Revenue Note for Guidance
This Part provides for the tax treatment of stock borrowing and repurchase (repo) arrangements.
In substance, both stock borrowing and repo agreements are a form of short-term lending and are reflected in the accounts of the participants as such. However, the form of the transaction involves the temporary transfer of the legal title of stock (e.g. shares) from one party to another, with a simultaneous commitment to reverse the transaction in the future.
This legislation operates to ensure the tax treatment follows the substance of such transactions where they are concluded within 12 months or less (being a short-term loan) where specified criteria are met.
Section 753A sets out the definitions for the purposes of the Chapter. A number of these definitions were originally from the Stamp Duties Consolidation Act 1999 (SDCA) and have been modified to ensure they relate to qualifying securities only.
The definitions are as follows–
“Act of 1999” means the Stamp Duties Consolidation Act 1999 (SDCA).
“building society” means a building society within the meaning of the Building Societies Act, 1989, or a society established in accordance with the law of any other Member State of the European Communities which corresponds to that Act.
“equivalent stock” refers to qualifying securities of an identical type, nominal value, description and amount as was so obtained from the stock seller or specific acceptable equivalents where the original qualifying securities have-
Equivalent stock should only apply to qualifying securities which are equities quoted on a recognised stock exchange and not to interest bearing, discounted or premium-bearing securities, within the meaning of section 135(8).
“financial transaction” refers to a transaction that consists of both—
where it is reasonable to consider that the transactions (and any associated agreements, arrangements or transactions), are in substance, an interest bearing loan.
“investment undertaking” is the name given to the “investment vehicle” which comes within the gross-roll-up regime. The vehicle can be—
“lender” refers to a person who lends qualifying securities to a borrower in a stock borrowing transaction.
“manufactured payment” means a payment (made directly or indirectly) by a stock buyer to a stock seller, to reimburse the stock seller for any distribution or interest arising to the stock buyer as a result to the transfer of title to the qualifying securities under the financial transaction.
“pension scheme” is —
“qualifying institution” means—
“qualifying securities” means—
“repo seller” refers to a person who sells qualifying securities to a stock buyer by way of a stock transfer pursuant to a repurchase agreement.
“repo buyer” refers to a person who buys qualifying securities from a stock seller by way of a stock transfer pursuant to a repurchase agreement.
“repurchase agreement” refers to an agreement between a stock seller and a stock buyer where the stock seller agrees to sell qualifying securities to the stock buyer on terms that
within 12 months of the date of the initial stock transfer between the parties.
“security” has the same meaning as it has in Chapter 2 of Part 6. This means that-
“stock borrower” refers to a person who borrows qualifying securities from a lender by way of a stock borrowing.
“stock borrowing” refers to a transaction where a stock buyer obtains qualifying securities from a stock seller and promises to provide to the stock buyer with equivalent stock within 12 months of the date of the original transfer.
“stock buyer” refers to a stock borrower in a stock borrowing or a repo buyer in a repurchase agreement.
“stock return” refers to the return of qualifying securities within 12 months of the initial repurchase agreement transaction or stock borrowing, as the case may be.
“stock transfer” refers to the transfer of qualifying securities by a stock seller to a stock buyer pursuant to a repurchase agreement.
“stock seller” refers to a lender in a stock borrowing or a repo seller in a repurchase agreement.
Relevant Date: Finance Act 2019