Locations
Market reCap
- Proportionate disclosure regime (rights issues and SMEs)
- UK implementation of the Amending Directive
- US Congress amends securities laws to facilitate capital formation
- Proposed changes to the Takeover Code
- Withholding tax disclosure
- Executive remuneration – new votes and disclosures
- Consultations on the UK Corporate Governance Code, UK Stewardship Code and International Standards on Auditing
When drawing up a prospectus or an AIM admission document, the issuer is required, in accordance with Prospectus Rule Annex III item 4.11, to include information on taxes on the income from securities withheld at source.
On 20 June 2012, ESMA published the 14th version of its Prospectuses - Questions and Answers document, which contained an amendment to question 45 in respect of withholding tax. ESMA clarified that, in addition to the country of the issuer's registered office, the disclosure should cover the country or countries where the prospectus has been approved and to which the prospectus is going to be notified. This can be applied in respect of AIM admission documents.
As the issuer is not required to include a full disclosure of the tax regime in each country where the offer is made or admission to trading is sought, ESMA strongly recommends that the prospectus or AIM admission document includes a statement in the tax section inviting investors to seek appropriate advice on their specific tax situation.
The ESMA Q&A document can be found here (this is version 15, which reflects the above changes).
Rashed Hasan is a Solicitor in the Corporate Group of Field Fisher Waterhouse LLP in London.