whether the agreement, transfer, issue or appropriation in question is made or effected in the United Kingdom or elsewhere, and

whether or not any party is resident or situate in any part of the United Kingdom.

in a case where the agreement is conditional, the day on which the condition is satisfied, and

in any other case, the day on which the agreement is made.

there would be no charge to tax under this section, or

there would, under section 92 below, be a repayment or cancellation of tax,

paragraph 24(d) of Schedule 13 to the Finance Act 1999 (renounceable letters of allotment etc.),

section 127(1) of the Finance Act 1976 M2(transfer to stock exchange nominee), or

section 84(2) or (3) above,F14, or

Part I of Schedule 19 to the Finance Act 1999 (transfers etc. of units in unit trusts),

the transfer is made by a stock exchange nominee; and

the maximum stamp duty chargeable on the instrument, apart from section 186 of the Finance Act 1996, would be F17£5;

the property mentioned in section 42(2)(a) of the Finance Act 1930 or, as the case may be, section 11(2)(a) of the Finance Act (Northern Ireland) 1954 consists of F19or includes chargeable securities of any particular kind acquired in the period of two years ending with the day on which the instrument was executed; and

there is an arrangement falling within subsection (1) of section 80C above (stamp duty relief for transfers in accordance with certain arrangements for B to transfer stock to A or his nominee and for A or his nominee to transfer stock of the same kind and amount back to B or his nominee), and

under the arrangement stock is transferred to A or his nominee by an instrument on which stamp duty is not chargeable by virtue only of section 80C(2) above, but

it becomes apparent that stock of the same kind or amount will not be transferred to B or his nominee by A or his nominee in accordance with the arrangement,

an instrument transferring stock in accordance with an arrangement is stamped under section 80C(5) above, but

the instrument should not have been so stamped because the arrangement fell within section 80C(4)(a) or (b) above, and

apart from section 80C above stamp duty would have been chargeable on the instrument,

the conditions in section 92(1A) and (1B) below are not satisfied by virtue only of the application of subsection (1B) above in relation to the instrument (or any one or more of the two or more instruments) in question, but

not all of the chargeable securities falling to be regarded for the purposes of that subsection as transferred by the instrument (or by the two or more instruments between them) were acquired as mentioned in paragraphs (a) and (b) of that subsection,

a separate agreement (or two or more separate agreements) relating to such of the securities as were acquired as mentioned in paragraphs (a) and (b) of subsection (1B) above, and

a single separate agreement relating to such of the securities as do not fall within those paragraphs,

B is a member of a regulated market on which securities of that kind are regularly traded; and

B is an intermediary and is recognised as such by the market in accordance with arrangements approved by the Commissioners for Her Majesty's Revenue and Customs (“the Commissioners”).

B is a member of a multilateral trading facility, or a recognised foreign exchange, on which securities of that kind are regularly traded;

B is an intermediary and is recognised as such by the facility or exchange in accordance with arrangements approved by the Commissioners; and

the agreement is effected on the facility or exchange.

B is an intermediary who is approved for the purposes of this section by the Commissioners; and

securities of that kind are regularly traded on a regulated market.

B is an intermediary who is approved for the purposes of this section by the Commissioners;

securities of that kind are regularly traded on a multilateral trading facility or a recognised foreign exchange; and

the agreement is effected on the facility or exchange.

B is a member of a regulated market, a multilateral trading facility or a recognised foreign options exchange;

options to buy or sell securities of that kind are regularly traded on, and are listed by or quoted on, that market, facility or exchange;

B is an options intermediary and is recognised as such by that market, facility or exchange in accordance with arrangements approved by the Commissioners; and

securities of that kind are regularly traded on a regulated market.

B is a member of a regulated market, a multilateral trading facility or a recognised foreign options exchange;

options to buy or sell securities of that kind are regularly traded on, and are listed by or quoted on, that market, facility or exchange;

B is an options intermediary and is recognised as such by that market, facility or exchange in accordance with arrangements approved by the Commissioners; and

the agreement is effected on a relevant qualifying exchange on which securities of that kind are regularly traded or is effected on a relevant qualifying exchange pursuant to the exercise of a relevant option and options to buy or sell securities of that kind are regularly traded on, and are listed by or quoted on, that exchange;

B is an options intermediary who is approved for the purposes of this section by the Commissioners;

options to buy or sell securities of that kind are regularly traded on, and are listed by or quoted on, a regulated market, a multilateral trading facility or a recognised foreign options exchange; and

securities of that kind are regularly traded on a regulated market.

B is an options intermediary who is approved for the purposes of this section by the Commissioners;

options to buy or sell securities of that kind are regularly traded on, and are listed by or quoted on, a regulated market, a multilateral trading facility or a recognised foreign options exchange; and

the agreement is effected on a relevant qualifying exchange on which securities of that kind are regularly traded or is effected on a relevant qualifying exchange pursuant to the exercise of a relevant option and options to buy or sell securities of that kind are regularly traded on, and are listed by or quoted on, that exchange;

an intermediary is a person who carries on a bona fide business of dealing in chargeable securities and does not carry on an excluded business; and

an options intermediary is a person who carries on a bona fide business of dealing in quoted or listed options to buy or sell chargeable securities and does not carry on an excluded business.

any business which consists wholly or mainly in the making or managing of investments;

any business which consists wholly or mainly in, or is carried on wholly or mainly for the purpose of, providing services to persons who are connected with the person carrying on the business;

any business which consists in insurance business;

any business which consists in managing or acting as trustee in relation to a pension scheme or which is carried on by the manager or trustee of such a scheme in connection with or for the purposes of the scheme;

any business which consists in operating or acting as trustee in relation to a collective investment scheme or is carried on by the operator or trustee of such a scheme in connection with or for the purposes of the scheme.

it is subject to the rules of F127the facility or exchange; and

it is reported to F127the facility or exchange in accordance with the rules of F127the facility or exchange .

is authorised under the law of an EEA State F192or Gibraltar to provide any of the investment services or activities listed in Section A 2 or 3 of Annex I to the Directive (execution of orders on behalf of clients and dealing on own account), whether or not the person is authorised under the DirectiveF190or

has permission under the Financial Services and Markets Act 2000 to carry on any of the investment services or activities in paragraph 2 or 3 of Part 3 of Schedule 2 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.

the exercise by B of an option to buy securities; or

the exercise of an option binding B to buy securities.

an agreement falls within F133any of subsections (1) to (2C) of section 88A above, and

section 87 above would, apart from section 88A, apply to the agreement,

the agreement is part of an arrangement, entered into by B in the ordinary course of B's business as an issuing house, under which B (as principal) is to offer the securities for sale to the public,

the agreement is conditional upon the admission of the securities to the Offical List of The Stock Exchange,

the consideration under the agreement for each security is the same as the price at which B is to offer the security for sale, and

B sells the securities in accordance with the arrangement referred to in paragraph (a) above.

the agreement is made in pursuance of an offer to the public made by A (as principal) under an arrangement entered into in the ordinary course of A's business as an issuing house,

a right of allotment in respect of, or to subscribe for, the securities has been acquired by A under an agreement which is part of the arrangement,

both those agreements are conditional upon the admission of the securities to the Offical List of The Stock Exchange, and

the consideration for each security is the same under both agreements;

the agreement is made in pursuance of an offer to the public made by A,

the agreement is conditional upon the admission of the securities to the Offical List of The Stock Exchange, and

under the agreement A issues to B or his nominee a renounceable letter of acceptance, or similar instrument, in respect of the securities.

Q is to transfer chargeable securities of a particular kind to P or his nominee, and

chargeable securities of the same kind and amount are to be transferred by P or his nominee to Q or his nominee,

that securities of the kind concerned are regularly traded on a regulated marketF170; and

that chargeable securities are transferred to P or his nominee and Q or his nominee in pursuance of the arrangement.

that the agreement is effected on F137a regulated market, a multilateral trading facility or a recognised foreign exchange;

that securities of the kind concerned are regularly traded on that F138market, facility or exchange; and

that chargeable securities are transferred to P or his nominee and Q or his nominee in pursuance of the arrangement.

the arrangement is not such as would be entered into by persons dealing with each other at arm’s length; or

under the arrangement any of the benefits or risks arising from fluctuations, before the transfer to Q or his nominee takes place, in the market value of the chargeable securities accrues to, or falls on, P.

it is subject to the rules of F140the market, facility or exchange; and

it is reported to F140the market, facility or exchange in accordance with the rules of F140the market, facility or exchange.

to change the conditions for exemption from tax under this section; or

to provide that this section does not apply in relation to kinds of arrangement specified in the regulations.

P and Q have entered into an arrangement falling within section 89AA(1),

the only reason that the conditions in subsection (2A) or (3) of that section are not met is that chargeable securities of the same kind and amount as those transferred to P or P's nominee are not transferred to Q or Q's nominee, and

the conditions in subsection (2) below are met.

P and Q are not connected persons within the meaning of F154section 1122 of the Corporation Tax Act 2010,

after Q has transferred securities under the arrangement, either P or Q becomes insolvent,

it becomes apparent (whether before or after the insolvency occurs) that, as a result of the insolvency, securities will not be transferred to Q or Q's nominee in accordance with the arrangement.

the party who does not become insolvent (“the solvent party”) or the solvent party's nominee acquires replacement securities, and

the replacement securities are acquired before the end of the period of 30 days beginning with the day on which the insolvency occurs (“the insolvency date”).

replacement securities acquired using the collateral (whether directly or indirectly), or

where the solvent party uses the whole of the value of the collateral to acquire replacement securities, any further replacement securities.

if a company voluntary arrangement takes effect under Part 1 of the Insolvency Act 1986,

if an administration application (within the meaning of Schedule B1 to that Act) is made or a receiver or manager, or an administrative receiver, is appointed,

on the commencement of a creditor's voluntary winding up (within the meaning of Part 4 of that Act) or a winding up by the court under Chapter 6 of that Part,

if an individual voluntary arrangement takes effect under Part 8 of that Act,

on the F177making of a bankruptcy application or presentation of a bankruptcy petition (within the meaning of Part 9 of that Act),

if a compromise or arrangement takes effect under Part 26 F184or 26A of the Companies Act 2006,

if a bank insolvency order takes effect under Part 2 of the Banking Act 2009,

if a bank administration order takes effect under Part 3 of that Act, F162...

if a special administration order takes effect under the Investment Bank Special Administration Regulations 2011, F200...

if a special administration order takes effect under the Payment and Electronic Money Institution Insolvency Regulations 2021, or

on the occurrence of any corresponding event which has effect under or as a result of the law of Scotland or Northern Ireland or a country or territory outside the United Kingdom.

another person (Q) is to transfer chargeable securities to P or his nominee, and

in return, chargeable securities of the same kind and amount are to be transferred (whether or not by P or his nominee) to Q or his nominee,

an amount of chargeable securities of some other kind is to be transferred by P or his nominee to Q or his nominee by way of security for the performance of the obligation described in paragraph (b) of that subsection, and

on performance of that obligation, the securities mentioned in paragraph (a) above, or chargeable securities of the same kind and amount as those securities, are to be transferred to P or his nominee,

another person (R) is to transfer chargeable securities to Q or his nominee, and

in return, chargeable securities of the same kind and amount are to be transferred (whether or not by Q or his nominee) to R or his nominee,

an amount of chargeable securities of some other kind is to be transferred by Q or his nominee to R or his nominee by way of security for the performance of the obligation described in paragraph (b) of that subsection, and

on performance of that obligation, the securities mentioned in paragraph (a) above, or chargeable securities of the same kind and amount as those securities, are to be transferred to Q or his nominee,

holds himself out at all normal times in compliance with the rules of The Stock Exchange as willing to buy and sell chargeable securities of that kind at a price specified by him, and

is recognised as doing so by The Stock Exchange.

section 42 of the Finance Act 1930 or section 11 of the Finance Act (Northern Ireland) 1954 (transfers between associated companies), or

regulations under section 87(2) of the Finance Act 1985 (power to exempt instruments from stamp duty of fixed amount)F119, or

section 96 of the Finance Act 1997 (demutualisation of insurance companies).

a person (“P”) authorises or requires the trustees or managers of a unit trust scheme to treat P as no longer interested in a unit under the scheme, or

a unit under the unit trust scheme is transferred to the managers of the scheme,

a non-UK bearer instrument;

F43. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

the instrument was issued by a body corporate incorporated in the United Kingdom F120(other than an SE which has its registered office outside the United Kingdom following a transfer in accordance with Article 8 of Council Regulation (EC) 2157/2001 on the Statute for a European Company (Societas Europaea));

stamp duty under Schedule 15 to the Finance Act 1999 was not chargeable on the issue of the instrument by virtue only of the exemption conferred by paragraph 17 of that Schedule (non-sterling bearer instruments); and

the instrument is not exempt.

the chargeable securities in question are, or a depositary receipt for them is, listed on a recognised stock exchange; and

the agreement to transfer those securities is not made in contemplation of, or as part of an arrangement for, a takeover of the body corporate which issued the instrument.

the instrument was issued by a body corporate incorporated in the United Kingdom F121 (other than an SE which has its registered office outside the United Kingdom following a transfer in accordance with Article 8 of Council Regulation (EC) 2157/2001 on the Statute for a European Company (Societas Europaea));

by virtue of section 79(5) (convertible loan capital) or 79(6) (loan capital carrying special rights) above, stamp duty would be chargeable on an instrument transferring the loan capital to which the instrument relates; and

the instrument is not exempt.

the chargeable securities in question are, or a depositary receipt for them is, listed on a recognised stock exchange;

the agreement to transfer those securities is not made in contemplation of, or as part of an arrangement for, a takeover of the body corporate which issued the instrument; and

those securities do not carry any right of the kind described in section 79(5) above (right of conversion into, or acquisition of, shares or other securities) by the exercise of which F49chargeable securities which are not listed on a recognised stock exchange may be obtained.

as nominee or agent for a person whose business is or includes the provision of clearance services for the purchase and sale of shares, stock or other marketable securities, and

for the purpose of such part of the business mentioned in paragraph (a) above as consists of the provision of such clearance services (in a case where the business does not consist exclusively of that); and in this subsection, 'marketable securities' shall be construed in accordance with section 122(1) of the Stamp Act 1891 M7.

F167a charitable company, or

the trustees of F168a charitable trust, or

the Trustees of the National Heritage Memorial Fund, or

the Historic Buildings and Monuments Commission for England.F169...

an agreement to transfer units in an authorised contractual scheme.

references to a depositary receipt for chargeable securities shall be construed in accordance with section 94(1) below;

references to anything listed on a recognised stock exchange shall be construed in accordance with section 1005 of the Income Tax Act 2007;

there is a takeover of a body corporate if a person, on his own or together with connected persons, loses or acquires control of it.

any question whether a person is connected with another shall be determined in accordance with section 286 of the M8Taxation of Chargeable Gains Act 1992;

“control” shall be construed in accordance with F155sections 450 and 451 of the Corporation Tax Act 2010 .

so far as those securities are not stock or marketable securities within the meaning of that section, is an instrument that, disregarding that section, would not be chargeable with any ad valorem stamp duty under those enactments.

tax is charged under section 87 above, and

it is proved to the Board’s satisfaction that at a time in the period of six years beginning on the relevant day (as defined in section 87(3)) the conditions mentioned in subsection (1D) have been fulfilled in respect of those shares,

that, in relation to the transfer made in pursuance of the own-shares agreement, a return has been made in respect of each of those shares in accordance with section F151707 of the Companies Act F1512006 (disclosure by company of purchase of own shares), and

that any such return has been duly stamped in accordance with section 66.

a person falling within subsection (2) below has issued or is to issue a depositary receipt for chargeable securities, and

chargeable securities of the same kind and amount are transferred or issued to F65the person mentioned in paragraph (a) above or a person falling within subsection (3) below, or are appropriated by F66the person mentioned in paragraph (a) above or a person falling within subsection (3) below towards the eventual satisfaction of the entitlement of the receipt's holder to receive chargeable securities.

in a case where the securities are issued, their price when issued;

in any other case, the value of the securities.

the exercise of an option to buy or to sell the securities, and

securities are issued, or securities sold are transferred, and (in either case) they are to be paid for in instalments,

the person to whom they are issued or transferred holds them and transfers them to another person when the last instalment is paid,

subsection (4)(c) above applies in the case of the transfer to the other person,

before the making of the transfer to the other person an instrument is received by a person falling within F70subsection (2) or (3) above,

the instrument so received evidences all the rights which (by virtue of the terms under which the securities are issued or sold as mentioned in paragraph (a) above) subsist in respect of them at the time of the receipt, and

the transfer to the other person is effected by an instrument containing a statement that paragraphs (a), (b) and (e) above are fulfilled,

if the amount of the duty is less than the amount of tax found by virtue of F71subsections (4) and (6) above, the tax charged under this section shall be the amount so found less the amount of the duty;

in any other case, there shall be no charge to tax under this section in respect of the transfer.

if any of the instalments becomes payable by a person falling within subsection (2) or (3) above, there shall be a charge to stamp duty reserve tax under this section when the instalment becomes payable;

the charge shall be at the rate of F721.5 per cent. of the amount of the instalment payable;

the person liable to pay the instalment shall be liable for the tax.

that a person holds chargeable securities or evidence of the right to receive them, and

that another person is entitled to rights, whether expressed as units or otherwise, in or in relation to chargeable securities of the same kind, including the right to receive such securities (or evidence of the right to receive them) from the person mentioned in paragraph (a) above,

to a company which at the time of the transfer falls within subsection (6) of section 67 above F75. . . , and

from a company which at that time falls within that subsection F75. . . ,

an instrument within the exemption conferred by paragraph 16 of Schedule 15 to the Finance Act 1999 (renounceable letters of allotment etc. where rights are renounceable not later than six months after issue), or

an instrument is regarded as raising new capital only if the condition in subsection (2B) is met, and

an instrument is regarded as issued in exchange for an instrument raising new capital only if the conditions in subsection (2C) are met.

is issued to give effect to the exercise of such rights as are mentioned in paragraph (a)(ii).

the instrument is issued in conjunction with the issue of relevant securities by a company in exchange for relevant securities issued by another company, and

shares the holders of which have a right to a dividend at a fixed rate but have no other right to share in the profits of the company, or

loan capital within the meaning of section 78 above,

has control of company Y, or

will have such control in consequence of the exchange or of an offer as a result of which the exchange is made.

a depositary receipt for chargeable securities has been, or is to be, issued by a person falling within section 93(2) above in respect of the shares in question or shares of the same kind and amount; and

the shares in question are held by that person, or by a person whose business is or includes holding chargeable securities as nominee or agent for that person, towards the eventual satisfaction of the entitlement of the receipt’s holder to receive chargeable securities.

a company issues securities to persons in respect of their holdings of securities issued by another company, and

the securities issued by the other company are cancelled,

there would have been such a charge but for section 95(2) or (3) above.

the new securities are transferred, issued or appropriated as mentioned in section 93(1)(b), and

the old securities are cancelled.

a person (A) whose business is or includes the provision of clearance services for the purchase and sale of chargeable securities has entered into an arrangement to provide such clearance services for another person, and

in pursuance of the arrangement, chargeable securities are transferred or issued to A or to a person whose business is or includes holding chargeable securities as nominee for A.

in a case where the securities are issued, their price when issued;

in any other case, the value of the securities.

the exercise of an option to buy or to sell the securities, and

securities are issued, or securities sold are transferred, and (in either case) they are to be paid for in instalments,

the person to whom they are issued or transferred holds them and transfers them to another person when the last instalment is paid,

subsection (2)(c) above applies in the case of the transfer to the other person,

before the making of the transfer to the other person an instrument is received by A or a person whose business is or includes holding chargeable securities as nominee for A,

the instrument so received evidences all the rights which (by virtue of the terms under which the securities are issued or sold as mentioned in paragraph (a) above) subsist in respect of them at the time of the receipt, and

the transfer to the other person is effected by an instrument containing a statement that paragraphs (a), (b) and (e) above are fulfilled,

if the amount of the duty is less than the amount of tax found by virtue of F85subsections (2) and(4) above, the tax charged under this section shall be the amount so found less the amount of the duty;

in any other case, there shall be no charge to tax under this section in respect of the transfer.

if any of the instalments becomes payable by A or by a person whose business is or includes holding chargeable securities as nominee for A, there shall be a charge to stamp duty reserve tax under this section when the instalment becomes payable;

the charge shall be at the rate of F861.5 per cent. of the amount of the instalment payable;

the person liable to pay the instalment shall be liable for the tax.

that on or before 18th March 1986 the transferor (or, where the transferor transfers as agent, the principal) agreed to sell securities of the same kind and amount to the person (other than A) referred to in subsection (1)(a) above, and

that the transfer is effected in pursuance of that agreement.

to a company which at the time of the transfer falls within subsection (6) of section 70 above F89. . . , and

from a company which at that time falls within that subsection F89. . . ,

an instrument within the exemption conferred by paragraph 16 of Schedule 15 to the Finance Act 1999 (renounceable letters of allotment etc. where rights are renounceable not later than six months after issue), or

an instrument is regarded as raising new capital only if the condition in subsection (3B) is met, and

an instrument is regarded as issued in exchange for an instrument raising new capital only if the conditions in subsection (3C) are met.

is issued to give effect to the exercise of such rights as are mentioned in paragraph (a)(ii).

the instrument is issued in conjunction with the issue of relevant securities by a company in exchange for relevant securities issued by another company, and

shares the holders of which have a right to a dividend at a fixed rate but have no other right to share in the profits of the company, or

loan capital within the meaning of section 78 above,

has control of company Y, or

will have such control in consequence of the exchange or of an offer as a result of which the exchange is made.

an arrangement falling within paragraph (a) of subsection (1) of section 96 above has been entered into; and

in pursuance of that arrangement, the shares are held by the person referred to in that paragraph as A or by a person whose business is or includes holding chargeable securities as nominee for that person.

a company issues securities to persons in respect of their holdings of securities issued by another company, and

the securities issued by the other company are cancelled,

there would have been such a charge but for section 97(3) or (4) above.

the new securities are transferred or issued as mentioned in section 96(1)(b), and

the old securities are cancelled.

shall come into force on such date as may be notified to the operator by the Board in giving their approval; and

shall continue in force unless and until it is terminated in accordance with the following provisions of this section.

a transfer or issue falling within section 70(1) or 96(1) above,

an agreement falling within section 90(4) above by virtue of section 96(1) above, or

an agreement falling within section 90(5) above,

for the collection of stamp duty reserve tax chargeable in accordance with this section, and

for complying, or securing compliance, with the provisions of this Part and of regulations under section 98 below, so far as relating to such tax.

has a business establishment in the United Kingdom, and

is approved by the Board.

shall be entitled to act on the operator’s behalf for the purposes of stamp duty and stamp duty reserve tax in connection with the clearance services to which the operator’s election under subsection (1) above relates,

shall secure (where appropriate by acting on the operator’s behalf) the operator’s compliance with and discharge of the obligations and liabilities to which the operator is subject, in connection with the clearance services to which the operator’s election under subsection (1) above relates, by virtue of legislation relating to stamp duty or stamp duty reserve tax (including obligations and liabilities arising before he became the operator’s tax representative), and

shall be personally liable in respect of any failure to secure the operator’s compliance with or discharge of any such obligation or liability, and in respect of anything done for purposes connected with acting on the operator’s behalf,

by not less than thirty days’ notice given by the operator to the Board or by the Board to the operator; or

on a transfer to which subsection (5) above applies, or

on a deemed transfer under subsection (11) above.

from (or to) a company which at the time of the transfer falls within section 67(6) above, and

to (or from) a company which at that time falls within section 70(6) above.

issued to an EU system, and

subsequently transferred from an EU system to a non-EU system.

the chargeable securities have not previously been transferred, or

where they have previously been transferred, the transfer (or, if more than one, each of them) was an exempt transfer.

pursuant to an arrangement of the kind mentioned in section 93(1), they are issued to a nominee in respect of an EU depositary receipt issuer, or

pursuant to an arrangement of the kind mentioned in section 96(1), they are issued to a nominee in respect of an EU clearance service operator.

a transfer is from an EU system if it is from a company which is incorporated under the law of a member State and at the time of the transfer falls within section 67(6) or 70(6), and

a transfer is to a non-EU system if it is to a company which is not incorporated under the law of a member State and at the time of the transfer falls within section 67(6) or 70(6).

providing that provisions of the Taxes Management Act 1970 M10 specified in the regulations shall apply in relation to stamp duty reserve tax as they apply in relation to a tax within the meaning of that Act, with such modifications (specified in the regulations) as they think fit;

making with regard to stamp duty reserve tax such further provision as they think fit in relation to administration, assessment, collection and recovery.

stocks, shares or loan capital,

interests in, or in dividends or other rights arising out of, stocks, shares or loan capital,

rights to allotments of or to subscribe for, or options to acquire, stocks, shares or loan capital, and

units under a unit trust scheme.

they are registered in a register kept in the United Kingdom by or on behalf of the body corporate by which they are issued or raised, or

in the case of shares, they are paired with shares issued by a body corporate incorporated in the United Kingdom, or

in the case of securities falling within paragraph (b) or (c) of subsection (3) above, paragraph (a) or (b) above applies to the stocks, shares or loan capital to which they relateF122, or

they are issued or raised by F196a UK Societas (whether or not in the course of its formation in accordance with Article 2 of Council Regulation (EC) 2157/2001 on the Statute for a European Company (Societas Europaea)) F197....

they are securities issued or raised by an SE (whether or not in the course of its formation in accordance with Article 2 of Council Regulation (EC) 2157/2001 on the Statute for a European Company (Societas Europaea), F198...

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

in the case of stock or marketable securities within the meaning of section 125 of the Finance Act 2003 (abolition of stamp duty except on instruments relating to stock or marketable securities), they are securities the transfer of which is exempt from all stamp duties;

in any other case, they are securities the transfer of which, disregarding that section, would be exempt from all stamp duties.

are stock or marketable securities within the meaning of section 125 of the Finance Act 2003 (abolition of stamp duty except on instruments relating to stock or marketable securities) the transfer of which is exempt from all stamp duties, or

are securities the transfer of which, disregarding that section, would be exempt from all stamp duties.

all the trustees under the scheme are resident outside the United Kingdom and the unit is not registered in a register kept in the United Kingdom by or on behalf of the trustees under the scheme; or

under the terms of the scheme the trust property can only be invested in exempt investments.

an interest under a collective investment scheme is an exempt investment F166, unless subsection (5C) applies to the scheme;

a derivative is an exempt investment if, and only if, it relates wholly to one or more exempt investments; and

funds held for the purposes of the day to day management of the unit trust scheme are not regarded as investments.

the articles of association of the UK company and the equivalent instruments governing the foreign company each provide that no share in the company to which they relate may be transferred otherwise than as part of a unit comprising one share in that company and one share in the other, and