BP 2011 Annual Report Download - page 172

170 BP Annual Report and Form 20-F 2011
Additional information for shareholders
UK stamp duty and stamp duty reserve tax
The statements below relate to what is understood to be the current
practice of HM Revenue & Customs in the UK under existing law.
Provided that any instrument of transfer is not executed in the UK
and remains at all times outside the UK and the transfer does not relate
to any matter or thing done or to be done in the UK, no UK stamp duty is
payable on the acquisition or transfer of ADSs. Neither will an agreement
to transfer ADSs in the form of ADRs give rise to a liability to stamp duty
reserve tax.
Purchases of ordinary shares, as opposed to ADSs, through the
CREST system of paperless share transfers will be subject to stamp duty
reserve tax at 0.5%. The charge will arise as soon as there is an agreement
for the transfer of the shares (or, in the case of a conditional agreement,
when the condition is fulfilled). The stamp duty reserve tax will apply to
agreements to transfer ordinary shares even if the agreement is made
outside the UK between two non-residents. Purchases of ordinary shares
outside the CREST system are subject either to stamp duty at a rate of £5
per £1,000 (or part, unless the stamp duty is less than £5, when no stamp
duty is charged), or stamp duty reserve tax at 0.5%. Stamp duty and stamp
duty reserve tax are generally the liability of the purchaser.
A subsequent transfer of ordinary shares to the Depositary’s
nominee will give rise to further stamp duty at the rate of £1.50 per £100
(or part) or stamp duty reserve tax at the rate of 1.5% of the value of the
ordinary shares at the time of the transfer. An ADR holder electing to
receive ADSs instead of a cash dividend will be responsible for the stamp
duty reserve tax due on issue of shares to the Depositary’s nominee
and calculated at the rate of 1.5% on the issue price of the shares. It is
understood that HM Revenue & Customs practice is to calculate the issue
price by reference to the total cash receipt to which a US holder would
have been entitled had the election to receive ADSs instead of a cash
dividend not been made. ADR holders electing to receive ADSs instead of
the cash dividend authorize the Depositary to sell sufficient shares to cover
this liability.
Documents on display
BP Annual Report and Form 20-F 2011 is also available online at
bp.com/annualreport. Shareholders may obtain a hard copy of BP’s
complete audited financial statements, free of charge, by contacting BP
Distribution Services at [phone] or through an email request
addressed to [email protected] (UK and Rest of World)
or from Precision IR at + 1 888 301 2505 or through an email request
addressed to [email protected] (US and Canada).
The company is subject to the information requirements of the US
Securities Exchange Act of 1934 applicable to foreign private issuers. In
accordance with these requirements, the company files its Annual Report
on Form 20-F and other related documents with the SEC. It is possible to
read and copy documents that have been filed with the SEC at the SEC’s
public reference room located at 100 F Street NE, Washington, DC 20549,
US. You may also call the SEC at +1 800-SEC-0330. In addition, BP’s SEC
filings are available to the public at the SEC’s website. BP discloses on its
website at bp.com/ NYSEcorporategovernancerules, and in this report
(see Corporate governance practices (Form 20-F Item 16G) on page 134)
significant ways (if any) in which its corporate governance practices differ
from those mandated for US companies under NYSE listing standards.
Purchases of equity securities by the issuer and affiliated purchasers
At the AGM on 14 April 2011, authorization was given to repurchase up to 1.9 billion ordinary shares in the period to the next AGM in 2012 or 14 July
2012, the latest date by which an AGM must be held. This authorization is renewed annually at the AGM. No repurchases of shares were made in the
period 1 January 2011 to 17 February 2012.
The following table provides details of ordinary share purchases made by Employee Share Ownership Plan Trusts (ESOPs) and other purchases of
ordinary shares and ADSs made to satisfy the requirements of certain employee share-based payment plans.
Total number
of shares
purchased
Average
paid per share
$
Total number
of shares
purchased as
part of publicity
announced
programmes
Maximum
number of
shares that
may yet
be purchased
under the
programmea
2011
January 12,692,114 8.01
February 1,660,496 7.77
March 65 7.53
April 1,159,235 7.69
May 50,550 7.43
June 253,500 7.01
July 35,224 7.35
August 903,513 6.57
September 1,202,286 6.07
October 1,682,852 6.18
November 513,392 7.26
December 42,034,522 7.09
2012
January Nil
February (to 17 February) 792 7.90
a No shares were repurchased pursuant to a publicly announced plan. Transactions represent the purchase of ordinary shares by ESOPs and other purchases of ordinary shares and ADSs made to satisfy
requirements of certain employee share-based payment plans.