Vodafone 2003 Annual Report Download - page 146

Vodafone Group Plc Annual Report & Accounts and Form 20-F 2003
144
ADDITIONAL INFORMATION FOR SHAREHOLDERS Continued
time during the six years immediately preceding the relevant disposal of shares
or ADSs may be subject to tax with respect to capital gains arising from the
dispositions of the shares or ADSs not only in the country of which the holder is
resident at the time of the disposition, but also in that other country.
US federal income taxation
A US holder that sells or otherwise disposes of the Company’s shares or ADSs
will recognise a capital gain or loss for US federal income tax purposes equal to
the difference between the US dollar value of the amount realised and its tax
basis, determined in US dollars, in the shares or ADSs. Generally, capital gains of
a non-corporate US holder that are recognised after 6 May 2003 and before
1 January 2009 are taxed at a maximum rate of 15% where the property is held
for more than one year. The gain or loss will generally be income or loss from
sources within the United States for foreign tax credit limitation purposes. The
deductibility of losses is subject to limitations.
Additional tax considerations
UK inheritance tax
An individual who is domiciled in the United States (for the purposes of the
Estate and Gift Tax Convention) and is not a UK national will not be subject to UK
inheritance tax in respect of the Company’s shares or ADSs on the individual’s
death or on a transfer of the shares or ADSs during their lifetime, provided that
any applicable US federal gift or estate tax is paid, unless the shares or ADSs are
part of the business property of a UK permanent establishment or pertain to a UK
fixed base used for the performance of independent personal services. Where
the shares or ADSs have been placed in trust by a settlor, they may be subject to
UK inheritance tax unless, when the trust was created, the settlor was domiciled
in the United States and not a UK national. Where the shares or ADSs are subject
to both UK inheritance tax and to US federal gift or estate tax, the Estate and Gift
Tax Convention generally provides a credit against US federal tax liabilities for UK
inheritance tax paid.
UK stamp duty and stamp duty reserve tax
Stamp duty will, subject to certain exceptions, be payable on any instrument
transferring shares in the Company to the Custodian of the Depositary at the rate
of 11⁄2per cent on the amount or value of the consideration if on sale or on the
value of such shares if not on sale. Stamp duty reserve tax (“SDRT”), at the rate
of 11⁄2per cent of the price or value of the shares could also be payable in these
circumstances, and on issue to such a person, but no SDRT will be payable if
stamp duty equal to such SDRT liability is paid. In accordance with the terms of
the Deposit Agreement, any tax or duty payable on deposits of shares by the
Depositary or the Custodian of the Depositary will be charged to the party to
whom ADSs are delivered against such deposits.
No stamp duty will be payable on any transfer of ADSs of the Company, provided
that the ADSs and any separate instrument of transfer are executed and retained
at all times outside the United Kingdom.
A transfer of shares in the Company in registered form will attract ad valorem
stamp duty generally at the rate of 1⁄2per cent of the purchase price of the shares.
There is no charge to ad valorem stamp duty on gifts. On a transfer from nominee
to beneficial owner (the nominee having at all times held the shares on behalf of
the transferee) under which no beneficial interest passes and which is neither a
sale nor in contemplation of a sale, a fixed £5.00 stamp duty will be payable.
SDRT is generally payable on an unconditional agreement to transfer shares in
the Company in registered form at 1⁄2per cent of the amount or value of the
consideration for the transfer, but is repayable if, within six years of the date of
the agreement, an instrument transferring the shares is executed, or, if the SDRT
has not been paid, the liability to pay the tax (but not necessarily interest and
penalties) would be cancelled. However, an agreement to transfer the ADSs of
the Company will not give rise to SDRT.
Documents on Display
The Company is subject to the information requirements of the US Securities and
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. These documents may be inspected at the
SEC’s public reference rooms located at 450 Fifth Street, NW Washington, DC
20549. Information on the operation of the public reference room can be
obtained in the US by calling the SEC on 1-800-SEC-0330. In addition, some of
the Company’s SEC filings, including all those filed on or after 4 November 2002,
are available on the SEC’s website at www.sec.gov. Shareholders can also obtain
copies of the Company’s Memorandum and Articles of Association from the
Company’s registered office.
Other Shareholder Information
Financial calendar 2003/04
Annual General Meeting (see below) 30 July 2003
Interim Results announcement 18 November 2003
Full year results announcement May 2004
Dividends
Full details on the dividend amount per share or ADS and the Group’s dividend
policy can be found on pages 40 and 41. Information relevant to the final
dividend for the financial year ended 31 March 2003 is:
Final
Ex-dividend date 4 June 2003
Record date 6 June 2003
DRIP election date 18 July 2003
Dividend payment date 8 August 2003*
* Payment date for both ordinary shares and ADSs.
Dividend reinvestment
The Company offers a Dividend Reinvestment Plan which allows holders of
ordinary shares who choose to participate to use their cash dividends to acquire
additional shares in the Company that are purchased on their behalf by the Plan
Administrator through a low cost dealing arrangement. Further details can be
obtained from the Plan Administrator on [phone].
For ADS holders, The Bank of New York maintains a Global BuyDIRECT Plan for
the Company, which is a direct purchase and sale plan for depositary receipts,
with a dividend reinvestment facility. For additional information, please write to:
The Bank of New York
Shareholder Relations Department
Global BuyDIRECT
P.O. Box 1958
Newark
New Jersey 07101-1958
USA