The Dividend Access Plan (DAP) enables certain UK resident shareholders of Beazley plc (Beazley) to be paid dividends from a UK source with consequential UK tax treatment. Otherwise, dividends paid by Beazley plc are subject to Irish Dividend Withholding Tax (DWT).
The DAP was changed by the board in May 2012 and this page reflects how the DAP will be operated in respect of any first interim dividend for the financial year 2012 and all subsequent dividends. The board has:
● approved new rules that have the effect of excluding (a) shareholders who were entered on Beazley's register of members at 6p.m. on 30 April 2012 and are on any dividend record date interested in aggregate in more than 5,000,000 ordinary shares; (b) shareholders who, at 6p.m. on 30 April 2012, were entered on Beazley's register of members but were not participants in the DAP whose holding on any relevant record date exceeds 300,000 ordinary shares; and (c) shareholders who are entered on Beazley's register of members after 6p.m. on 30 April 2012 and who are on any relevant dividend record date interested in aggregate in more than 300,000 ordinary shares. For the purposes of determining a shareholder's aggregate interest, Beazley shall take into account at its discretion (based on any relevant information available to Beazley) any indirect or beneficial shareholdings of that shareholder in Beazley including any ordinary shares held under common control of a fund manager; and
● terminated all existing agreements with shareholders to pay dividends through the DAP where such shareholders no longer qualify to participate in the DAP.
Shareholders with more than 300,000 but not more than 5,000,000 ordinary shares on the register at 6p.m. on 30 April 2012 who have previously elected into the DAP and whose ordinary shares have not been aggregated by Beazley into a holding in excess of 5,000,000 ordinary shares will continue to participate in the DAP provided such threshold of 5,000,000 ordinary shares is not exceeded on any future dividend record date, unless such shareholder is permitted to be a participant in the DAP pursuant to an application for discretionary participation. Shareholders whose holding exceeds 300,000 ordinary shares who have not previously elected to participate in the DAP may apply for discretionary participation.
Where any shareholder entered onto the share register after 6p.m. on 30 April 2012 whose holding of shares in Beazley exceeds 300,000 ordinary shares on any dividend record date, such shareholder shall be deemed not to be a participant in the DAP on that dividend record date, unless such shareholder is permitted to be a participant in the DAP pursuant to an application for discretionary participation.
Subject to a shareholder qualifying for an exemption from Irish DWT, and the requirement to complete documentation to declare such an exemption, there is presently no difference from a dividend tax perspective in receiving a dividend from either the DAP or from Beazley.
Dividends will be paid on the basis of the DAP to:
● registered shareholders at 6p.m. on 30 April 2012 who were not excluded from the DAP as result of the plan changes;
● all shareholders who hold 300,000 or fewer ordinary shares in Beazley (who will be deemed to have elected to participate in the DAP), unless any such shareholder has elected to withdraw from the DAP; and
● other shareholders in respect of whom the Registrars have received prior to the record date of that dividend a completed discretionary participation form (see below), signed by the registered shareholder and which has been approved by Beazley.
Shareholders who wish to withdraw from participation in the DAP should complete, sign and return the Withdrawal Notice.
A copy of the rules relating to the DAP are available here.
General guidance in respect of Irish DWT exemption declarations and regime
Shareholders excluded from the DAP will receive dividends directly from Beazley rather than through a UK subsidiary company. Consequently, those dividends will be subject to Irish DWT, which is deducted at source, unless the appropriate exemption declaration form is lodged with Beazley’s Registrars before the relevant record date. Information on Irish DWT can be found on the Irish Tax and Customs website (http://www.revenue.ie/en/tax/dwt/index.html).
Some general guidance on Irish DWT is set out below, but please see the disclaimer note below.
It is expected that most shareholders excluded from the DAP, who qualify for exemption from Irish DWT, will need to submit either:
● Form V2B, as a non-resident company http://www.revenue.ie/en/tax/dwt/forms/nonresv2b.pdf; or
● Form V2A, as a non-resident individual http://www.revenue.ie/en/tax/dwt/forms/nonresv2a.pdf
However, there are other categories and forms and shareholders must ensure they submit the correct form.
Please note that:
● the appropriate exemption declaration form must be submitted to Beazley’s Registrars, to arrive no later than the relevant record date, at Equiniti (Jersey) Limited, c/o Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL;
● an exemption declaration must be submitted for each registered shareholder;
● an exemption declaration must be submitted to each paying company from which the registered shareholder receives Irish dividends; and
● an exemption declaration presently lasts for five full calendar years from the end of the year in which it is signed before it is required to be renewed.
Disclaimer
The above is intended as a general guide only and if you are in any doubt as to the action you should take, shareholders should obtain specific advice from their tax advisors regarding entitlement to Irish DWT exemptions. Shareholders should note that neither Beazley nor Equiniti (nor any of their respective employees) are able to provide such advice.
Discretionary participation in the DAP
Beazley has retained discretion to allow shareholders excluded from the DAP to apply for discretionary participation. That discretion covers:
● Shareholders entered on Beazley's register of members at 6p.m. on 30 April 2012 whose holding exceeds 5,000,000 ordinary shares, or has been aggregated by Beazley into a holding in excess of 5,000,000 ordinary shares;
● Shareholders entered on Beazley's register of members at 6p.m. on 30 April 2012 whose holding exceeds 300,000 ordinary shares but who are not a participant in the DAP at that time; and
● Shareholders entered on Beazley's register of members after 6p.m. on 30 April 2012, whose holding exceeds 300,000 ordinary shares.
That discretion will only be exercised following a request from the shareholder concerned and is expected to be granted:
● to shareholders who are interested in more than 300,000 ordinary shares and whose holding is not (following any aggregation by Beazley) more than 5,000,000 ordinary shares, as a matter of course; and
● to all other excluded shareholders, only in limited circumstances (for example, where a shareholder is not able to take advantage of an exemption from Irish DWT by any other means).
Forms to request discretionary participation can be found here.
Timetable to payment of any first 2012 interim dividend
Below is a timetable of the expected dates on which the following actions relating to the payment of any first 2012 interim dividend will occur:
| Date |
Action |
| 03/07/2012 |
last date for receipt of application for discretionary participation |
| 20/07/2012 |
interim results and dividend announcement |
| 21/07/2012 |
last date of notification of result of discretionary applications |
| 01/08/2012 |
ex date |
| 03/08/2012 |
last date for receipt of appropriate exemption declaration form |
| 03/08/2012 |
Record Date |
| 07/09/2012 |
payment of any first 2012 dividend |
Election notices
As noted above, shareholders who hold 300,000 or fewer ordinary shares in Beazley will be deemed to have elected to participate in the DAP. Should such a shareholder have withdrawn from the DAP but wished to rejoin, they would need to submit an Election Notice which can be found here. This is the only circumstance where an Election Notice is applicable. In all other circumstances, a discretionary participation application form must be used by shareholders wishing to join the DAP.