Information about tax regulations due to the transfer of Green Gaming Group Plc shares in 2013
The summary of tax regulations described in this information leaflet is applicable solely to the holders of Green Gaming Group Plc shares who are either Swedish limited liability companies or Swedish private individuals who are solely a tax resident in Sweden at the date of the transaction. The summary is based on current Swedish tax legislation and practices at the time of the transactions and is solely intended to provide general information.
The tax implications for individual shareholders are partly dependent on the circumstances in specific cases. Consequently, every individual shareholder should consult a tax advisor concerning the tax implications of the transactions, including the applicability and effect of foreign regulations and tax agreements.
The transfer of Green Gaming Group Plc shares in return for payment in the form of Mr Green shares
In 2013, holders of Green Gaming Group Plc (GGG Plc) shares divested their GGG Plc shares in return for payment in the form of Mr Green shares, through what is termed a share exchange.
An exchange of shares for other shares is normally taxable as an ordinary divestment in accordance with the regulations on capital-gains taxation.
For Swedish limited liability companies, capital gains on unlisted shares are normally exempt from tax. By virtue of the GGG Plc shares being unlisted shares, the divestment in 2013, which was implemented through a share exchange, is not taxable. However, this does not apply to the companies that held GGG Plc shares as current assets for tax purposes.
Limited liability companies that implemented the share exchange should append a special letter to their income-tax return to submit information regarding the exchange of shares and “cross” the box on the first page of the income-tax return.
For private individuals, in order for an exchange of shares to be implemented without tax implications, the terms and conditions for the application of the rules on deferred taxation for share exchanges must be met. Transferator AB has concluded that the terms and conditions for an application of these rules are fulfilled with regard to the exchange of GGG Plc shares in return for payment in the form of Mr Green shares.
An application of the rules on deferred taxation entails that the shares that were obtained through the share exchange absorb the acquisition costs for the shares that were submitted in the exchange. Accordingly, the acquisition cost for Mr Green shares refers to the acquisition costs that existed for the exchanged GGG Plc shares. For subsequent sales of Mr Green shares, the tax outcome will be calculated by taking into account this absorbed acquisition cost.
The rules on deferred taxation are mandatory and applied regardless of whether or not the taxpayer requests this. This means that the actual share exchange does not need to be declared for the 2013 income year. However, a private individual who implemented the share exchange should submit the information in his/her income-tax return under “Other information” regarding the exchange of shares and the application of the rules on deferred taxation.
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