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Share buy-backs

Last updated 18 February 2018

As a shareholder, you may have received an offer from a company to buy back some or all of your shares in the company. If you disposed of shares back to the company under a share buy-back arrangement, you may have made a capital gain or capital loss from that CGT event.

You compare the capital proceeds with your cost base and reduced cost base to work out whether you have made a capital gain or capital loss.

The time you make the capital gain or capital loss will depend on the conditions of the particular buy-back offer. It may be the time you lodge your application to participate in the buy-back or, if it is a conditional offer of buy-back, the time you accept the offer.

If shares in a company:

  • are not bought back by the company in the ordinary course of business of a stock exchange, for example, the company writes to shareholders offering to buy their shares (commonly referred to as ‘off-market share buy-back’), and
  • the buy-back price is less than what the market value of the share would have been if the buy-back hadn’t occurred and was never proposed

then the capital proceeds are taken to be the market value the share would have been if the buy-back hadn’t occurred and was never proposed, minus the amount of any dividend paid under the buy-back.

In this situation, the company may provide you with that market value or, if the company obtained a class ruling from us, you can find out the amount at Capital gains tax.

Under other off-market buy-backs where a dividend is paid as part of the buy-back, the amount paid excluding the dividend is your capital proceeds for the share.

Start of example

Example 23: Buy-back

Sam bought 4,500 shares in Company A in January 1994 at a cost of $5 per share. In February 2017, Sam applied to participate in a buy-back offer to dispose of 675 shares (15%). Company A approved a buy-back of 10% (450) of the shares on 15 June 2017. The company sent Sam a cheque on 5 July 2017 for $4,050 (450 shares × $9). No part of the payment is a dividend.

Sam works out his capital gain for 2016–17 as follows:

If he chooses to use the indexation method:

Capital proceeds

$4,050

Cost base 450 shares × $5
($2,250 x 1.117 including indexation)

$2,513

Capital gain

$1,537

If he chooses to use the discount method:

Capital proceeds

$4,050

Cost base

$2,250

Capital gain (before applying any discount)

$1,800

Sam has no capital losses to apply against this capital gain and decides that the discount method will provide him with the better result. He takes $900 ($1,800 × 50%) into account in working out his net capital gain for the year.

End of example

 

Start of example

Example 24: Off-market buy-back including dividend

Ranjini bought 10,000 shares in Company M in January 2003 at a cost of $6 per share, including brokerage.

In January 2017, the company wrote to its shareholders advising them it was offering to buy back 10% of their shares for $9.60 each. The buy-back price was to include a franked dividend of $1.40 per share (and each dividend was to carry a franking credit of $0.60).

Ranjini applied to participate in the buy-back to sell 1,000 of her shares.

Company M approved the buy-back on 1 May 2017 on the terms anticipated in its earlier letter to shareholders.

The market value of Company M shares at the time of the buy-back (if the buy-back did not occur and was never proposed) was $10.20.

Ranjini received a cheque for $9,600 (1,000 shares × $9.60) on 8 June 2017.

Because it was an off-market share buy-back and the buy-back price was less than what the market value of the share would have been if the buy-back hadn’t occurred, Ranjini works out her capital gain for the 2016–17 year as follows.

Capital proceeds:

Market value ($10.20) less dividend ($1.40) = $8.80
$8.80 × 1,000 shares = $8,800 
Cost base: $6 × 1,000 shares = $6,000
Capital gain (before applying any discount) = $2,800

Ranjini takes her capital gain into account when completing item 18 on her tax return (supplementary section). She also includes her dividend at item 11 on her tax return ($1,400 at T and $600 at U).

End of example

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