Cambridge-based TeraView Holdings has become the first UK company to list on the Korea Securities Dealers Automated Quotations market (KOSDAQ), completing an IPO valued at KRW40 billion (USD27 million), a transaction that entailed cross-border legal complexities.
“The most challenging issue was determining whether UK stamp duty or stamp duty reserve tax would be imposed under UK tax laws, in connection with TeraView’s public offering in Korea, which involved depositing existing and newly issued shares with the Korea Securities Depository and issuing Korean Depositary Receipts [KDRs] in Korea,” said Sung Woon Kang, a partner at Yoon & Yang who led the transaction.
He said that as there had been no precedent of a UK company listing on the Korean securities market, His Majesty’s Revenue and Customs (HMRC) did not have an established position on whether the deposit of UK company shares and the issuance and trading of KDRs based on those shares would be subject to stamp duty or stamp duty reserve tax.
After reviewing the submission from Yoon & Yang, HMRC ultimately confirmed that the transaction did not fall within the scope of stamp duty or stamp duty reserve tax.
The cross-border legal due diligence processes, including reviews on whether the company validly holds all licences and permits that are required, were handled by Kim & Chang and Taylor Wessing.
While Kim & Chang attorneys Hye Sung Kim, Hyungjune An, Jae-In Bae, Jeong Hyun Park and Jackie Yang handled the Korean side, Taylor Wessing’s London-based partner Liz Wilson handled the British side, with additional input from associate Ben Eaves.
TeraView was spun-out of Toshiba Research Europe in 2001, and is currently focusing on the development and commercialisation of precision inspection systems that are increasingly used in advanced semiconductor manufacturing and other high-tech sectors.
