Q: Good morning. This isn't so much a question as it is to follow up on my question yesterday relating to the tax treatment of 1:1 exchange of share of units of AW.UN to AW.TO for the benefit of other 5i members. My original question, 5i's answer and the answer I received subsequently from AW Investor relations appears below.
Question: My AW.UN shares were exchanged 1:1 for AW Newco. As this was an "exchange" should my broker be showing a capital gain? If there is indeed a capital gain what is the share price that should be used?
5i Answer: The transaction is tax-free, providing unitholders make a Section 85 Election. If new shares were received on a fully 1-for-1 basis (no cash received other than the distribution), the ACB should be the same as it was before. Brokers are inherently bad at these things. One can contact them to change it, but it is better to keep one's own records for CRA purposes.
Following 5i's Answer I reached out to both my broker who referred me to AW Investor Relations.
AW Investor Relations Answer:
"The conversion from units to shares is considered a deemed disposition at a value based on the date of settlement, which varied broker to broker. We have been advised that in the context of the acquisition and disposition of listed securities, the CRA has traditionally taken the position that the acquisition/disposition date for tax purposes is the date of settlement since it is only at that time that taxpayers have the use of the property received (i.e. A&W shares) in consideration for the property they disposed of (i.e., the Fund's units). We are recommending that shareholders with concerns that the delay in settlement caused them to realize a capital gain (on the disposition of their units) that was larger than it would have been had the transaction settled more quickly should consult with their tax advisors as to whether they can reasonably take a different position."
Following AW's response, I sold out of our position in AW "Newco" today for a tax loss at $37.36 to reduce our Capital Gain on AW.UN which had reflected a settlement value of $43.08. We will either reinter in 30 days or move on.
AW's structuring of the sale was, in my opinion, very poorly executed.
Question: My AW.UN shares were exchanged 1:1 for AW Newco. As this was an "exchange" should my broker be showing a capital gain? If there is indeed a capital gain what is the share price that should be used?
5i Answer: The transaction is tax-free, providing unitholders make a Section 85 Election. If new shares were received on a fully 1-for-1 basis (no cash received other than the distribution), the ACB should be the same as it was before. Brokers are inherently bad at these things. One can contact them to change it, but it is better to keep one's own records for CRA purposes.
Following 5i's Answer I reached out to both my broker who referred me to AW Investor Relations.
AW Investor Relations Answer:
"The conversion from units to shares is considered a deemed disposition at a value based on the date of settlement, which varied broker to broker. We have been advised that in the context of the acquisition and disposition of listed securities, the CRA has traditionally taken the position that the acquisition/disposition date for tax purposes is the date of settlement since it is only at that time that taxpayers have the use of the property received (i.e. A&W shares) in consideration for the property they disposed of (i.e., the Fund's units). We are recommending that shareholders with concerns that the delay in settlement caused them to realize a capital gain (on the disposition of their units) that was larger than it would have been had the transaction settled more quickly should consult with their tax advisors as to whether they can reasonably take a different position."
Following AW's response, I sold out of our position in AW "Newco" today for a tax loss at $37.36 to reduce our Capital Gain on AW.UN which had reflected a settlement value of $43.08. We will either reinter in 30 days or move on.
AW's structuring of the sale was, in my opinion, very poorly executed.
5i Research Answer:
Thank you we appreciate the feedback. Of note, our original answer referencing the rollover was pulled directly from the company's circular as follows: A Resident Holder that (a) is an Eligible Holder, (b) disposes of Units pursuant to the Transaction for consideration that includes A&W Food Services NewCo Shares, and (c) validly makes a Section 85 Election as contemplated herein in respect of the disposition of the Units (an “Electing Resident Holder”), may defer all or a portion of any capital gain otherwise arising on the disposition of Units depending on the Elected Amount (as defined below) and the adjusted cost base to the Eligible Holder of the Units immediately before the disposition, as described a further detail below.