On July 1, 2016, the location of incorporation of the parent company of the Cardtronics group of companies was changed from Delaware to the United Kingdom. More specifically, Cardtronics plc, a public limited company organized under English law (“Cardtronics plc” or the “Company”), became the new publicly traded corporate parent of the Cardtronics group of companies following the completion of the merger between Cardtronics, Inc., a Delaware corporation, and one of its subsidiaries. At the effective time of the merger, each issued and outstanding share of Cardtronics, Inc. common stock was converted into one share of Cardtronics plc (the “Exchange”).
Pursuant to U.S. federal tax regulations, issuers of corporate securities are required to file IRS Form 8937 to report organizational actions that affect the basis of those securities. In an effort to provide shareholders with as much information as possible regarding potential U.S. federal income tax consequences as a result of the Exchange, we have made available to our shareholders the communication set forth below. For more detailed information regarding the material tax considerations of the redomicile transaction, please see the proxy statement/prospectus on Form S-4 filed by Cardtronics plc and declared effective by the U.S. Securities and Exchange Commission on May 19, 2016, as supplemented, including the section entitled "Material Tax Considerations-Material U.S. Federal Income Tax Consequences."
Cardtronics does not provide tax advice. Shareholders should consult their tax advisors as to the particular consequences of the Exchange.
Statutory Reports – U.K. Companies Act Annual Report
Cardtronics plc is subject to disclosure obligations in the U.S. and U.K. While some of these requirements overlap or are otherwise similar, some differ and require distinct disclosures. Pursuant to the requirements of the Companies Act, our U.K. Companies Act annual report, included at the link below, includes our strategic report, directors report and other required financial information (including our statutory accounts and statutory Auditors’ Report for the years ended December 31, 2018, 2017 and 2016).
UK Tax Policy
Cardtronics is proud of the values with which it conducts its business. It has and will continue to uphold the highest standards of business ethics and personal integrity in all of its transactions and interactions.
It is the intent of Cardtronics plc that this tax policy document complies with the duty under paragraph 16(2) of Schedule 19 of the Finance Act 2016 to publish the Group tax policy for the year ended 31 December 2018.