entree - The Irish Times
CLASSIFICATION SHEET BUREAU D'IMPOSITION SOC. 6
ENTREE This document relates to the following request: 22 April 2009 References: SAD/CERO/Q7509011M-MLFO
Client (Fiscal number): GUS US Boldin s BV - Luxembour branch "Lux Branch")- 2005 3400 761
1. Key topics: Luxembourg branch - Fiscal unity migration of the head office 2. Name of the advisor : PwC 3. Corporate group's name, or fund sponsor: Experian Pie 4. Name of the project: Project l(jldare - Phases III and IV S. Amount intended to be invested: 6. Date of receipt:
2 2 AV~. lOU9
l
For the attention of Mr Marius Kohl Administration des Contributions Directes Bureau d'imposition Societes VI 18, Rue du Fort Wedell L-2982 Luxembourg
PriccwatcrhouscCoopcrs Societc ii rcsponsabilitc limit cc Reviscur d'cntrcpriscs 400, route d'Esch B.P. 1443 L-10 l 4 Luxembourg Telephone +352 494848-1 Facsimile+352 494848-2900
www.pwc.com/lu [email protected]
22 April 2009 References: SAD/CERO/Q7509011M-MLFO
Experian pie - Project Kildare Phases III and IV GUS US Holdings BY-Luxembourg branch - 2005 3400 761 Dear Mr Kohl, We refer to our meeting held on 18 March 2009 related to the contemplated conversion and migration of GUS US Holdings BY, the head office of the Luxembourg branch (GUS US Holdings BY-Luxembourg branch, hereafter referred to as "Lux Branch"), which in tum is the head of the existing Luxembourg fiscal unity. We also refer to our meeting held on 2 July 2008. In addition, we would like to infom1 you of one remaining operation from Phase III (we refer to our letter dated 4 March 2009 and referenced SAD/CEROffSAK/Q7509003M-MLFO). ln this respect, we are pleased to submit for your review and approval/comments the Luxembourg tax treatment of the following transactions.
A
Description of the transactions
1.
Recently, Experian Pie reorganised its Luxembourg structure and kept Lux Branch, being the head of the existing fiscal unity that will maintain a certain activity until the end of the five year period required to benefit from the Luxembourg fiscal unity regime as stated in article 164bis of the Luxembourg Income Tax Law. In this respect, we refer to our letter dated 4 March 2009. Further to this reorganisation, Experian contemplates to streamline its Dutch structure.
2.
For your information, you will find enclosed a simplified chart of the current structure and final structure in Appendix 1.
R.C.S. Luxembourg B 65 477 · TY A LU 17564447
B
Applicable Luxembourg tax regime Phase III
B.1 Taking over of costs incurred by the liquidated/merged Luxembourg companies by Lux Branch 3.
All of the expenses incurred by GUS Luxembourg Investments Sari, Experian Luxembourg Sari, GUS Luxembourg Sarl, GUS Luxembourg 2005 Sari, GUS Luxembourg Holdings Sarl and GUS International Finance Sarl in a relative short period before their liquidations/mergers, should be paid by and recognised in the accounts of Lux Branch. This is to make the liquidation/merger process easier to manage. These expenses should be relatively immaterial (approximately EUR 15,000) and should be considered as tax deductible at the level of the Lux Branch. Phase IV
B.2 Conversion of GUS US Holdings BV (the head office of Lux Branch) into an NV and then into a SE 4.
According to the Dutch law, the legal personality of GUS US Holdings BV will remain intact throughout the conversion process.
5.
Given the continuity of the legal personality of GUS US Holdings BV, there should not be any impact on the tax situation of Lux Branch in Luxembourg. Moreover, the existing Luxembourg fiscal unity should not be jeopardized retrospectively and no new five year period should re-start.
B.3 Migration of GUS US Holdings SE (the head office of Lux Branch) from the Netherlands to the UK 6.
The existing Luxembourg fiscal unity will continue without re-starting of a new five year period.
7.
Any other operations, which should take place at the level of the head office of Lux Branch should not entail any impact in Luxembourg as long as the head office of Lux Branch does not disappear e.g.; through a merger or liquidation. Indeed, the share premium of the head office of Lux Branch may be capitalised in order to be converted into ordinary share capital and then into distributable reserves prior to declare a dividend to its new shareholder. This will not have any tax impact on Lux Branch. Finally, changing the order of the steps (e.g. to migrate first and then convert) should not change the above Luxembourg tax consequences. (2)
We would respectfully request that you confirm the tax treatment of the situation described above or that you provide us with your remarks, if any. We remain at your disposal should you need any further information and would like to thank you for the attention that you will give to our request. Yours sincerely,
Sarni Douenias Partner
Appendix 1:
Director
Simplified chart of the current structure and final structure
For appr oval Le prepose du bureau i imposition Societes 6 Murids Kohl
2 2 AVR. l009
Luxembourg, le
171is tax agreement is based on th e facts as presented lo Pricewa/ rhouseCoopers Sari as at !he date the advice was given. 171e agreement is dependent on specific facts and circumstances and may not
bj
appropriate to another party than the one for which ii was prepared.
71iis tax agreement was prepared wi1h 011/y the interests of Exper an pie in mind, and was not p/a1111ed
or carried out in co11temp!ation of
any use by any other party. PricewaterhouseCoopers Sari, ils par ,ners, employees and or agents. neither owe nor accept any duty ofcare I or any responsibility to any other party. whether in contract or \(n ton (including without limitation. negligence or breach of statutory duty) however arising, and shall not be liable in respect of any /o}s, damage or expense of whatever nature which is caused to any other parry.
·"
\
(3)
Appendix 1 SIMPLIFIED CURRENT CHART STRUCTURE
Experian Pie
GUS US
lloldin~
BV
SIMPLIFIED FINAL CHART STRUCT URE
Experian Pie
GUS US lloldings SE (UK)
(4)
ENTREE This document relates to the following request: 22 April 2009 References: SAD/CERO/Q7509011M-MLFO
Client (Fiscal number): GUS US Boldin s BV - Luxembour branch "Lux Branch")- 2005 3400 761
1. Key topics: Luxembourg branch - Fiscal unity migration of the head office 2. Name of the advisor : PwC 3. Corporate group's name, or fund sponsor: Experian Pie 4. Name of the project: Project l(jldare - Phases III and IV S. Amount intended to be invested: 6. Date of receipt:
2 2 AV~. lOU9
l
For the attention of Mr Marius Kohl Administration des Contributions Directes Bureau d'imposition Societes VI 18, Rue du Fort Wedell L-2982 Luxembourg
PriccwatcrhouscCoopcrs Societc ii rcsponsabilitc limit cc Reviscur d'cntrcpriscs 400, route d'Esch B.P. 1443 L-10 l 4 Luxembourg Telephone +352 494848-1 Facsimile+352 494848-2900
www.pwc.com/lu [email protected]
22 April 2009 References: SAD/CERO/Q7509011M-MLFO
Experian pie - Project Kildare Phases III and IV GUS US Holdings BY-Luxembourg branch - 2005 3400 761 Dear Mr Kohl, We refer to our meeting held on 18 March 2009 related to the contemplated conversion and migration of GUS US Holdings BY, the head office of the Luxembourg branch (GUS US Holdings BY-Luxembourg branch, hereafter referred to as "Lux Branch"), which in tum is the head of the existing Luxembourg fiscal unity. We also refer to our meeting held on 2 July 2008. In addition, we would like to infom1 you of one remaining operation from Phase III (we refer to our letter dated 4 March 2009 and referenced SAD/CEROffSAK/Q7509003M-MLFO). ln this respect, we are pleased to submit for your review and approval/comments the Luxembourg tax treatment of the following transactions.
A
Description of the transactions
1.
Recently, Experian Pie reorganised its Luxembourg structure and kept Lux Branch, being the head of the existing fiscal unity that will maintain a certain activity until the end of the five year period required to benefit from the Luxembourg fiscal unity regime as stated in article 164bis of the Luxembourg Income Tax Law. In this respect, we refer to our letter dated 4 March 2009. Further to this reorganisation, Experian contemplates to streamline its Dutch structure.
2.
For your information, you will find enclosed a simplified chart of the current structure and final structure in Appendix 1.
R.C.S. Luxembourg B 65 477 · TY A LU 17564447
B
Applicable Luxembourg tax regime Phase III
B.1 Taking over of costs incurred by the liquidated/merged Luxembourg companies by Lux Branch 3.
All of the expenses incurred by GUS Luxembourg Investments Sari, Experian Luxembourg Sari, GUS Luxembourg Sarl, GUS Luxembourg 2005 Sari, GUS Luxembourg Holdings Sarl and GUS International Finance Sarl in a relative short period before their liquidations/mergers, should be paid by and recognised in the accounts of Lux Branch. This is to make the liquidation/merger process easier to manage. These expenses should be relatively immaterial (approximately EUR 15,000) and should be considered as tax deductible at the level of the Lux Branch. Phase IV
B.2 Conversion of GUS US Holdings BV (the head office of Lux Branch) into an NV and then into a SE 4.
According to the Dutch law, the legal personality of GUS US Holdings BV will remain intact throughout the conversion process.
5.
Given the continuity of the legal personality of GUS US Holdings BV, there should not be any impact on the tax situation of Lux Branch in Luxembourg. Moreover, the existing Luxembourg fiscal unity should not be jeopardized retrospectively and no new five year period should re-start.
B.3 Migration of GUS US Holdings SE (the head office of Lux Branch) from the Netherlands to the UK 6.
The existing Luxembourg fiscal unity will continue without re-starting of a new five year period.
7.
Any other operations, which should take place at the level of the head office of Lux Branch should not entail any impact in Luxembourg as long as the head office of Lux Branch does not disappear e.g.; through a merger or liquidation. Indeed, the share premium of the head office of Lux Branch may be capitalised in order to be converted into ordinary share capital and then into distributable reserves prior to declare a dividend to its new shareholder. This will not have any tax impact on Lux Branch. Finally, changing the order of the steps (e.g. to migrate first and then convert) should not change the above Luxembourg tax consequences. (2)
We would respectfully request that you confirm the tax treatment of the situation described above or that you provide us with your remarks, if any. We remain at your disposal should you need any further information and would like to thank you for the attention that you will give to our request. Yours sincerely,
Sarni Douenias Partner
Appendix 1:
Director
Simplified chart of the current structure and final structure
For appr oval Le prepose du bureau i imposition Societes 6 Murids Kohl
2 2 AVR. l009
Luxembourg, le
171is tax agreement is based on th e facts as presented lo Pricewa/ rhouseCoopers Sari as at !he date the advice was given. 171e agreement is dependent on specific facts and circumstances and may not
bj
appropriate to another party than the one for which ii was prepared.
71iis tax agreement was prepared wi1h 011/y the interests of Exper an pie in mind, and was not p/a1111ed
or carried out in co11temp!ation of
any use by any other party. PricewaterhouseCoopers Sari, ils par ,ners, employees and or agents. neither owe nor accept any duty ofcare I or any responsibility to any other party. whether in contract or \(n ton (including without limitation. negligence or breach of statutory duty) however arising, and shall not be liable in respect of any /o}s, damage or expense of whatever nature which is caused to any other parry.
·"
\
(3)
Appendix 1 SIMPLIFIED CURRENT CHART STRUCTURE
Experian Pie
GUS US
lloldin~
BV
SIMPLIFIED FINAL CHART STRUCT URE
Experian Pie
GUS US lloldings SE (UK)
(4)
