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Sisk Group 2010 Tax Ruling

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Sisk, the largest construction company in Ireland, are shown here to be involved in structured tax dodging.
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  CLASSIFICATION SHEET This document relates to the fo llowing request: March 10 2010 References: Q1510005M-NANN Trefoil Luxembourg S a r.l. - Tax numb er to be provided 1. Key top ics: Classes of shares Participation exemption PP L Interest Free Loan 2. Name of the advisor : PwC 3. Co rporate g roup  s name   or fund sponsor: SISK Group -Sicon Limited 4. Name of the project: Famil>. . l nvest_m_e_n_ts 5. Amount intended to be invested: N SOC 6. Date of receipt:  For t he attention of Mr Marius Kohl Administration des Contributions Directes Bureau d'imposition Societes VI 18, rue du Fort Wedell L-2982 Luxembourg March 10, 2010 References: CDT/MLFO/TSDK/DEDI/Ql 510005M-NANN Trefoil Luxembo urg a r.l. - Tax number to be provided Dear Mr Kohl, PricewalerhouseCoopcrs Societe a responsabilite limitee Rcviseur d'entreprises 400, route d Csch B.P. 1443 L-1014 Luxembourg Telephone +352 494848-1 Facsimile +3 52 494848-2900 www.pwc.com/lu inf o@ lu . pwc.com BUREAU D lMPOSlTION SOC. NTR~ 1 M RS 2 1 In our capacity of tax consultant of the Sisk Group, we discussed in our meeting dated January 28, 2010, the tax treatment applicable to the transactions foreseen by our client. This letter aims at confirming the conclusions reached during this meeting and will serve as a basis for the pr eparat ion of the tax returns of the Luxembourg company involved. A. Facts A.I Background l. Sisk Group -Sicon Limited ( SISK ) is a diversified building business involved in construction, specialist stone, architectural glazing, distribution and healthcare in Ireland, United-Kingdom and Belg ium. 2. SISK whi ch is a family owned business is one of the largest privately owned companies in Ireland. n 2008, the turnover exceeded EUR 1.5 billion with 2,800 people employed across all of its operations. 3. Please find attached in Appendix 1 the current and the post-restructuring organization chart of the group as well as an overview of the Sisk family investment. A.2 Restructuring 4. The Sisk family members are considering investing additional funds in the group. A portion of the funds will ultimately be used to refinance the acquisition of a UK incorporated company, Eschmann Limited, while the remainder of the funds invested will be used to finance the ongoing operations of the group. R.C.S. Luxembourg B 65 477 TYi\ LUl7564447  5. The acquisition of Eschmann Limited will be financed through a newly formedLuxembourg company, Trefo il Luxembourg S.a.r.I.. 6. The various steps of the contemplated restructuring relevant from a Luxembourg perspective are as follows: Step 1: Step 2: Step 3: On February 26, 2010, The Sisk family (8 individuals) incorporated a new Luxembourg company, Trefoil Luxembourg S.a r.l. (hereafter referred to as Lux Co ) with a share capital of UR 100,000, divided into 8 classes of shares economically linked to the investors. The 8 shareholders intend to further inve st UR 14,400,000.00 into LuxCo by way of interest free loans. LuxCo will hold one share of a newly incorporated Irish resident company ( lrishCo ). Irish Co will issue a PPI to Lux Co for an amount of UR [ 10 -  5] mio in order to finance the granting of interest bearing loans to another U or Irish group company. The aforementioned amounts are for illustrative purposes and may change upon implementation. B Applicable tax regime B 1 Luxembourg tax residency 7. According to article 159 of the Luxembourg Income Tax Law ( LITL ), capital companies that have either their registered office (i.e. statutory seat) or their central administration in Luxembourg are tax resident in Luxembourg. 8. Pursuant to step 1 the Sisk family has formed a new company resident under the laws of Luxembourg (hereafter referred to as LuxCo ). LuxCo has been incorporated under the fonn of a S.a r.l. and has its statutory seat located in Luxembourg. 9. LuxCo will have its central administration in Luxembourg since its shareholders' meetings and its board meetings will be held in Luxembourg, its main management decisions will effectively be taken in Luxembourg and its accounting will be done and kept in Luxembourg. 10. Therefore, LuxCo will be considered to be a Luxembourg tax resident within the meaning of article 159 LITL and within the meaning of the double tax treaties concluded by Luxembourg. Luxembourg tax residency certificates will be delivered by the Luxembourg tax authorities upon request. (2)

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Jul 23, 2017
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