International Tax

Freeths advised on the tax implications of the restructuring of the ownership structure if the Lloyd Development LLP group to move the legal title to a £92 million property from a Guernsey registered company to a UK intermediary holding company.

The transaction brought the UK property under an ‘umbrella’ of a UK holding company which streamlined and simplified that now out-dated group structure by the removal of a non-UK registered companies and complicated trusts and enabled a more centralised, UK-based management of the group structure.

Freeths advised on the tax treatment of the removal of designated members of an LLP, the winding up of a trust with complicated trust documents, the transfer of the beneficial and legal title to a Scottish property intra-group and the insertion of various holding companies into the group structure.

Freeths tax advised on the demerger and wider reorganisation of the property-holding structure of a Danish and UK tax resident healthcare group.

Freeths transferred the UK care homes and operating companies from Danish entities to a common UK intermediary holding company. The transaction brought the UK care homes under an ‘umbrella’ of a UK holding company which streamlined the group structure by the removal of the Danish entities and enabled a more centralised, UK-based management of the UK care home side of the business.

Freeths structured the transaction, advised on the treatment and foreign entity classification for UK tax purposes of the relevant Danish entities involved in the reorganisation (including for SDLT group relief purposes), applied for HMRC’s confirmation on the entity classification and availability of tax relief and advised on the overall tax treatment including the ‘central management and control’ for corporate residency purposes and practical steps in relation to tax residency.

Freeths tax advised on the cross-border restructuring of a group of Luxembourg incorporated companies, which held significant real estate assets and development opportunities in Germany. The advice guided and enabled a Part 26A Companies Act 2006 debt restructuring plan.

The tax team’s role in this transaction was to advise on the numerous tax implications of the restructure to ensure that the restructuring completed with no adverse tax consequences. Freeths also advised on the appropriate steps to ensure that each of the relevant companies involved in the restructure was able to become or remain tax resident in its desired jurisdiction alongside UK VAT registration requirements. The advice was provided promptly in order to meet strict court deadlines.

The restructuring allowed for the potential rescue of a number of companies in Luxembourg which are involved in the construction of high-value properties in Germany from insolvency and involved the release and appropriation of a number of debts.

Freeths Tax advised the shareholders of BDCG Holdings Limited (the owner of London’s iconic Business Design Centre, a multiple award winner, and the estate also includes the freehold title to the Hilton Hotel located in Islington, London) on the tax aspects of its sale to London International Exhibition Centre Holdings plc (Excel). 

Excel is a subsidiary of ADNEC Group based in Abu Dhabi. ADNEC’s multi-award-winning venue portfolio includes Excel London and ADNEC Centre Abu Dhabi.

Freeths Tax advised the shareholders of the Target on the sale of the entire issued share capital of the Target (together with its subsidiaries) to London International Exhibition Centre Holdings plc, which owns Excel London. 

BDC is Grade II listed venue that spans a 4.5-acre freehold estate and hosts over 130 events (including long-standing shows such as the London Art Fair) and more than 900,000 visitors per year. The venue is a multiple award winner, and the estate also includes the freehold title to the Hilton Hotel land located in Islington, London.

Freeths Tax assisted Karali Group in and negotiated the tax aspects of the purchase of Marugame Udon (EU), the international udon noodles and tempura restaurant brand from the Tokyo listed, Toridoll Holdings.

 Karali Group, known for its long-term track record in multi-brand franchising and owning and operating hospitality brands in the UK and US (including Taco Bell and Crosstown Doughnuts), brought extensive experience to this new phase of expansion for Marugame Udon.

Marugame Udon is one of Japan’s biggest restaurant brands, which arrived to the UK in 2021. The UK estate currently encompasses eight restaurants in London and a restaurant in Reading. 

Freeths Tax assisted in drafting and negotiating a bespoke share purchase agreement and an appropriate tax schedule to enable the purchase by Karali Group of Marugame Udon (EU), from the Tokyo listed, Toridoll Holdings.

Freeths tax advised on the tax residency of companies within a group and the economic and legal ownership of intellectual property developed by a group company. 

Freeths advised on the implications if the economic and legal ownership of the IP did not align, including transfer pricing rules, thin capitalisation rules and controlled foreign company rules. The advice further meant that the economic and legal ownership to any future intellectual property was easily established and reconciled with the same group company.

Freeths tax advised on the cross-border tax implications of a multinational investment company making an investment loan into a UK company.

The tax team advised on the requirement to withhold tax on interest payments to foreign persons and assisted the foreign lenders in applying under the Double Taxation Treaty Passport Scheme. Freeths also prepared clearance applications to HMRC in respect of the Qualifying Private Placement Exemption.

Freeths Tax advised a prominent brand in the health and food supplements industry, serving individuals of all ages in a market primarily based in the US, on the structuring of the purchase.

Freeths Tax advised on the structuring of the purchase, which involved a two-step process: an asset purchase by a newly incorporated seller entity, followed by a share purchase. Freeths tax provided a detailed tax report advising on the different alternative structures of the purchase and the tax implications of such.

Freeths Tax assisted and advised on the VAT registration of the selling corporate vehicle to achieve a transfer of a going concern, without adverse tax consequences. Freeths Tax further provided expert guidance on the tax provisions within a business purchase agreement and the share purchase agreement and negotiated these terms with the seller.

Freeths Tax also offered strategic advice on the distribution of tax risks associated with the transaction, helping clients understand where compromises could be made to reach a commercially viable outcome.

Freeths Tax advised the shareholders of Oakford on its sale to Luxembourg-based Centralis, a market-leading global provider of alternative investments and corporate services. 

The transaction will allow Oakford to bolster the breadth of its clientele and services internationally as well as continue to develop its pre-existing quality service approach.

Freeths analysed and advised on exit planning and structuring of the sale. Freeths analysed the suggested post-sale, Luxembourg based corporate structure and recommended an alternative corporate structure. This corporate structure ensured better tax efficiencies for the client, meanwhile satisfying both parties’ objectives. Freeths tax then negotiated this structure and agreed it with Centralis.  

This structuring advice included tax analysis of the multi-level Luxembourg based entities and whether they would be considered “transparent” or “opaque” under UK legislation and analysis on the roll-over elements of the consideration. Freeths negotiated the tax schedule and the tax elements of the share purchase agreement, advised the client on the various risks and guided the client as to where concession may be made to achieve a commercial result.

Freeths Tax assisted a Mauritius company in its application to HMRC for an exemption from stamp duty under section 77 of the Finance Act 1986. 

This exemption was a necessary element to its acquisition of a parent company (registered in England) of a company in Mauritius, which owns and operates a university in Senegal. 

The application involved explaining a complicated, multi-national corporate structure to HMRC in an easy and accessible way. HMRC granted the exemption which allowed for the wider restructuring and purchase to take place without adverse tax consequences.

Freeths Tax advised MHA on the international acquisition of Baker Tilly South-East Europe (BTSEE) in a deal valued at €24 million. 

MHA has 23 offices in the UK, Ireland and the Cayman Islands and is a London Stock Exchange (LSE) listed company, made the acquisition of Baker Tilly South-East Europe.

Baker Tilly South-East Europe is a leading professional services firm with 12 partners and more than 400 professionals in seven offices across Cyprus, Greece and the wider South-East Europe region with recently reported revenues of €19.4m. It provides a comprehensive suite of services, including audit, tax, advisory, legal and corporate services.  

Freeths drafted and negotiated an international tax schedule and tax elements of the share purchase agreement. Freeths collaborated with international professionals to assess risks, negotiated and drafted the appropriate tax protections ensuring a smooth and a collaborative future relationship and continued growth for the merged groups. 

Freeths advised on the implementation of the HMO leasing business model of an international property management company.

Detailed written tax advice was prepared on the business model and the corporation tax, SDLT, VAT, CIS, and withholding tax implications of operating the business from the UK.

Europe’s largest living operating company is entering the UK HMO market, which has the potential to transform the co-living property market in the UK.