Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

Stamp Duty
If the Issuer is a qualifying company within the meaning of Section 110 TCA 1997, as amended, (and it is
expected that the Issuer will be such a qualifying company) no Irish stamp duty will be payable on either the
issue or transfer of the Notes, provided that the money raised by the issue of the Notes is used in the course of
the Issuer’s business.
Taxation of Noteholders—Income Tax
In general, persons who are resident in Ireland are liable to Irish taxation on their world-wide income
whereas persons who are not resident in Ireland are only liable to Irish taxation on their Irish source income. All
persons are under a statutory obligation to account for Irish tax on a self-assessment basis and there is no
requirement for the Revenue Commissioners to issue or raise an assessment.
Interest paid and discounts realised on the Notes may be regarded as having an Irish source and therefore
interest earned and discounts realised on such Notes may be regarded as Irish source income. Accordingly,
pursuant to general Irish tax rules, a non-Irish resident person in receipt of such income would be technically
liable to Irish income tax (and levies if received by an individual) subject to the provisions of any applicable
double tax treaty. Ireland has currently 44 double tax treaties in effect (see “Withholding Taxes” below) and the
majority of them exempt interest (which sometimes includes discounts) from Irish tax when received by a
resident of the other jurisdiction. Credit is available for any Irish tax withheld from income on account of the
related income tax liability. Companies that are not resident in Ireland for the purposes of Irish tax, where the
income is not attributable to a branch or agency of the company in Ireland, are subject to income tax at the
standard rate. Therefore any withholding tax suffered should be equal to and in satisfaction of the full income
tax liability. (Companies that are not resident in Ireland for the purposes of Irish tax operating in Ireland
through a branch or agency of the company in Ireland to which the income is attributable would be subject to
Irish corporation tax).
There is an exemption from Irish income tax under Section 198 TCA 1997 in certain circumstances.
These circumstances include:
(a) where interest is paid by a qualifying company within the meaning of Section 110 TCA 1997 to a
person that is resident in an EU Member State (other than Ireland) or is a resident of a territory with
which Ireland has a double tax treaty that is in effect, under the terms of that treaty;
(b) where interest is paid by a company to a person that is not resident in Ireland and that is regarded as
being resident in an EU Member State (other than Ireland) or is a resident of a territory with which
Ireland has a double tax treaty that is in effect, under the terms of that treaty, and the interest is exempt
from withholding tax because it is payable on a quoted Eurobond (see “Withholding Taxes” below); or
(c) where the interest is paid by a company in the ordinary course of its trade or business and the recipient
of the interest is a company that is resident in an EU Member State (other than Ireland) or that is a
resident of a territory with which Ireland has a double tax treaty that is in effect, under the terms of that
treaty.
Interest on the Notes which does not fall within the above exemptions and discounts realised are within the
charge to Irish income tax to the extent that a double tax treaty that is in effect does not exempt the interest or
discount as the case may be. However, it is understood that the Revenue Commissioners have, in the past,
operated a practice (as a consequence of the absence of a collection mechanism rather than adopted policy)
whereby no action will be taken to pursue any liability to such Irish tax in respect of persons who are regarded
as not being resident in Ireland except where such persons:
(i) are chargeable in the name of a person (including a trustee) or in the name of an agent or branch in
Ireland having the management or control of the interest; or
(ii) seek to claim relief and/or repayment of tax deducted at source in respect of taxed income from
Irish sources; or
(iii) are chargeable to Irish corporation tax on the income of an Irish branch or agency or to income tax
on the profits of a trade carried on in Ireland to which the interest is attributable.
208