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

There can be no assurance that the Revenue Commissioners will apply this practice in the case of the
holders of Notes and, as mentioned above, there is a statutory obligation to account for Irish tax on a selfassessment
basis and there is no requirement for the Revenue Commissioners to issue or raise an assessment.
Withholding Taxes
In general, withholding tax at the rate of 20 per cent. must be deducted from payments of yearly interest
that are within the charge to Irish tax, which would include those made by a company resident in Ireland for the
purpose of Irish tax. However, Section 64 TCA 1997 provides for the payment of interest in respect of quoted
Eurobonds without deduction of tax in certain circumstances. A “quoted Eurobond” is defined in Section 64
TCA 1997 as a security which:
(a) is issued by a company;
(b) is quoted on a recognised stock exchange (the Irish Stock Exchange is a recognised stock exchange for
this purpose); and
(c) carries a right to interest.
There is no obligation to withhold tax on quoted Eurobonds where:
(a) the person by or through whom the payment is made is not in Ireland; or
(b) the payment is made by or through a person in Ireland, and
(i) the quoted Eurobond is held in a recognised clearing system (Euroclear and Clearstream,
Luxembourg are recognised clearing systems); or
(ii) the person who is the beneficial owner of the quoted Eurobond and who is beneficially entitled to
the interest is not resident in Ireland and has made an appropriate declaration to this effect.
As the Notes to be issued by the Issuer will qualify as quoted Eurobonds and as they will be held in
Euroclear and Clearstream, Luxembourg, the payment of interest in respect of such Notes should be capable of
being made without withholding tax, regardless of where the Noteholder is resident.
Separately, Section 246 TCA 1997 (“Section 246”) provides certain exemptions from this general
obligation to withhold tax. Section 246 provides an exemption in respect of interest payments made by a
qualifying company within the meaning of Section 110 TCA 1997 to a person resident in a relevant territory
except where that person is a company and the interest is paid to the company in connection with a trade or
business carried on in Ireland by that company through a branch or agency. Also Section 246 provides an
exemption in respect of interest payments made by a company in the ordinary course of business carried on by it
to a company resident in a relevant territory except where the interest is paid to the company in connection with
a trade or business carried on in Ireland by that company through a branch or agency. A relevant territory for
this purpose is an E.U. Member State, other than Ireland, or not being such a Member State, a territory with
which Ireland has entered into a double tax treaty that is in effect. As of the Closing Date, Ireland has entered
into a double tax treaty with each of Australia, Austria, Belgium, Bulgaria, Canada, China, Chile (signed but not
yet in effect), Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary,
Iceland, Israel, India, Italy, Japan, Korea (Rep. of), Latvia, Lithuania, Luxembourg, Malaysia, Mexico, the
Netherlands, New Zealand, Norway, Pakistan, Poland, Portugal, Romania, Russia, Slovak Republic, Slovenia,
South Africa, Spain, Sweden, Switzerland, United Kingdom, United States of America and Zambia. New
treaties with Argentina, Egypt, Kuwait, Malta, Moldova, Morocco, Thailand, Tunisia, Turkey, Ukraine and
Vietnam are in the course of being negotiated.
Discounts realised on the Notes will not be subject to Irish withholding tax.
Encashment Tax
Interest on any Note which qualifies for exemption from withholding tax on interest as a quoted Eurobond
(see above) realised or collected by an agent in Ireland on behalf of any Noteholder will be subject to a
withholding at the standard rate of Irish income tax (currently 20 per cent.). This is unless the beneficial owner
of the Note that is entitled to the interest is not resident in Ireland and makes a declaration in the required form.
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