KPMG - IERE

The Shares constitute ‘‘restricted securities’’, as defined in Rule 144(a)(3) under the Securities Act,
and, accordingly, are not freely tradable in the United States. The Company does not intend to list
the Shares on an established securities exchange, have them quoted on an automated inter-dealer
quotation system or otherwise create a public market in the United States for resale of the Shares.
Theses restrictions will make it more difficult to resell the Shares and could have an adverse impact
on their market value. Prospective investors should refer to paragraph 14 of Part XII of this
document entitled ‘‘United States Transfer Restrictions’’.
Risks Relating to the Group’s Structure
Changes in tax laws or their interpretation could affect the Company’s financial condition or prospects and the
level of dividends that the Company is able to pay
The nature and amount of tax which members of the Group expect to pay and the reliefs expected to
be available to any member of the Group are each dependent upon a number of assumptions, any
one of which may change and which would therefore affect the nature and amount of tax payable
and reliefs available. In particular, the nature and amount of tax payable is dependent on the
availability of relief under tax treaties in a number of jurisdictions and is subject to changes to the
tax laws or practice in Luxembourg or any other tax jurisdiction affecting any member of the Group.
Any limitation in the availability of relief under these treaties, any change in the terms of any such
treaty or any changes in tax law, interpretation or practice could increase the amount of tax payable
by members of the Group, could affect the value of the investments held by the Company or affect
the Company’s ability to achieve its investment objective and alter the post-tax returns to
Shareholders. The level of dividends the Company is able to pay would also be likely to be adversely
affected.
The Company invests in various jurisdictions through subsidiaries, not all of which are tax resident in
the same jurisdiction as the investments. It is intended that neither the Company nor any member of
its Group should have any permanent establishment outside the country in which it is tax resident. If
any member of the Group were treated as having a permanent establishment, or as otherwise having
a taxable presence, in any other country income attributable to or effectively connected with such
permanent establishment or taxable presence may be subject to tax in that other jurisdiction.
Changes to the tax residency of the Company and other members of the Group or changes to the treatment of
intra-group arrangements could adversely affect the Company’s financial and operating results
In order to maintain its non-UK tax resident status, each member of the Group and the Company is
required to be controlled and managed outside the United Kingdom. The composition of each Group
company’s board, the place of residence of the board’s individual members and the location(s) in
which the board makes decisions will be important in determining and maintaining the non-UK tax
residence status of that company. Although each company is established outside the UK and a
majority of the Directors live outside the United Kingdom, continued attention must be given to
ensure that major decisions are not made in the United Kingdom or the relevant company may lose
its non-UK tax resident status. As such, management errors could potentially lead to a company
being considered a UK tax resident, which would negatively affect its financial and operating results.
There is a risk that amounts paid or received under intra group arrangements in the past and/or the
future could be deemed for tax purposes to be lower or higher, as the case may be, or fail to be
disregarded for the purposes of calculating tax which may increase the Group’s taxable income or
decrease the amount of relief available to the Group with a consequential negative effect on its
financial and operating results.
The Company will be a controlled foreign company for UK tax purposes
The Company will be a controlled foreign company for the purposes of UK taxation. Accordingly,
any UK tax resident company which, either alone or together with any company or companies
connected or associated with it, has a 25 per cent. or more interest in the Company, could be subject
to UK tax on a deemed apportionment of the Company’s profits.
A charge to tax could arise under section 13 of the UK Taxation of Chargeable Gains Act 1992
In certain circumstances, a portion of any capital gains realised by the Company and not distributed
in the same accounting period could be attributed to Shareholders who hold, alone or together with
associates, more than 10 per cent. of the Shares.
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