outbound investment series: investing ... · uk tax rates overview (non-residential investment...

64
Outbound Investment Series: Investing in Europe Market update 2015 www.pwc.com/jp/e/tax

Upload: others

Post on 06-Aug-2020

2 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

Outbound Investment Series: Investing in Europe

Market update 2015

www.pwc.com/jp/e/tax

Page 2: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Agenda

Section I. Capital Trends

Section II. UK Trends in Taxation

Section III. German Trends in Taxation

Section IV. French Trends in Taxation

2

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Page 3: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Section I

European Capital trends: Real Estate & Loan Pools

Market update 2015

3

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Page 4: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

What are Global Real Estate Leaders saying about the industry?

On Global Views:

On London Market:

Jon Gray (Blackstone) says REIT Buyouts Loom Amid Bearish Market: “There’s a disconnect, and that creates opportunity”.

Sam Zell (EGI) says there are too many REITs, and in fact, the industry is a flutter with talk of REIT combinations.

Toby Courtland (Great Portland Estates) is positive on London office outlook: “Despite elevated levels of economic uncertainty since the summer…vacancy rates are now at record lows in the West End and, with much of the inventory of space under development already pre-let, we can look forward to further increases in rents”.

John Burns' (Derwent) comments that “The current year is our best ever for lettings”.

6

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Page 5: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

European sectors and most active countries

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

5

Vol YOY

(€B) Chg

Office 78.3€ 18%

Industrial 16.1€ 0%

Retail 52.8€ 55%

All Commercial 147.2€ 26%

Apartment 30.4€ 59%

Hotel 15.4€ 27%

Land 7.7€ 40%

Grand Total 200.7€ 30%

Q3'15 Transaction Summary

Q1 - Q3 2015Vol YOY

(€M) Chg

1 United Kingdom 67,342.9€ 32%

2 Germany 46,207.1€ 40%

3 France 18,391.5€ 6%

4 Sweden 9,471.8€ 6%

5 Netherlands 8,847.3€ 49%

6 Spain 7,912.5€ 19%

7 Itlay 6,890.8€ 107%

8 Finalnd 3,117.2€ 14%

9 Russia 3,283.8$ -10%

10 Poland 1,968.4$ -20%

11 Denmark 3,013.2$ 97%

12 Belgium 1,978.1$ 27%

13 Czech Republic 1,949.4$ 68%

14 Ireland 3,284.2$ -2%

15 Portugal 1,901.9$ 640%

Other Europe 15,118.3$ 111%

200,678.6€ 30%

Most Active Countries in Q3'15

Q1 - Q3 2015

Page 6: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

6

Capital markets UK Listed Real Estate Sector Valuations

Page 7: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

2015 volumes continue to grow as a result of competitive pricing and investor appetite for record deals

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

7

UK, €10bn

UK, €23.5bn UK, €21.5bn [SERIES NAME], €29bn

Ireland, €3bn

Ireland, €2bn

Ireland, €30.5bn [SERIES NAME], €11bn

Spain, €9bn

Spain, €9.5bn

Spain, €21bn

Spain, €6bn

Germany, €10bn

Germany, €10bn

Germany, €6bn

Germany, €15bn

France, €9bn

Belgium, €11.5bn

Italy, €4bn

Italy, €5bn

Italy, €7.5bn

Italy, €11bn Netherlands, €2bn

[SERIES NAME], €2bn

Other, €1bn

Other, €0.5bn

Other, €4.5bn

In progress, €85bn

-

20

40

60

80

100

120

140

160

2012 2013 2014 2015 (9 months)

Face V

alu

e (

€b

n)

Source: PwC analysis Note: Based on the location of the head office of the bank selling the assets

Value of Transactions by Country

€46bn

€64bn

€91bn

€159bn

Page 8: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

2015 volumes continue to grow as a result of competitive pricing and investor appetite for record deals

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

8

CRE, €13bn CRE, €18bn

CRE, €48.5bn

[SERIES NAME], €28bn Secured Retail, €6bn

Secured Retail, €9bn

Secured Retail, €18.5bn

[SERIES NAME], €28bn

Unsecured Retail, €10bn

Unsecured Retail, €15bn

Unsecured Retail, €13.5bn

Unsecured Retail, €7bn

SME/Corporate, €3bn

SME/Corporate, €4.5bn

SME/Corporate, €9bn

SME/Corporate, €10bn

Specialised, €14bn

Specialised, €17.5bn

Specialised, €1.5bn

[SERIES NAME], €1bn

In progress, €85bn

-

20

40

60

80

100

120

140

160

2012 2013 2014 2015 (9 months)

Face V

alu

e (

€b

n)

Source: PwC analysis Note: Based on the location of the head office of the bank selling the assets

Note: ‘Specialised’ includes certain structured and asset backed products, shipping, infrastructure, energy and aviation

Co

mp

lete

d

Value of Transactions by Loan Type

€46bn

€64bn

€91bn

€159bn

Page 9: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Performing loans – gathering pace……the percentage of performing loans to all loans being sold in the market…

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

9

9%

18% 20%

40%

0%

20%

40%

2012 2013 2014 2015(9 months)

Source: PwC analysis Note: Based on the location of the head office of the bank selling the assets

Page 10: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

REAL ASSETS - Unexplored European Markets …some markets are at or near the 2007 peaks

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

10

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

€0B

€5B

€10B

€15B

€20B

€25B

€30B

€35B

€40B

€45B

€50BIn

vestm

ent V

olu

mes

H1'07 vs H1'15 - Investment Volumes

H1 2007 H1 2015 % of 2007

Page 11: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Global Real Estate Capital Flows

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

11

Page 12: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Capital Flows in Europe exceeding €250bn in 2015?

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

12

€0B

€50B

€100B

€150B

€200B

€250B

€300B

€350B

'08 '09 '10 '11 '12 '13 '14 '15

European Investment by Capital Source

Other

MidEast

Asia

North America

Continental

Domestic

0%

2%

4%

6%

8%

10%

12%

€0B

€5B

€10B

€15B

€20B

€25B

€30B

'08 '09 '10 '11 '12 '13 '14 '15

Asian & Mid. East Investment in Europe

MidEast

Asia

%Total

Page 13: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

JAPAN……………… Outbound real estate investment by Japanese investors has been increasing since 2011,

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

13

0.5

1.0

1.5

2.0

2.5

3.0

2007 2008 2009 2010 2011 2012 2013 2014

$ b

illi

on

Total Japanese outbound real estate investments

Others

Asia

Europe

North America

2014 $1.8 billion

Page 14: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

……………………..mainly driven by investment in North America and Europe

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

14

Japan

Source: Real Capital Analytics, CBRE, London

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

$ b

illi

on

2014 $1,348 million

0.2

0.4

0.6

0.8

1.0

1.2

$ b

illi

on

2014 $211 million

0.1

0.1

0.2

0.2

0.3

0.3

0.4

0.4

0.5

$ b

illi

on

2014 $165 million

$211m

$165m

$1,348m

Page 15: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Section II

UK Taxation Trends

15

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Page 16: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Trends in Taxation Introduction to structuring The UK – A well established jurisdiction for inbound investment

• The UK tax framework for non-resident investors in commercial real estate is well established and relatively favourable, particularly as regards:

• Stamp taxes on acquisition

• Taxation of rental income and relevant deductions

• Taxation of capital gains on exit

• Use of debt financing

• Non-residents engaged in “trading” in real estate or involved in the residential sector can however be faced with additional complexity.

• Diverted profits tax – BEPS comes early …

16

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Page 17: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Trends in Taxation Indicative structures for non-UK resident investors

Typical offshore structures

• 20% UK tax on rents, net of interest, other expenses and tax depreciation (“capital allowances”)

• Nil UK tax on capital gains (asset or entity sale)

• No UK withholding taxes (on rents - subject to clearance; on shareholder interest - if non-UK source; or on dividends)

• Shareholder debt subject to transfer pricing rule (debt amount and interest rate)

• 4% stamp duty land tax (“SDLT”) levied on purchaser of commercial real estate (or partnership interest), but currently no stamp taxes on offshore entity purchase (market acceptable)

• For sovereign immunity (where applicable) from UK tax on rents, would need to beneficially hold asset directly or through a partnership or offshore unit trust (no “blocking” corporate vehicles)

• Special considerations to structuring apply if “trading” not “investing”

• Vital that offshore entities not centrally managed & controlled in the UK

• Compared to onshore structure

• Up to (currently) 20% tax on all profits (including rents, capital gains and trading profits), although reduction to 19% by 1 April 2017

• Withholding tax exemptions on shareholder interest potentially more difficult, and more prescriptive thin cap and other anti-avoidance rules

• Stamp duty at 0.5% on UK incorporated company purchase

• Notes:

• More complex rules can apply to residential property

• Investors need to factor in any applicable “home country” tax rules

17

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Fund/Investor

OffshoreCo

UK Property

OffshoreCo

UK

Property

Debt

Instruments

Offshore

Unit Trust

Page 18: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Trends in Taxation UK tax rates overview (non-residential investment property)

18

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Acquisition phase

• Stamp duty land tax

• VAT at asset acquisition

• up to 4% of the (VAT-inclusive, if applicable) purchase price (0%/0.5% stamp on entity deals)

• 0%/20% (on purchase price; to extent VAT-opted unless TOGC)

Holding phase

• Tax on income

• Withholding taxes (rent)

• Withholding taxes (other)

• Thin-cap/TP restrictions

• Property tax rates

• Use of losses

• Tax depreciation

• Value added tax

• 20% (income tax) v up to 20% (corporation tax, although reduction to 19% by 1 April 2017)

• nil (subject to advance clearance for non-residents)

• nil/20% on interest subject to sourcing rules/exemptions/treaties, nil on non-REIT UK dividends

• arm’s length test (amount of debt and rate of interest), debt cap rules for corporation tax only

• generally borne by tenants

• indefinite loss carry-forward provided rental business continues

• capital allowances regime (plant & machinery main rate 18%, special rate 8%)

• 0%/20% (option to tax)

Exit phase

• Tax rate on asset sale • nil CGT for non-residents v up to 20% for residents (corporation tax, reducing to 19%)

Sovereign immunity (where applicable)

• the UK recognises the principle, practice is to obtain advance tax authority clearance

Page 19: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Trends in Taxation UK limited liability partnership/limited partnership

19

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

UKLLP/LP

UK Property

Investors

Advantages

• Simple well known structure

• Potentially attractive to overseas investors for investment activities

• Onshore management may be possible

• Transparent structure

Disadvantages

• SDLT on disposals and movements in income profit sharing ratios

• Income taxed on investors

• Gains or income not able to be ‘rolled up’

• No interest relief for borrowings taken out by individual partners

• Loss of exemption for pension funds if LLP adopted as denied CGT and investment income exemption

Residential property

• Restriction on interest relief or residential land (planned in year 2017/18)

• Non resident CGT charge on residential property

Page 20: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Trends in Taxation UK company

20

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

UK Co

Advantages

• Simple

• Income taxed at low(er) rates (maximum 18% by 2020/21)

• Indexation relief reduces capital gains

• Note restrictions on interest relief

• Lower rate of stamp duty (0.5% vs 4%) may enhance marketability

Disadvantages

• Tax on asset sale

• Difficult to extract property tax efficiently

• No step up in base cost on sale of company shares

Residential property considerations

• ATED annual charges (subject to exemptions)

• Higher rate of SDLT on dwellings >£500,000 from April 2016 (does not apply for acquisitions)

Structuring considerations

• Debt funding – lower cost of extraction. Excess interest treated as distribution.

Page 21: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Trends in Taxation Offshore company

21

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

EU Co

Advantages

• 20% income tax on rental profit (but rate not reduced in line with CT rate)

• Potential to shelter rental profit by gearing (subject to thin cap)

• Register under NRLS to avoid withholding tax

• No CGT on disposals of commercial property (for non-resident shareholder)

Disadvantages

• NRL tax rate 20% - Inefficient if let to UK company paying CT at 18%

• Central management and control issues

• Diverted Profits Tax needs consideration in group context

Residential property considerations

• ATED charges (subject to exemptions)

• ATED CGT (subject to exemptions)

• Non resident CGT

Page 22: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Trends in Taxation Jersey property unit trust

22

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

JPUT

UK Property

Investors

Advantages

• Transparent structure for income purposes (no multiple layers of tax)

• Gains realised offshore and not taxable for non UK resident investors (commercial property)

• Units can be disposed of/ sold down free of SDLT and stamp duty

• Structure commonly used and acceptable to purchasers

Disadvantages

• Structure not suitable for trading activities

• Offshore residence needs to be maintained

• Legal certainty on trust formation

Residential

• ATED - skill applies

• ATED CGT for non-residents

• Non resident CGT

Page 23: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Trends in Taxation The UK as a holding company regime?

23

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

UK HoldCo

UK/European investments

Japanese investors

Key tax implications – Japan

• Main concern likely to be the application of Japanese CFC rules. Key consideration, is the UK company a CFC?

• Unlikely under current rules as 20% tax rate.

• If the UK company operates a real business, possibly qualifies under the active trade or business exemption.

• Taxation of:

• Gains;

• Dividends;

• Interest.

Page 24: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Appendix 1

Continue the conversation…

Presenter CVs

24

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Page 25: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Presenter CVs

Chris Mutch

Partner, Real Estate Deals

TEL: +44 775 392 8161

E-mail: [email protected]

[Photo here]

25

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Page 26: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Presenter CVs

26

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Richard Williams

Director

PwC UK

Phone: +44 (0)20 7804 4491

Email: [email protected]

Page 27: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

2015 - Tokyo Real Estate Event

Germany

www.pwccustoms.com

Page 28: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

5 October 2015

Tax Overview

11

2015 Asian Pacific Real Estate Conference

3 Tax Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 29: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

1. German tax environment

12

2015 Asian Pacific Real Estate Conference

Corporate Income

Tax

15.825%

Real Estate Transfer Tax 3.5. – 6.5%

Trade tax

7 – 17%

VAT

19%

Land Tax

Withholding Tax

26.375%

Federal Taxes

Country Taxes

Municipal Taxes

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 30: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

1. German tax environment

13

2015 Asian Pacific Real Estate Conference

4 German tax environment

German legislation &

administration

German Fiscal Courts

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 31: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

2. Tax structuring objectives

14

2015 Asian Pacific Real Estate Conference

Mitigation of transaction taxes (e.g. RETT)

Reducing CIT leakage

Utilizing Trade Tax relief

WHT – optimized repatriation

Anticipated exit planning

Aligned operational set up

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 32: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

3. RETT - rates

15

2015 Asian Pacific Real Estate Conference

Baden-Wuerttemberg 5,0%

Bavaria 3,5%

Berlin 6,0%

Brandenburg 5,0%

Bremen 5,0%

Hamburg 4,5%

Hesse 6,0%

Mecklenburg West-Pomerania 5,0%

Lower Saxony 5,0%

North Rhine-Westphalia 6,5%

Rhineland-Palatinate 5,0%

Saarland 6,5%

Saxony 3,5%

Saxonly-Anhalt 5,0%

Schleswig-Holstein 6,5%

Thuringia 5,0 %

As per 1 January 2015

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 33: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

4. Tax structuring

16

2015 Asian Pacific Real Estate Conference

Investor

Germany

Operationally very efficient; but • Analysis of the Investor’s tax status

• Foreign (non-EU) tax relief almost not

utilisable

• Taxation of the Investor / its stakeholders in Germany

• German CIT burden (15.825%)

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 34: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

4. Tax structuring

17

2015 Asian Pacific Real Estate Conference

5 Tax structuring

PropCo

Germany

Investor

Holding

The better way to invest in German real estate, • Using Property SPVs

• Implementing sufficient internal gearing

• Making use of trade tax reliefs

• Facilitating existing Holding platforms

• Teaming with JV partners

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 35: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

4. Tax structuring

16

2015 Asian Pacific Real Estate Conference

5 Tax structuring

LP HoldCo

Germany

Investor

Holding

Possible structure:

• German operations by supporting PropCo LP

• LP HoldCo subject to 15.825% CIT on real

estate net income; Trade Tax planning possible

• Interest usually tax deductible (depending inter alia on volume)

• No WHT on profit distributions by PropCo LP

• Depending on HoldCo platform efficient transfer to the Investor

• Various exit options (incl. share deal)

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

PropCo LP

Page 36: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

5. Conclusion

18

2015 Asian Pacific Real Estate Conference

• Any structure should be aligned to the feasible operation set up

Operational Set Up

• Assets may have structuring specialities (e.g. development, residential)

Asset specific requirements • Ongoing process

of changing tax landscape (e.g. BEPS)

Tax & legal framework

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 37: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

French tax environment

Page 38: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Key tax principles General tax data (1/2)

Corporate income tax

• CIT rate: ranges between 33.33% and 38% (turnover considerations)

• Taxation of rental income and capital gains on disposal of properties and/or shares in land rich entities subject to CIT at standard rate

• Thin capitalisation rules apply on financing granted by related companies and bank debt guaranteed by group companies

• Non deductibility of net financial expenses above €3m

3% tax on dividend distribution (not reduced by DTT)

Page 39: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Key tax principles General tax data (2/2)

VAT

• VAT levied at a 20% rate

• VAT is recoverable (not a final cost) if option for VAT on rental income

3% tax on ownership or French RE properties

• 3% applied on FMV of the French property as at 1st January of the year

• Possible exemptions and non application of the tax subject to annual filing (specific return disclosing the ownership chain required) or commitment to communicate information on the shareholders’ chain

Page 40: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Focus DTT Japan/France

Nature of income French tax treatment DTT tax treatment

Dividend paid by French

companies to a Japanese

resident

30% WHT*

Reduced WHT rates :

- 0% (<15% ownership required)

- 5% (10%<15% ownership required)

- 10% (if less than 10% ownership)

Interest paid by French

companies 0% WHT*

10% WHT (many exemptions in the

DTT)

Capital gains upon disposal

of shares in land rich

companies (properties

located in France)

33.33% CGT** 33.33% CGT

*a 75% WHT rate may apply if the payment is made on a bank account located in a Non Cooperative State

Page 41: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Tax principles applicable to RE transactions Comparison asset deal vs share deal (1/2)

Subject Asset Deal Share Deal Best

Step up? Yes

If the acquired target company is

opaque: no

If the acquired target company is

transparent: yes

AD

Discount for latent tax

liability? No

If the acquired target company is

opaque: yes

If the acquired tarhet company is

transparent: no

AD

Capital Gain Taxation? 33.33%, 34.43%, 36.9% or 38% 33.33%, 34.43%, 36.9% or 38% Same

Use of carried forward tax

losses?

Yes but when the capital gain

exceed €1m, a cash out is to be

anticipated (use of tax losses

capped)

Same

If the acquired entity is a pass

through entity, the carried forward

tax losses remain at the level of the

seller

Same

Page 42: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Tax principles applicable to RE transactions Comparison asset deal vs share deal (2/2)

Subject Asset Deal Share Deal Best

Transfer duties & VAT?

1) acquisition of property of

less than 5 years

- Transfer duties: 0.715%

- VAT: 20% but recoverable AD

2) acquisition of property of

more than 5 years

- Transfer duties: 5.8% or 5.09%

- VAT: no SD

Notary fees?

0.825% of property FMV

(negotiable)

+

20% VAT

No SD

Land register tax ?

("Contribution de sécurité

immobilière ")

0.1% on property FMV No SD

Reps & Warranties? Very limited Extensive AD

Complexity? Low High AD

5% transfer duties on purchase

price (debts in the company reduce

the tax basis)

Page 43: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

The Sppicav: a tailored investment vehicle for your RE investments

Page 44: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

What is a Sppicav?

• Sociétés de placement à prépondérance immobilière à capital variable (Sppicav)

• Alternative Investment Fund specialised in real estate investments

• Corporate form with variable capital

• Managed by a management company subject to supervision and control of the Authorité des Marchés Financiers (French Market Supervisory Authority)

• Mark-to-market accounting and valorisation reporting required to investors

• Respect of certain ratios: investment in real estate assets, loan-to-value, etc

• When dedicated to corporate investors, higher flexibility in leverage and minimum capital requirements

A RE regulated vehicle tailored for institutional investors

Page 45: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

What is the CIT treatment of the SPPICAV?

• Exempt from CIT over its real estate income to the extent it would redistribute them

• Distribution of dividend from Sppicav can be subject to French WHT. Rate depends on the location of the investor and the eligibility of the Sppicav to Double Tax Treaty.

• Distributions are not subject to the French 3% distribution tax.

A vehicle benefitting from an attractive tax regime

Page 46: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Direct investment by a Japanese company

SPPICAV

JapanCo

Sub SIIC

SCI

30% WHT on dividend according to French law

No application of the reduced WHT rate as per DTT to dividend from Sppicav

Page 47: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Preferred alternative: investing via a Luxembourg company

Common investment structure in the market

During the holding period: a favourable tax regime

•Full CIT exemption at the French level

•No thin-cap issues

•No trapped cash at the level of SCI (statutory interest)

•No WHT upon interest paid

•No contribution of 3% upon dividend distributions

•WHT of 5% upon dividends distributed to LuxCo1

At exit: flexibility and tax efficiency

• WHT of 5% upon dividends distributed to LuxCo1

• If disposal of shares in SCI:

No discount for inside latent capital gain as free step up in basis can be achieved by purchaser

Reduction of transfer taxes if SCI is leveraged

French property

LuxCo1

French property

1 share

French SPPICAV

ManCo Fund

Management

Interco loan

French SCI

100 % - 1

share Interco loan

PPCPECs/PPL

LuxCo2

Interco loan

Page 48: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Impact of the Protocol to the French / Lux. DTT

SPPICAV SAS

SCI

LuxCo

SPPICAV SAS

SCI

LuxCo

Before After

No taxation in France 33.33% 33.33% if > 10%

Page 49: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Preferred structure under the Protocol to the French / Lux. DTT

SPPICAV

Sub SIIC

SCI

LuxCo

L JJ J

!

Respect the legal requirements for

SPPICAVs

Page 50: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Appendix 2

Continue the conversation…

Presenter CVs

50

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Page 51: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Bruno Lunghi Real Estate Tax Partner [email protected] +33 (1) 56 57 82 79

Page 52: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

Thank you.

© 2015 PwC. All rights reserved. PwC refers to the PwC network and/or one or more of its member

firms, each of which is a separate legal entity. Please see www.pwc.com/structure for further

details.

Page 53: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Appendix 3

German and French Market Overviews

53

December 8, 2015 2015 PwC Asia Pacific Real Estate Conference

Page 54: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

5 October 2015

German Market Overview

3

2015 Asian Pacific Real Estate Conference

1 Market Overview Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 55: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Strong position of German investment market among Europe’s most attractive real estate markets

2015 Asian Pacific Real Estate Conference •

Section 1 – Market Overview

Note: Transaction volume in EUR billion Q1 – Q3 2014.

Source: PwC Research, Emerging Trends in Real Estate Europe 2015 survey.

Top 4 German cities, €10 billions Q1-Q3 2014

4

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 56: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

1 Market Overview

Stuttgart

City of cars Population: 0.6 m

Frankfurt/Main

Financial centre Population: 0.7 m

Dusseldorf

Fashion, trade fair Population: 0.6 m

Hamburg

Hanseatic trading city, port Population: 1.8 m

Berlin

Capital of Germany Population: 3.5 m

Hamburg

Düsseldorf

Stuttgart

Munich

Frankfurt/Main

Berlin

Major centre in South Germany Population: 1.4 m

Munich

Source: JonesLangLasalle

Note: The colour indicates the total transaction volume in € millions (Q1-2013 to Q4-2014)

2015 Asian Pacific Real Estate Conference

The “Big Six” hot spots experience strong demand

5

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 57: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

9.7

21.2

30.7

9.2

5.8

11.1

12.2

14.3

18.1

22.3

- 5 10 15 20 25 30 35

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Investment volume in € bn.

Total transaction volume in 2014 of €40 bn. in Germany

The total German real estate market grew by 30% in 2014

45%

Investments in Germany by property type (2014)

Development of investment volume in “Big Six” cities

Investments in German real estate market

0%

2%

4%

6%

8%

10%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Ne

t p

rim

e y

ield

Office Retail Logistics

Development net prime yield “Big Six” cities

Source: BNP Paribas Real Estate Investment Market Report 2015

2015 Asian Pacific Real Estate Conference

1 Market Overview

42%

23%

11%

8%

16% Office

Retail

Logistics

Hotel

Other

Investment volume in € bn.

2013 2014 Growth in %

Office 13.5 17.0 25%

Retail 8.9 9.3 5%

Logistics 2.8 4.2 54%

Hotel 1.7 3.1 82%

Other 4.0 6.6 62%

Total volume 30.9 40.2 30%

Thereof "Big Six" 18.1 22.3 23%

7

Conclusion Tax structuring REIT - rates Tax structuring objectives German tax environment Contents

Page 58: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

French RE market overview

Page 59: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

PwC Real Estate France provides all relevant services through one centre of competence

Transport & Logistics,

Travel Services

Technology, Information &

Communication, Media

Retail & Consumer

Real Estate & Hospitality

Energy Chemical & Pharma

Medium-sized business

Financial Services

Tax / Legal

Tax advice

Legal advice

M&A

Due Diligence

Assurance

Audit of annual reports

Internal audit

SAS 70

IFRS

Advisory

Strategy & Operations

Risk & Compliance

Finance & Accounting

IT Effectiveness

Consulting

Transactions

Due Diligence

Valuation

Construction

Deals

10 Partners

More than 150 employees

Clients public authorities, investors, property funds, banks, property

companies, hotels, industry and retail companies

Page 60: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

€ 6.8 billion was transacted in Q3 2015, overcoming the lacklustre second quarter, to nearly reach the exceptional Q3 2014 level

-

5 000

10 000

15 000

20 000

25 000

30 000

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Investment in commercial real estate in France (€m)

Q4 Q3 Q2 Q1

Source : CBRE, Immostat

Page 61: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

At 30 September 2015, core assets continue to be the most sought after investment

23%

14%

63%

Style of investments - Q3 2015

Value add

Core +

Source : CBRE, Immostat

Core

Page 62: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Deals over €100m represent more than 60% of the investment volume at 30 September 2015

> €500m

2 deals

< €25m

210 deals

€25m to €50m

39 deals

€50m to €100m

31 deals

Source : CBRE, Immostat

€100m to €200m

28 deals

€200m to €500m

12 deals

13%

9%

16%

28%

22%

12%

Investments by deal size - Q3 2015

Page 63: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

PwC

Steady decrease in prime real estate yield rates since December 2013 to below pre-crisis lows at 30 September 2015

0,00%

1,00%

2,00%

3,00%

4,00%

5,00%

6,00%

7,00%

8,00%

9,00%

12/05 12/06 12/07 12/08 12/09 12/10 12/11 12/12 12/13 12/14 09/15

French real estate prime yields December 2005 through September 2015

Paris CBD prime office Regional prime office Prime shopping centre Class A logistics French Gov.t Bonds French Gov.t Bonds

Shopping Centres

3.50%

Logistics

6.25%

Regional office

5.30%

Paris CBD

3.30%

French gov’t. bonds

0.90% Spread between risk free rate & real estate remains large

Source : CBRE, Immostat

Page 64: Outbound Investment Series: Investing ... · UK tax rates overview (non-residential investment property) 18 2015 PwC Asia Pacific Real Estate Conference December 8, 2015 Acquisition

This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.

© 2015 PwC. All rights reserved.

PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see www.pwc.com/structure for further

details.

PwC Restricted Use - Confidential