Income Tax Citation and commencement 1 These Regulations may be cited as the Qualifying Private Placement Regulations 2015 and come into force on 1st January 2016. Interpretation 2 1 In these Regulations— “ITA 2007” means the Income Tax Act 2007; “cancelled certificate” has the meaning given by regulation 7(7); “creditor” means, in respect of a payment of interest on a relevant security, the person who is beneficially entitled to that interest; “creditor certificate” has the meaning given by regulation 5(1); “notification” means a notification in writing; “relevant debtor” means the company which stands in the position of debtor in relation to a relevant security; “relevant security” means a security or a loan relationship entered into before, on or after the date on which these Regulations come into force; “scheme” includes any scheme, arrangements or understanding of any kind whatever, whether or not legally enforceable, involving a single transaction or two or more transactions; “tax advantage scheme” means a scheme the main purpose, or one of the main purposes, of which is to obtain a tax advantage within the meaning given by section 1139 of CTA 2010 , other than a negligible tax advantage; “withdrawn certificate” has the meaning given by regulation 6(4). 2 Reference in these Regulations to a relevant security being entered into includes a relevant security being issued. Relevant securities which are qualifying private placements 3 1 A relevant security which meets the debtor and listing conditions is a qualifying private placement if— a the conditions specified in regulation 4 are met; b subject to paragraph (2), the relevant debtor holds a creditor certificate for each creditor; c the relevant security was entered into by the relevant debtor for genuine commercial reasons, and not as part of a tax advantage scheme; and d the relevant debtor reasonably believes that the relevant debtor is not a connected person in respect of each creditor. 2 Paragraph (1)(b) does not include a creditor certificate which is a cancelled or a withdrawn certificate. 3 In this regulation— a “connected person” is to be determined in accordance with section 993 of ITA 2007 but any rights that a person has as a loan creditor are to be disregarded for the purposes of section 450(3)(d) of CTA 2010 ; and b “the debtor and listing conditions” are the conditions specified in paragraphs (a) and (b) of section 888A(2) of ITA 2007. Conditions in relation to relevant securities 4 1 Conditions A and B are specified in relation to the relevant security. 2 Condition A is that the term of the relevant security does not exceed 50 years. 3 Condition B is that— a at the time the relevant security was entered into, it had a minimum value of £10 million; or b where the relevant security had a lower value at the time it was entered into but it was comprised in a single placement with other relevant securities to the same debtor, the placement had a minimum value of £10 million. Creditor certificates 5 1 A “creditor certificate” means a written statement in which a confirmation is made by or on behalf of the creditor that conditions A and B are met in respect of the creditor. 2 Condition A is that the creditor is a resident of a qualifying territory. 3 Condition B is that the creditor is beneficially entitled to the interest on the relevant security for genuine commercial reasons, and not as part of a tax advantage scheme. 4 For the purposes of condition A— “qualifying territory” has the meaning given by section 173 of the Taxation (International and Other Provisions) Act 2010 (“TIOPA”); and “resident” has the meaning given by section 167(5) of TIOPA, subject to paragraph (5). 5 Where— a the creditor (“C”) is the State or any part of the State (including any local authority) of a qualifying territory; and b C would not by virtue of section 167(5) of TIOPA be a resident of that territory, C is to be treated as a resident of the qualifying territory. Withdrawn certificates 6 1 This regulation applies to a creditor certificate other than a cancelled certificate. 2 As soon as practicable after a creditor becomes aware that the confirmation given in a creditor certificate has ceased to apply, the creditor (or a person on the creditor’s behalf) must give a notification to the relevant debtor to that effect. 3 Where a notification is given under paragraph (2), the creditor certificate is of no effect on and from the day after the date on which the notification is received. 4 A creditor certificate which is of no effect further to this regulation is a “withdrawn certificate”. Production of creditor certificates to HMRC and cancelled certificates 7 1 An officer of Her Majesty’s Revenue and Customs (“a relevant officer”) may by a notification given to a debtor (“D”), require D to produce a creditor certificate to the officer. 2 A notification under paragraph (1) must— a describe the certificate to be produced; and b state the date (“the compliance date”) required for compliance (being a date not earlier than 28 days after the date on which the notification is given). 3 D must by the compliance date produce the certificate to the relevant officer. 4 Paragraph (5) applies where— a D fails to comply with paragraph (3); or b the relevant officer reasonably believes that a certificate produced by D is inaccurate in a material particular. 5 Where this paragraph applies, the relevant officer may by a notification given to D determine that a creditor certificate identified in the notification has no effect. 6 Where a notification is given under paragraph (5), the creditor certificate is of no effect on and from the date the notification is received by D. 7 A creditor certificate which is of no effect further to this regulation is a “cancelled certificate”. John Penrose Mel Stride Two of the Lords Commissioners of Her Majesty’s Treasury 9th December 2015