Class Ruling CR 2015/28
Date of effect: 1 July 2014

What this ruling is about: 1. This Ruling sets out the Commissioner's opinion on the way in which the relevant provision(s) identified below apply to the defined class of entities, who take part in the scheme to which this Ruling relates. Relevant provision(s) 2. The relevant provisions dealt with in this Ruling are: All legislative references in this Ruling are to the ITAA 1997 unless otherwise indicated. Class of entities 3. The class of entities to which this Ruling applies is the ordinary shareholders of Fiducian Portfolio Services Limited (Fiducian) who: 4. In this Ruling, this class of entities is referred to as 'participating shareholders'. Qualifications 5. The Commissioner makes this Ruling based on the precise arrangement identified in this Ruling. 6. The class of entities defined in this Ruling may rely on its contents provided the scheme actually carried out is carried out in accordance with the scheme described in paragraphs 9 to 21 of this Ruling. 7. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then:

Class of entities or scheme: 3. The class of entities to which this Ruling applies is the ordinary shareholders of Fiducian Portfolio Services Limited (Fiducian) who: 4. In this Ruling, this class of entities is referred to as 'participating shareholders'. | Qualifications: 5. The Commissioner makes this Ruling based on the precise arrangement identified in this Ruling. 6. The class of entities defined in this Ruling may rely on its contents provided the scheme actually carried out is carried out in accordance with the scheme described in paragraphs 9 to 21 of this Ruling. 7. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then: 8. This Ruling applies from 1 July 2014 to 30 June 2015. The Ruling continues to apply after 30 June 2015 to all entities within the specified class who entered into the specified scheme during the term of the Ruling. However, this Ruling will not apply to taxpayers to the extent that it conflicts with the terms of a settlement of a dispute agreed to before the date of issue of this Ruling (see paragraphs 75 and 76 of Taxation Ruling TR 2006/10). 9. The following description of the scheme is based on information provided by the applicant. The following documents, or relevant parts of them, form part of and are to be read with the description: | Background: 10. The Fiducian Group is a group of related entities that provide financial services including financial planning, funds management, investment platform administration, information technology services, and accounting/accountancy resourcing services. 11. Prior to the restructure of the Fiducian Group, Fiducian was the ultimate holding company and the group comprised of four wholly-owned subsidiaries, being Fiducian Financial Services Pty Limited (FFS), Harold Bodinnar & Associates Pty Ltd (HBA), Money and Advice Pty Ltd (MAA), and Fiducian Business Services Pty Limited (FBS). FBS holds 90% of the ownership interests in Fiducian Resourcing Services Private Limited before and after the restructure of the group. 12. Fiducian was the holder of a number of licences including Australian Financial Services Licences and a Responsible Superannuation Entity Licence. 13. The restructure of the Fiducian Group involved the structural separation of the Fiducian Group's superannuation services from its other capacities, all of which were operated by Fiducian. | The restructure of the Fiducian Group: 14. Fiducian Group Limited (NewCo) was incorporated on 20 October 2014 to act as the new ultimate holding company for the Fiducian Group as part of the restructure of the group. 15. Fiducian Investment Management Services Limited (FIM) and Fiducian Services Pty Limited (FSL) are two newly incorporated wholly owned subsidiaries of NewCo. Both were incorporated on 21 October 2014. 16. All Fiducian shareholders registered at 5:00pm (Sydney time) on 13 February 2015 (the Scheme Record Date) participated in the exchange. 17. The restructure of the Fiducian Group occurred in two stages: 18. The scheme was approved by Fiducian shareholders at the scheme meeting held on 2 February 2015, and by way of a court approved scheme of arrangement under subsection 411(6) of the Corporations Act 2001 on 5 February 2015. | Other matters: 19. For the purposes of Division 855, Fiducian shares are not taxable Australian real property or indirect Australian real property interests at the Scheme Record Date. 20. Fiducian was not the head company of a consolidated group. 21. NewCo will choose that section 615-65 applies after the Implementation Date in accordance with section 615-30. | Resident participating shareholders: 22. Participating shareholders who are Australian residents for the purposes of subsection 995-1(1) (resident participating shareholders) will be eligible to choose roll-over relief under Division 615 for the exchange of each of their Fiducian shares for NewCo shares. 23. Resident participating shareholders who chose roll-over under Division 615 can disregard any capital gains or capital losses from the disposal of Fiducian shares under the exchange (section 615-40). 24. For resident participating shareholders who chose roll-over relief under Division 615, the first element of the cost base and reduced cost base of each NewCo share they have acquired under the exchange will be the total of the cost bases of all the Fiducian shares (worked out when the resident participating shareholders dispose of their shares) apportioned over the number of NewCo shares (sections 124-15 and 615-40). 25. For the purposes of determining discount capital gains under Division 115, resident participating shareholders who chose roll-over relief will be taken to have acquired their NewCo shares on the same date they acquired their Fiducian shares (Item 2 in the table under subsection 115-30(1)). | Foreign resident participating shareholders: 26. Any capital gains or losses made by foreign resident participating shareholders from the disposal of their Fiducian share(s), which are not taxable Australian property, under the scheme shall be disregarded (section 855-10). Commissioner of Taxation 22 April 2015 | Resident participating shareholders: 27. Resident participating shareholders can choose to obtain a roll-over under subsection 615-5(1) because: 28. For the resident participating shareholders the roll-over consequences are as set out in paragraphs 23 to 25 of this Ruling. | Foreign resident participating shareholders: 29. Division 855 applies to participating shareholders who are foreign residents. 30. The foreign resident participating shareholders (being foreign residents that do not hold their shares in Fiducian as taxable Australian property) shall disregard any capital gains or losses from the disposal of their shares in Fiducian under the scheme (section 855-10). 31. The following is a detailed contents list for this Ruling: © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products). Not previously issued as a draft

Ruling: Resident participating shareholders: 22. Participating shareholders who are Australian residents for the purposes of subsection 995-1(1) (resident participating shareholders) will be eligible to choose roll-over relief under Division 615 for the exchange of each of their Fiducian shares for NewCo shares. 23. Resident participating shareholders who chose roll-over under Division 615 can disregard any capital gains or capital losses from the disposal of Fiducian shares under the exchange (section 615-40). 24. For resident participating shareholders who chose roll-over relief under Division 615, the first element of the cost base and reduced cost base of each NewCo share they have acquired under the exchange will be the total of the cost bases of all the Fiducian shares (worked out when the resident participating shareholders dispose of their shares) apportioned over the number of NewCo shares (sections 124-15 and 615-40). 25. For the purposes of determining discount capital gains under Division 115, resident participating shareholders who chose roll-over relief will be taken to have acquired their NewCo shares on the same date they acquired their Fiducian shares (Item 2 in the table under subsection 115-30(1)). | Foreign resident participating shareholders: 26. Any capital gains or losses made by foreign resident participating shareholders from the disposal of their Fiducian share(s), which are not taxable Australian property, under the scheme shall be disregarded (section 855-10). Commissioner of Taxation 22 April 2015


Appendix: Resident participating shareholders: 27. Resident participating shareholders can choose to obtain a roll-over under subsection 615-5(1) because: 28. For the resident participating shareholders the roll-over consequences are as set out in paragraphs 23 to 25 of this Ruling. | Foreign resident participating shareholders: 29. Division 855 applies to participating shareholders who are foreign residents. 30. The foreign resident participating shareholders (being foreign residents that do not hold their shares in Fiducian as taxable Australian property) shall disregard any capital gains or losses from the disposal of their shares in Fiducian under the scheme (section 855-10).


What this Ruling is about | NOT LEGALLY BINDING SECTION: | A public ruling is an expression of the Commissioner's opinion about the way in which a relevant provision applies, or would apply, to entities generally or to a class of entities in relation to a particular scheme or a class of schemes. | If you rely on this ruling, the Commissioner must apply the law to you in the way set out in the ruling (unless the Commissioner is satisfied that the ruling is incorrect and disadvantages you, in which case the law may be applied to you in a way that is more favourable for you - provided the Commissioner is not prevented from doing so by a time limit imposed by the law). You will be protected from having to pay any underpaid tax, penalty or interest in respect of the matters covered by this ruling if it turns out that it does not correctly state how the relevant provision applies to you. | Appendix 2 - Detailed contents list


Related rulings: TR 2006/10
Legislative references: ITAA 1997 ITAA 1997 Div 115 ITAA 1997 115-30(1) ITAA 1997 124-15 ITAA 1997 Div 230 ITAA 1997 Div 615 ITAA 1997 Subdiv 615-B ITAA 1997 615-5(1) ITAA 1997 615-15 ITAA 1997 615-20(1) ITAA 1997 615-20(2) ITAA 1997 615-20(3) ITAA 1997 615-25(1) ITAA 1997 615-25(2) ITAA 1997 615-25(3) ITAA 1997 615-25(3) ITAA 1997 615-30 ITAA 1997 615-30(1) ITAA 1997 615-40 ITAA 1997 615-65 ITAA 1997 Div 855 ITAA 1997 855-10 ITAA 1997 995-1(1) Corporations Act 2001 411(6) TAA 1953
Subject references: Capital gains tax Roll-over for business restructures Capital gains tax and foreign residents