Class Ruling CR 2010/72
Date of effect: 1 July 2009

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 subsequent legislative references in this Ruling are to the ITAA 1997 unless otherwise stated. Class of entities 3. The class of entities to whom this Ruling applies consists of the shareholders of Accenture Limited (AL) who: In this ruling, an entity belonging to this class of entities is referred to as an 'AL shareholder'. Qualifications 4. The Commissioner makes this Ruling based on the proposed scheme precisely identified in this Ruling. 5. 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 23 of this Ruling. 6. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then: 7. This work is copyright. Apart from any use as permitted under the Copyright Act 1968 , no part may be reproduced by any process without prior written permission from the Commonwealth. Requests and inquiries concerning reproduction and rights should be addressed to:

Class of entities or scheme: 3. The class of entities to whom this Ruling applies consists of the shareholders of Accenture Limited (AL) who: In this ruling, an entity belonging to this class of entities is referred to as an 'AL shareholder'. | Qualifications: 4. The Commissioner makes this Ruling based on the proposed scheme precisely identified in this Ruling. 5. 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 23 of this Ruling. 6. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then: 7. This work is copyright. Apart from any use as permitted under the Copyright Act 1968 , no part may be reproduced by any process without prior written permission from the Commonwealth. Requests and inquiries concerning reproduction and rights should be addressed to: 8. This Ruling applies from 1 July 2009 to 30 June 2010. The Ruling continues to apply after 30 June 2010 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: Note: certain information has been provided on a commercial-in-confidence basis and will not be disclosed or released under Freedom of Information legislation. | Overview: 10. The scheme that is the subject of this Ruling involves a change to the corporate structure and reorganisation of the Accenture group of companies. | Accenture Limited (AL): 11. AL was incorporated in 2001 and was a tax resident of Bermuda prior to the scheme that is the subject of this Ruling. Until 1 September 2009 AL Class A shares were listed on the New York Stock Exchange (NYSE). 12. AL was, prior to the scheme, the ultimate holding company of the Accenture group of companies. 13. AL had, prior to the scheme, the following classes of shares issued: 14. As at 19 June 2009, AL had over 671 million whole AL Class A shares on issue and approximately 57 million of those were held by subsidiaries of AL. AL also had over 99 million AL Class X shares on issue. | Accenture plc: 15. Accenture plc was incorporated on 10 June 2009 and is a tax resident of the Republic of Ireland. 16. At the time of incorporation, Accenture plc was a wholly owned subsidiary of AL. | Restructure: 17. The corporate restructure of the Accenture group of companies involved the interposition of Accenture plc as the new holding company of the Accenture group pursuant to a scheme of arrangement under the Bermuda Companies Act 1981 (the Scheme). 18. The Scheme was subject to the approval of AL shareholders and the Supreme Court of Bermuda. 19. On 31 August 2009, all fractional AL Class A common shares were cancelled. AL shareholders who held fractional AL Class A common shares received a cash amount which was calculated based on the average of the high and low trading prices of whole AL Class A shares on the NYSE on the business day immediately preceding the effective date of the Accenture Ltd Scheme of Arrangement (the taxation consequences of cash payment are not considered in this Ruling). 20. Under the Scheme and just before the transaction time being 9:00am on 1 September 2009: 21. As a result of the Scheme, AL became a wholly owned subsidiary of Accenture plc. | Other matters: 22. After the implementation of the Scheme, all whole AL Class A shares and fractional Class A common shares were de-listed from the NYSE. Accenture plc Class A ordinary shares were listed on NYSE on 1 September 2009. 23. AL was liquidated on 29 December 2009. | Cancellation of whole AL Class A shares and AL Class X shares: 24. CGT event C2 happened when an AL shareholder's whole AL Class A share or AL Class X share was cancelled under the scheme described in this Ruling. The time of the event was the scheme implementation date, 1 September 2009 (subsection 104-25(1) and paragraph 104-25(2)(b)). | Capital gain or capital loss: 25. An AL shareholder made a capital gain from CGT event C2 happening if the capital proceeds from the cancellation of their whole AL Class A share or AL Class X share exceeded its cost base. An AL shareholder made a capital loss if the capital proceeds were less than the reduced cost base of the cancelled whole AL Class A share or AL Class X share (subsection 104-25(3)). | Capital proceeds: 26. The capital proceeds for each whole AL Class A share or AL Class X share cancelled was the market value of the Accenture plc Class A share or Accenture plc Class X share received in respect of CGT event C2 happening, worked out at the time of the CGT event (subsection 116-20(1)). | If a capital loss was made: 27. If an AL shareholder made a capital loss from the cancellation of a whole AL Class A share or AL Class X share, they cannot choose scrip for scrip roll-over under Subdivision 124-M (subsection 124-780(3)). | If a capital gain was made: 28. Subject to the qualification in paragraph 29 of this Ruling, an AL shareholder who made a capital gain from the cancellation of their whole AL Class A share or AL Class X share may chose scrip for scrip roll-over under Subdivision 124-M (section 124-780). 29. Scrip for scrip roll-over cannot be chosen if any capital gain the AL shareholder might make from the replacement Accenture plc Class A share or Accenture plc Class X share would be disregarded, except because of a roll-over (subsection 124-795(2)). | If scrip for scrip roll-over is chosen: 30. If an AL shareholder chooses scrip for scrip roll-over, the capital gain made from the cancellation of a whole AL Class A share or AL Class X share is disregarded (subsection 124-785(1)). | If scrip for scrip roll-over is not chosen: 31. If an AL shareholder does not choose scrip for scrip roll-over, the capital gain made from the cancellation of a whole AL Class A share or AL Class X share is not disregarded. | Discount capital gain: 32. AL shareholders who made a capital gain where roll-over is not chosen or cannot be chosen, may be eligible to treat the gain as a 'discount capital gain' provided that they satisfy the requirements of Subdivision 115-A. | If scrip for scrip is chosen: 33. Where scrip for scrip roll-over is chosen, the first element of the cost base and reduced cost base of each Accenture plc Class A share or Accenture plc Class X share is worked out by reasonably attributing to it the cost base of the whole AL Class A share or AL Class X share exchanged for the relevant Accenture plc Class A share or Accenture plc Class X share (subsections 124-785(2) and 124-785(4)). | If scrip for scrip is not chosen, or cannot be chosen: 34. Where scrip for scrip roll-over is not chosen, or cannot be chosen, the first element of the AL shareholder's cost base and reduced cost base of each Accenture plc Class A share or Accenture plc Class X share received is equal to the market value of the whole AL Class A share or AL Class X share exchanged for the relevant Accenture plc Class A share or Accenture plc Class X share worked out as at the time of the acquisition (subsection 110-25(2) and subsection 110-55(2)). | Acquisition date of Accenture plc Class A shares or Accenture plc Class X shares: 35. AL shareholders acquired their Accenture plc Class A shares or Accenture plc Class X shares on the date those shares were issued to each AL shareholder, that is 1 September 2009 (item 2 of the table in section 109-10). 36. However, for the purposes of determining eligibility to a discount capital gain, AL shareholders who choose scrip for scrip roll-over are taken to have acquired their Accenture plc Class A shares or Accenture plc Class X shares when they acquired the corresponding whole AL Class A shares or AL Class X shares (item 2 of the table in subsection 115-30(1)). Commissioner of Taxation 8 December 2010 37. The tax consequences and relevant legislative provisions that arise concerning the scheme that is the subject of this Ruling are outlined in the Ruling part of this document. 38. The significant tax consequence is the availability of scrip for scrip roll-over under Subdivision 124-M. Scrip for scrip roll-over enables a shareholder to disregard a capital gain from a share that is disposed of as part of a corporate restructure if the shareholder receives a replacement share in the exchange. It also provides special rules for calculating the cost base and reduced cost base of the replacement share. 39. Subdivision 124-M contains a number of conditions for, and exceptions to, a shareholder being eligible to choose scrip for scrip roll-over. The main conditions and exceptions that are relevant to the circumstances of the corporate restructure of the Accenture group are: 40. Under the scheme the conditions for roll-over under Subdivision 124-M are satisfied. 41. The following is a detailed contents list for this Ruling: Not previously issued as a draft

Ruling: Cancellation of whole AL Class A shares and AL Class X shares: 24. CGT event C2 happened when an AL shareholder's whole AL Class A share or AL Class X share was cancelled under the scheme described in this Ruling. The time of the event was the scheme implementation date, 1 September 2009 (subsection 104-25(1) and paragraph 104-25(2)(b)). | Capital gain or capital loss: 25. An AL shareholder made a capital gain from CGT event C2 happening if the capital proceeds from the cancellation of their whole AL Class A share or AL Class X share exceeded its cost base. An AL shareholder made a capital loss if the capital proceeds were less than the reduced cost base of the cancelled whole AL Class A share or AL Class X share (subsection 104-25(3)). | Capital proceeds: 26. The capital proceeds for each whole AL Class A share or AL Class X share cancelled was the market value of the Accenture plc Class A share or Accenture plc Class X share received in respect of CGT event C2 happening, worked out at the time of the CGT event (subsection 116-20(1)). | If a capital loss was made: 27. If an AL shareholder made a capital loss from the cancellation of a whole AL Class A share or AL Class X share, they cannot choose scrip for scrip roll-over under Subdivision 124-M (subsection 124-780(3)). | If a capital gain was made: 28. Subject to the qualification in paragraph 29 of this Ruling, an AL shareholder who made a capital gain from the cancellation of their whole AL Class A share or AL Class X share may chose scrip for scrip roll-over under Subdivision 124-M (section 124-780). 29. Scrip for scrip roll-over cannot be chosen if any capital gain the AL shareholder might make from the replacement Accenture plc Class A share or Accenture plc Class X share would be disregarded, except because of a roll-over (subsection 124-795(2)). | If scrip for scrip roll-over is chosen: 30. If an AL shareholder chooses scrip for scrip roll-over, the capital gain made from the cancellation of a whole AL Class A share or AL Class X share is disregarded (subsection 124-785(1)). | If scrip for scrip roll-over is not chosen: 31. If an AL shareholder does not choose scrip for scrip roll-over, the capital gain made from the cancellation of a whole AL Class A share or AL Class X share is not disregarded. | Discount capital gain: 32. AL shareholders who made a capital gain where roll-over is not chosen or cannot be chosen, may be eligible to treat the gain as a 'discount capital gain' provided that they satisfy the requirements of Subdivision 115-A. | If scrip for scrip is chosen: 33. Where scrip for scrip roll-over is chosen, the first element of the cost base and reduced cost base of each Accenture plc Class A share or Accenture plc Class X share is worked out by reasonably attributing to it the cost base of the whole AL Class A share or AL Class X share exchanged for the relevant Accenture plc Class A share or Accenture plc Class X share (subsections 124-785(2) and 124-785(4)). | If scrip for scrip is not chosen, or cannot be chosen: 34. Where scrip for scrip roll-over is not chosen, or cannot be chosen, the first element of the AL shareholder's cost base and reduced cost base of each Accenture plc Class A share or Accenture plc Class X share received is equal to the market value of the whole AL Class A share or AL Class X share exchanged for the relevant Accenture plc Class A share or Accenture plc Class X share worked out as at the time of the acquisition (subsection 110-25(2) and subsection 110-55(2)). | Acquisition date of Accenture plc Class A shares or Accenture plc Class X shares: 35. AL shareholders acquired their Accenture plc Class A shares or Accenture plc Class X shares on the date those shares were issued to each AL shareholder, that is 1 September 2009 (item 2 of the table in section 109-10). 36. However, for the purposes of determining eligibility to a discount capital gain, AL shareholders who choose scrip for scrip roll-over are taken to have acquired their Accenture plc Class A shares or Accenture plc Class X shares when they acquired the corresponding whole AL Class A shares or AL Class X shares (item 2 of the table in subsection 115-30(1)). Commissioner of Taxation 8 December 2010


Appendix: 37. The tax consequences and relevant legislative provisions that arise concerning the scheme that is the subject of this Ruling are outlined in the Ruling part of this document. 38. The significant tax consequence is the availability of scrip for scrip roll-over under Subdivision 124-M. Scrip for scrip roll-over enables a shareholder to disregard a capital gain from a share that is disposed of as part of a corporate restructure if the shareholder receives a replacement share in the exchange. It also provides special rules for calculating the cost base and reduced cost base of the replacement share. 39. Subdivision 124-M contains a number of conditions for, and exceptions to, a shareholder being eligible to choose scrip for scrip roll-over. The main conditions and exceptions that are relevant to the circumstances of the corporate restructure of the Accenture group are: 40. Under the scheme the conditions for roll-over under Subdivision 124-M are satisfied.


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. | Cost base of Accenture plc shares | Appendix 2 - Detailed contents list


Related rulings: TR 2006/10
Legislative references: ITAA 1936 6(1) ITAA 1997 ITAA 1997 104-25 ITAA 1997 104-25(1) ITAA 1997 104-25(2)(b) ITAA 1997 104-25(3) ITAA 1997 109-10 ITAA 1997 110-25 ITAA 1997 110-25(2) ITAA 1997 110-55 ITAA 1997 110-55(2) ITAA 1997 115-30(1) ITAA 1997 116-20(1) ITAA 1997 Subdiv 115-A ITAA 1997 Subdiv 124-M ITAA 1997 124-780 ITAA 1997 124-780(3) ITAA 1997 124-785(1) ITAA 1997 124-785(2) ITAA 1997 124-785(4) ITAA 1997 124-795(2) ITAA 1997 Division 230 TAA 1953 Copyright Act 1968 Companies Act 1981 (Bermuda)
Subject references: arrangement CGT capital proceeds CGT cost base scrip for scrip roll-over