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TAX CONSIDERATIONS
Jersey tax considerations
The following summary of the anticipated tax treatment in Jersey of the Issuer and holders of Notes (other than residents
of Jersey) is based on Jersey taxation law as it is understood to apply at the date of this document. It does not constitute
legal or tax advice. Holders of Notes should consult their professional advisers on the implications of acquiring, buying,
holding, selling or otherwise disposing of Notes under the laws of the jurisdictions in which they may be liable to
taxation. Holders of Notes should be aware that tax rules and practice and their interpretation may change.
Income Tax
The Issuer
Under the Income Tax (Jersey) Law 1961, as amended (the “Jersey Income Tax Law”), the Issuer will be regarded as
either:
(i)
not resident in Jersey under Article 123(1) of the Jersey Income Tax Law provided that (and for so long as) it
satisfies the conditions set out in that provision, in which case the Issuer will not (except as noted below) be
liable to Jersey income tax; or
(ii)
resident in Jersey under Article 123C of the Income Tax Law, in which case the Issuer (being neither a financial
services company nor a specified utility company under the Jersey Income Tax Law at the date hereof) will
(except as noted below) be subject to Jersey income tax at a rate of 0 per cent.
The Issuer conducts its affairs so as to fall within paragraph (ii) above.
If the Issuer derives any income from the ownership or disposal of land in Jersey or the importation and supply of
hydrocarbon oil into Jersey, such income will be subject to tax at the rate of 20 per cent. It is not expected that the Issuer
will derive any such income.
Holders of Notes
The Issuer will be entitled to make payments in respect of the Notes without any withholding or deduction for or on
account of Jersey income tax (however, please see the section below entitled “
Retention tax in Jersey
” in relation to
payments made by a paying agent established in Jersey). Holders of Notes (other than residents of Jersey) will not be
subject to any tax in Jersey in respect of the holding, sale or other disposition of Notes.
Retention tax in Jersey
As part of an agreement reached in connection with the European Union directive on the taxation of savings income in
the form of interest payments, and in line with steps taken by other relevant third countries, Jersey introduced a retention
tax system in respect of payments of interest, or other similar income, made to an individual beneficial owner resident in
an EU Member State by a paying agent established in Jersey. The retention tax system applies for a transitional period
ending on and with effect from 1 January 2015 when a mandatory system of automatic communication to EU Member
States of information regarding such payments will commence. During this transitional period, an individual beneficial
owner resident in an EU Member State is entitled to request a paying agent not to retain tax from such payments but
instead apply a system by which the details of payments are communicated to the tax authorities of the EU Member State
in which the beneficial owner is resident.
The transitional retention tax system in Jersey is implemented by means of bilateral agreements with each of the EU
Member States, the Taxation (Agreements with European Union Member States) (Jersey) Regulations 2005 and
Guidance Notes issued by the Policy & Resources Committee of the States of Jersey. Based on these provisions and our
understanding of the current practice of the Jersey tax authorities (and subject to the transitional arrangements described
above), the Issuers would not be obliged to levy retention tax in Jersey under these provisions in respect of interest
payments made by them to a paying agent established outside Jersey.
Goods and services tax
The Issuer is an “international services entity” for the purposes of the Goods and Services Tax (Jersey) Law 2007 (the
“GST Law”). Consequently, the Issuer is required to:
