144 | SHAREHOLDER INFORMATION |
Notice To US Shareholders – Certain PFIC Considerations
Shareholders should consult their own tax advisors as to the tax considerations applicable to them relating to the purchase, ownership and disposition of our ordinary shares (the ‘Shares’), including the applicability of US Federal state and local tax laws and non-US tax laws. This discussion does not address tax considerations applicable to US Shareholders other than the passive foreign investment company rules.
F&C Asset Management plc (the ‘Company’) and certain of its subsidiaries may be treated as passive foreign investment companies (each, a ‘PFIC’) within the meaning of section 1297 of the US Internal Revenue Code of 1986, as amended (the ‘Code’) for US Federal income tax purposes.
Treatment of the Company or any of its subsidiaries as a PFIC could result in adverse tax consequences for US Shareholders.
A foreign corporation generally will be treated as a PFIC in any year in which either 75 per cent. or more of its gross income constitutes passive income or at least 50 per cent. of the value of its assets is attributable to assets which produce or are held for the production of passive income. In applying these tests, a non-US corporation that directly or indirectly owns at least 25 per cent., by value, of the stock of another corporation is treated as if it held directly its proportionate share of the other corporation’s assets and received directly its proportionate share of the other corporation’s income.
Whether a non-US company is a PFIC is determined annually, and the status of the Company, or any of its subsidiaries, could change depending among other things upon the changes in the composition of its gross receipts and assets, and the nature of its business.
US Shareholders are particularly urged to consult their own Tax Advisors regarding the US tax considerations relating to an investment in a company that may be or may become a PFIC, including the availability and consequences of elections that may be available to mitigate the adverse Federal income tax consequences of owning or disposing of PFIC shares. In that regard, US Shareholders should be aware that the Company does not intend to satisfy the record keeping and other requirements that would permit a US Shareholder to make a qualified electing fund (‘QEF’) election with respect to the Company or any of its subsidiaries.
Each taxpayer is hereby notified that: (a) any discussion of US Federal tax issues herein is not intended or written to be used, and cannot be used by the taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under US Federal tax law; (b) any such discussion is written to support the promotion or marketing of the transactions or matters addressed herein; and (c) the taxpayer should seek advice based on its particular circumstances from an independent tax advisor.
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