On 9 December 2015, regulations were made setting out the conditions to be met for the “private placement” withholding tax exemption (for non-listed debt, taking effect from 1 January 2016) to apply. The conditions are less restrictive than expected:

  • the debtor must be in possession of a certificate from each creditor confirming that it (i) is resident in a UK double tax treaty jurisdiction containing a non-discrimination article, and (ii) is beneficially entitled to the interest
  • the debtor must reasonably believe it is not connected to the creditor
  • the term of the security must not exceed 50 years and the security must have an aggregate minimum value of £10m.

The regulations can be found here.