RTW Venture Fund Limited Change of status for US federal tax - PTP to PFIC (6969H)
2022年11月28日 - 04:00PM
RNSを含む英国規制内ニュース (英語)
TIDMRTW
RNS Number : 6969H
RTW Venture Fund Limited
28 November 2022
LEI: 549300Q7EXQQH6KF7Z84
28 November 2022
RTW Venture Fund Limited
Change of status for US federal tax purposes from PTP to a
corporation
RTW Venture Fund Limited (the "Company") announces that it will,
with effect from 1 December 2022, change its status for U.S.
federal tax purposes from a "publicly traded partnership" or "PTP"
to a corporation. The Company believes that the change in status
will cause it to be treated as a "passive foreign investment
company" or a "PFIC." This change has been necessitated by recent
changes to U.S. tax legislation due to come into effect from
January 1, 2023. Under this new legislation, custodians holding
shares in companies treated as publicly traded partnerships would
incur new withholding tax obligations. A number of custodians
effecting transactions in the Company's Ordinary Shares have
informed the Company that, as a result of this new U.S. withholding
tax obligation, they will no longer hold or deal with the Ordinary
Shares if the Company continues to be treated as a publicly traded
partnership for U.S. federal income tax purposes. This would have a
material adverse impact on the Company's Shareholders and the
functioning of the market in its shares and consequently the Board
has decided to file documentation with the U.S. Internal Revenue
Service to change the Company's tax status to a corporation for
U.S. purposes.
Related to the making of the tax election, the Company will also
be carrying out a reorganisation of the arrangements pursuant to
which an affiliate of the Investment Manager is allocated its share
of the investment performance generated by the Company. Pursuant to
this, the Company has established a new wholly-owned subsidiary,
RTW Venture Fund Operating Limited, to which it will transfer its
right to the profits and losses attributable to the Company's
portfolio of assets. This reorganisation will have no economic
impact on Shareholders and is being effected solely for the purpose
of ensuring that the share of the investment performance generated
by the Company which is allocable to an affiliate of the Investment
Manager receives the same treatment for U.S. federal tax purposes
as would have been the case if no tax election by the Company had
been compelled by the change in U.S. tax law.
The current articles of incorporation of the Company (the
"Existing Articles") reflect the status of the Company prior to the
tax election as a PTP. Accordingly, the tax election made by the
Board is inconsistent with, and amounts to a technical breach of,
the provisions of the Existing Articles. Consequently, a circular
will be published by the Company shortly, pursuant to which
Shareholders will be asked (a) to ratify the decision of the Board
to make the tax election; and (b) to approve the adoption of new
articles, which will be updated to reflect the U.S. federal tax
status of the Company following completion of the tax election and
the reorganisation.
The change in tax status is not expected to have any effect on
non-U.S. Shareholders. For U.S. Shareholders, the Company
anticipates that each holder of Ordinary Shares will recognize gain
or loss as though the Company had sold all of its assets and the
Company thereafter be taxed as a PFIC. For those Shareholders who
wish to be taxed under the qualified electing fund ("QEF") regime,
the Company will provide annual information with respect to its
income and gains. The Company, however, in no way warrants the
information provided to Shareholders in any year will be sufficient
to enable them to make or maintain a QEF election with respect to
their Ordinary Shares. As the PFIC rules are complex, all
Shareholders are advised to consult with their own tax
advisors.
This information is not intended to be all-inclusive or to
render specific professional tax advice. Shareholders are urged to
consult with their independent tax advisors to determine the tax
consequences. The Company does not provide tax or legal advice.
For Further Information:
RTW Investments, LP +44 (0) 77 1741 7711
Woody Stileman, Managing Director
Buchanan +44 (0)20 7466 5107
Charles Ryland
Henry Wilson
George Beale
J.P. Morgan Cazenove +44 (0)20 7742 4000
William Simmonds
Jérémie Birnbaum
James Bouverat (Sales)
BofA Securities +44 (0) 20 7628 1000
Edward Peel
Kieran Millar
Elysium Fund Management Limited +44 (0) 14 8181 0100
Joanna Duquemin Nicolle, Chief
Executive Officer
Sadie Morrison, Managing Director
Morgan Stanley Fund Services USA
LLC +1 (914) 225 8885
About RTW Venture Fund Limited:
RTW Venture Fund Limited (LSE: RTW & RTWG) is an investment
fund focused on identifying transformative assets with high growth
potential across the biopharmaceutical and medical technology
sectors. Driven by a long-term approach to support innovative
businesses, RTW Venture Fund invests in companies developing
next-generation therapies and technologies that can significantly
improve patients' lives.
RTW Venture Fund Limited is managed by RTW Investments, LP, a
leading healthcare-focused entrepreneurial investment firm with
deep scientific expertise and a strong track record of supporting
companies developing life-changing therapies.
Visit the RTW website at www.rtwfunds.com for more
information.
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