In Brindleyplace Holdings S.à r.l (BP Holdings) v HMRC [2024] UKFTT 808 (TC) (6 September) the First-tier Tribunal (FTT) allowed BP Holdings’ appeal against an SDLT assessment relating to distributions in specie of a property investment partnership (BP ELP) and its properties.
On 24 March 2015 BP Holdings (a Luxembourg-incorporated company) purchased a Jersey Property Unit Trust (JPUT). The overall consideration was £59.6m. The JPUT was a partner in BP ELP which owned properties in Birmingham worth £130.7m. Also on 24 March BP Holdings discharged BP ELP’s £71.1m external bank debt (giving rise to an intra-group debt).
On 8 May 2015 BP Holdings subscribed for additional units in the JPUT (the consideration for which was ultimately used to discharge the intra-group debt) the JPUT’s trustee distributed its interest in BP ELP in specie to BP Holdings and the JPUT was wound up. On that same day ...
