Liquidation of an Italian real estate AIF managed by Invesco

GIM Legal STA, with the Managing Partner Luigi Rizzi and the Senior Associate Miranda Manenti, worked on the liquidation procedure of Italian real estate Invesco; they assisted with the legal and regulatory aspects of the transaction.

Invesco also assisted with the accounting and tax aspects of the transaction by Studio Vanzetta & Associati, with Partner Carlotta Veneziani and the Senior Associate Simone Berton.

An Interview With The team at Vanzetta e Associati

What tax aspects are involved when working on the liquidation for REIF?

The most important tax aspect is, for sure, related to the Italian Withholding Tax. With particular reference to non‐resident investors, it should first be pointed out that the ordinary withholding tax regime provided for the distribution of dividends by Italian companies does not apply to the proceeds distributed by REIF.

On the contrary, a 26% withholding tax normally applies to:

–              Periodic distributions of proceeds to non‐Italian resident investors, on the

amount distributed;

–              At redemption or sale of units/units, on the difference between the value of the

redemption or sale and the weighted average cost of subscription or acquisition

of the units.

 

Nonetheless, pursuant to Article 7, paragraph 3 of Law Decree No. 351/2001, the 26% withholding tax does not apply, regardless of the size of the investment in the REIF, where the relevant proceeds are distributed to, among others, and in the specific case at hand, to foreign pension funds and collective investment undertakings established in a state included in the white list.

What issues have the potential of arising when working on a case like this?

Apart from the above tax aspect, a crucial issue we had to face in our particular role here, was the coordination between the various professionals involved.

In cases like this, there are always lawyers (more than one firm usually, an Italian and Luxembourg firm in this case and other specific ones for financing..), tax firms who have studied the structure, depositary banks, and a number of different professionals that specialise in a specific area, in all aspects of the transaction. As per our experience, an important “piece of the puzzle”, often missing, is a figure capable of coordinating the various actors by being in contact with everyone.

Have you recently been involved in similar transactions?

Yes, we have; actually, in the past few years, we were involved in a number of similar transactions, both for REIF and SICAF.

Lastly, during December we assisted Invesco in the first liquidation of a SICAF in Italy.

In this specific case, unlike the case of this Fund, we dealt with a number of very specific aspects, especially in relation to the interaction of the Civil Code in line with the Bank of Italy regulations. One of the most peculiar aspects analysed was the possibility of distributing liquidation advances in the case of a subject regulated by the Bank of Italy.

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