TC09562 - [2025] UKFTT 00762 (TC)

Fecha: 23-May-2025

other documents

other documents

Introduction

33.

In addition to the Agreements and the Side Letter, I was provided with a number of other documents for the purposes of this appeal. These were:

(1)

the Prior SPAs;

(2)

a property services agreement between CPWUK and CPW dated 26 November 2004 (the “Property Services Agreement”);

(3)

a trade mark licence between CPW Brands Limited (“CPW Brands”) and CPW dated 30 March 2007 (the “Brand Licence”);

(4)

valuation reports for the Businesses (“Valuation Reports”) prepared in March 2008, shortly before the Agreements were executed;

(5)

the following sets of reports and accounts:

(a)

the audited reports and financial statements of CPW for the 52 weeks ending 29 March 2008 (the “CPW 2008 Accounts”);

(b)

the audited reports and financial statements of CPW for the 53 weeks ending 4 April 2009 (the “CPW 2009 Accounts” and, together with the CPW 2008 Accounts, the “CPW Accounts”);

(c)

the audited reports and financial statements of BBUK for the 10 months ending 28 February 2009 (the “BBUK 2009 Accounts”);

(d)

the audited reports and financial statements of BBUK for the 13 months ending 31 March 2010 (the “BBUK 2010 Accounts”); and

(e)

the audited reports and financial statements of BBUK for each of the year ending 31 March 2011 (the “BBUK 2011 Accounts”), the year ending 31 March 2012 and the year ending 31 March 2013 (the “BBUK Remaining Accounts”, together with the BBUK 2009 Accounts and the BBUK 2010 Accounts, the “BBUK Accounts” and, together with the BBUK 2009 Accounts, the BBUK 2010 Accounts and the CPW Accounts, the “Accounts”);

(6)

the following letters:

(a)

a letter of 15 February 2012 from Mr Milan Bojkovic, group director of tax at CPWG plc, in response to questions raised of CPWG plc by Officer Brendan Dewar of the Respondents in relation to the transaction (the “CPWG plc Letter”); and

(b)

a letter of 24 December 2015 from Mr Bojkovic, in his capacity as the director of direct taxation at Dixons Carphone plc (“Dixons”), in response to questions raised of Dixons by Officer Rory McGrath of the Respondents in relation to the transaction (the “Dixons Letter” and, together with the CPWG plc Letter, the “Correspondence”));

(7)

an invoice issued by BBUK to CPW on 28 September 2009 (the “Invoice”); and

(8)

the PCN and correspondence passing between the Appellant and the Respondents immediately before the issue of the PCN (the “PCN Correspondence”).

34.

I set out below the features of those documents which I consider to be relevant to this decision.