TIDMEVRA
RNS Number : 7525Q
EverArc Holdings Limited
01 March 2021
Attention: U.S. Shareholders of EverArc Holdings Limited
Date: March 1, 2021
Re: PFIC Annual Information Statement for the period ended
October 31, 2020
As discussed more fully in the prospectus filed by EverArc
Holdings Limited, a company incorporated in the British Virgin
Islands (the "Company"), with the U.K. Financial Conduct Authority
on December 12, 2019, under the caption heading "Taxation-U.S.
federal income taxation-U.S. Holders-Passive foreign investment
company ("PFIC") considerations" (the "U.S. Tax Disclosure") the
Company believes that it may meet the definition of a passive
foreign investment company ("PFIC") under Section 1297 of the
Internal Revenue Code of 1986, as amended (the "Code") for its 2020
taxable year. However, there is also the possibility that
subsequent circumstances in the 2021 tax year can allow the Company
to avoid PFIC status in 2020 under the so-called PFIC "start-up"
exception. The Company cannot presently determine if this exception
would apply but will be monitoring developments and will provide
appropriate information as to any potential impact to 2020 tax
reporting.
The following discussion of the start-up exception is included
in the U.S. Tax Disclosure:
"The PFIC rules, however, contain an exception to PFIC status
for companies in their start-up year. Under this exception, a
corporation will not be a PFIC for the first taxable year the
corporation has gross income if (1) no predecessor of the
corporation was a PFIC; (2) it is established to the satisfaction
of the IRS that the corporation will not be a PFIC for either of
the first two taxable years following the start-up year; and (3)
the corporation is not in fact a PFIC for either of the first two
taxable years following the start-up year.
The Company cannot provide assurance as to whether the start-up
year exception will apply. For instance, the Company may not make
the Acquisition during the current taxable year or the following
year. If this were the case, the "start-up" exception described in
the preceding paragraph would likely not apply and, as a result,
the Company would likely be a PFIC. Additionally, after making the
Acquisition, the Company may still meet one or both of the PFIC
tests, depending on the timing of the Acquisition and the nature of
the income and assets of the acquired business for either the
current year or for any subsequent year.
In the event that the start-up exception does not ultimately
apply, and it is determined that the Company was a PFIC in 2020,
certain U.S. income tax consequences flow from this designation and
these consequences may be mitigated by the U.S. shareholder
electing to treat the foreign corporation as a "qualified electing
fund" ("QEF") under Section 1295 of the Code. Accordingly, the
Company is providing the attached PFIC Annual Information Statement
pursuant to the requirements of Treasury Regulation 1.1295-1(g)(1).
The PFIC Annual Information Statement contains information to
enable you or your tax advisor to prepare your tax return if you
elect to treat the Company as a QEF.
A U.S. shareholder who makes a QEF election is required to
annually include in one's income one's pro rata share of the
ordinary earnings and net capital gains for the Company. The QEF
election is made by attaching IRS Form 8621 to your federal income
tax return filed by the due date of the return, as extended.
U.S. shareholders should consult the U.S. Tax Disclosure for a
more comprehensive discussion of the PFIC rules.
WE RECOMMEND U.S. SHAREHOLDERS CONSULT WITH THEIR TAX
ADVISORS
REGARDING ANY DECISION TO MAKE (OR REFRAIN FROM MAKING) ANY
ELECTION THAT MAY BE AVAILABLE TO THEM BECAUSE ANY SUCH
DECISION WILL DEPEND UPON THEIR OWN PARTICULAR TAX SITUATION
AND MAY HAVE SIGNIFICANT AND CONTINUING U.S. TAX
CONSEQUENCES.
THE COMPANY IS UNABLE TO GIVE ADVICE IN THIS REGARD.
EverArc Holdings Limited
PASSIVE FOREIGN INVESTMENT COMPANY ("PFIC")
2020 ANNUAL INFORMATION STATEMENT
The Information Statement is provided for shareholders who are
United States persons. In order to assist you in preparation of
Form 8621, we provide the following information:
1. Pursuant to United States Treasury Regulation Section
1.1295-1(g)(1), EverArc Holdings Limited (the "Company"), hereby
represents that, to the best of its knowledge,
a. This information statement applies to the taxable year of the
Company beginning on November 8, 2019 and ending on October 31,
2020 (the "Taxable Year").
b. The per unit amounts of ordinary earnings and net capital
gains for each ordinary share of the Company for the period
November 8, 2019 through October 31, 2020 are provided in the chart
below.
Name Ordinary Earnings Net Capital Gains
(USD) (USD)
EverArc Holdings
Limited $0.040315239086512 $0.0000000000
------------------------------ -----------------------------
To determine your pro-rata share of the amounts above, multiply
the amounts by the number of each share you held during the
year.
i. If you owned the same number of units during starting from
November 8, 2019 through October 31, 2020, multiply the number of
such units by the amounts above.
ii. If you did not own the same number of units from November 8,
2019 through December 31, 2020, multiply the number of units you
owned by the amounts above as well as by the number of days the
units were held during this time period and divide the result by
359.
c. Your pro-rata share of cash distributions and property
distributions for each ordinary share of the Company for the period
specified in paragraph 1a above are as follows:
Series Cash Distributions Property Distributions
(USD) (USD)
Ordinary Share $0.0000000000 $0.0000000000
------------------------------ ----------------------------------
The Company will permit its shareholders to inspect and copy the
Company's permanent books of account, records, and such other
documents as may be maintained by the Company that are necessary to
establish the PFIC ordinary earnings and net capital gain, as
provided in section 1293(e) of the Internal Revenue Code, are
computed in accordance with U.S. federal income tax principles, and
to verify these amounts and the shareholder's pro rata shares
thereof.
________________________________
Tracy Britt Cool
Director
EverArc Holdings Limited
Kingston Chambers
P.O. Box 173
Road Town, Tortola, British Virgin Islands
Date: February 26, 2021
THIS INFORMATION IS PROVIDED IN ORDER TO ASSIST THOSE
SHAREHOLDERS WHO HAVE MADE A QEF ELECTION WITH RESPECT TO
EVERARC HOLDINGS LIMITED IN MAKING CERTAIN PFIC CALCULATIONS
AND
DOES NOT CONSTITUTE TAX ADVICE. THOSE SHAREHOLDERS ARE
ADVISED
TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE OVERALL TAX
CONSEQUENCES OF THE OWNERSHIP OF SHARES ARISING IN THEIR OWN
PARTICULAR SITUATIONS UNDER UNITED STATES FEDERAL, STATE,
LOCAL
AND FOREIGN LAW.
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END
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