Part 12Real Estate Investment Trusts

Chapter 2Requirements for being a UK REIT

Being a UK REIT in relation to an accounting period

F1528ZBListing requirement: collective investment schemes

(1)

For the purposes of section 528(3)(b) (listing requirement where at least 70% of shares are owned by institutional investors), where shares are owned by a person acting on behalf of a limited partnership which is a collective investment scheme as mentioned in section 528(4A)(c), the person is to be treated as an institutional investor only if the collective investment scheme meets the genuine diversity of ownership condition.

(2)

A collective investment scheme meets the genuine diversity of ownership condition at any time if, at that time, F2the scheme meets or, if the scheme is part of multi-vehicle arrangements, the arrangements meet—

(a)

the conditions in regulation 75(2), (3) and (4)(a) of the Offshore Funds (Tax) Regulations 2009 (S.I. 2009/3001), or

(b)

the condition in regulation 75(5) of those Regulations (assuming for this purpose that regulation 75(4)(b) is omitted),

F3....

F4(2A)

For the purposes of subsection (2), those Regulations have effect as if references to a fund included—

(a)

multi-vehicle arrangements, and

(b)

a collective investment scheme which is not an offshore fund.

(3)

For the purposes of determining whether a collective investment scheme meets the genuine diversity of ownership condition as mentioned in subsection (2), the fact that (for any reason) the capacity of F5the scheme to receive investments is limited does not prevent regulation 75(3) of the Offshore Funds (Tax) Regulations 2009 (including as it applies for the purposes of regulation 75(5) of those Regulations) from being met.

(4)

Subsection (3) does not apply if—

(a)

the limited capacity of the scheme to receive investments is fixed by the documents of the F6scheme (or otherwise), and

(b)

a pre-determined number of specific persons, or specific groups of connected persons, make investments in the F6scheme that collectively exhaust all, or substantially all, of that capacity.

(5)

For the purposes of determining whether a collective investment scheme constituted before 1 April 2022 meets the genuine diversity of ownership condition as mentioned in subsection (2), it is to be assumed that regulation 75(2) of the Offshore Funds (Tax) Regulations 2009 (including as it applies for the purposes of regulation 75(5) of those Regulations) has effect as if it referred to a statement prepared by the manager of the scheme, available to HMRC, which—

(a)

specifies the intended categories of investor when the scheme was marketed,

(b)

confirms that the interests in the scheme were made widely available, and

(c)

confirms that interests in the scheme were marketed and made available in accordance with the requirements of regulation 75(4)(a) of those Regulations (and that provision is to be read accordingly).

F7(6)

Where the collective investment scheme is part of multi-vehicle arrangements, subsections (3) to (5) apply as if references to “the scheme” included the multi-vehicle arrangements.

(7)

In this section “multi-vehicle arrangements” means arrangements comprising two or more schemes under which an investor in one of those schemes would reasonably regard that investment as an investment in the arrangements as a whole rather than exclusively in any particular scheme.