1 London Banking Seminar Tuesday, 10 May 2016

2 Welcome Christine O’Donovan Partner & Head of Financial Services Mason Hayes & Curran

3 Irish Property, Debt Holding and Lending Structures Conor Durkin, Partner Mason Hayes & Curran Robert Henson, Partner Mason Hayes & Curran

Loan Origination Funds 1 SPV Qualifying Investor Alternative Investment Fund (QIAIF) QIAIF is an Irish regulated AIF QIAIF can directly or indirectly grant loans to borrowers Distribution: QIAIF may be marketed in EU under the AIFMD passport CMU: major initiative to develop alternatives to bank financing Significant market opportunity – shortage of bank financing, lack of infrastructure funding, political initiatives EIF and ISIF Irish QIAIF (ICAV) Direct lending to the economy

Property Holding Structure - QIAIF 2 Irish QIAIF (ICAV) Irish Limited Partnership Asset Irish Limited Company (General Partner) 100% Limited Partner 100% Qualifying Investor Alternative Investment Fund (QIAIF) No Irish tax on QIAIF’s income or gains Exit tax on payments to QIAIF investors but exemption for non- residents QIAIF can hold a wide range of assets, including real estate and debt, either directly or through a conduit vehicle QIAIF can take different forms - ICAV (new corporate entity) is the most common new structure

Unregulated Regime – “Section 110” Company 3 S.110 SPV Qualifying Assets, e.g. debts Normal Irish incorporated (or sometimes non-Irish incorporated) limited liability company which meets certain conditions and elects into s.110 tax regime Must be Irish tax resident May only carry on business of holding and/or managing “qualifying assets” and activities ancillary to this “Qualifying assets” include financial assets such as shares and debt but not direct real property interests Taxable at 25% but ability to get deduction for certain profit-dependent interest Investors

7 The Future of NAMA Frank Daly, Chairman NAMA

Q&A Micheál Grace, Partner Mason Hayes & Curran 8

9 Thank you For any queries on upcoming events, please contact Follow us on