ecclestone tax investigation

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Pages from the prospectus for the stalled F1 flotation showing that HMRC launched an investigation into Bernie Ecclestone's tax affairs in March 2012.

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    translation at Latest Practicable Date]) in 2011 and increases annually based on the Frenchconsumer price index (with additional payments of 250,000 (US$[insert translation at LatestPracticable Date]) having been made on each Event over the 16th Event in any WorldChampionship season) and not to vary or remove certain of the FIAs rights under the 100-YearAgreements. See Part 16 Key contracts summary 100-Year Agreements for a more detaileddiscussion of the 100-Year Agreements. We have a mutually beneficial working relationship with the

    FIA. Our rights under these agreements can be terminated by the FIA if we materially breach therelevant agreements (subject to certain cure rights), undergo an unpermitted change of control,interfere with certain of the FIAs rights under the 100-Year Agreements or experience certaininsolvency events. If our licence under the 100-Year Agreements was terminated in accordancewith its terms or the FIA or another person successfully challenged the validity of that licence (or the100-Year Agreements as a whole), it could cause us to discontinue our operations, lead to thetermination of substantially all our commercial contracts, prevent us from exploiting the commercialrights to the World Championship and require us to discontinue use of the World Championshiptrade marks and other intellectual property rights.

    We are reliant upon certain key personnel, especially Mr. Ecclestone, and we may lose oneor more of them.

    Our commercial success is dependent to a considerable extent on the efforts, abilities andreputation of our management, especially Mr. Ecclestone. Our success to date has depended to asignificant extent on Mr. Ecclestone, our chief executive officer, who is currently 81 years old andhas been responsible for the growth and strategic development of Formula 1. While we have asuccession plan for Mr. Ecclestone and the benefit of our other executive Directors who each haveover 15 years of experience with the Company and contracted revenues which provide us stabilityin the near term, the loss of Mr. Ecclestone could disrupt our operations and have a materialadverse effect on our business and results of operation. See Part 19 Senior Management andDirectors of the Company.The loss of other key personnel could also disrupt our operations for ashort time.

    Mr. Ecclestone is a witness in a criminal trial in Germany and a suspect in the related

    investigation. These proceedings could damage Mr. Ecclestones reputation, result in anindictment and, if he were tried and found guilty, possible sanctions against him, and couldalso result in his departure as the Groups Chief Executive Officer or director. Civilproceedings arising from related facts have also been brought against him and others in theUnited Kingdom.

    Mr. Ecclestone gave evidence as a witness at the criminal trial (the German Trial) whichcommenced in October 2011, in which Gerhard Gribkowsky is the accused. It is alleged, amongother things, that Mr. Gribkowsky accepted a bribe from Mr. Ecclestone in or around 2006/2007 inconnection with the sale by Bayerische Landesbank (BLB) of its stake in the Group to the CVCFunds in 2006. Mr. Gribkowsky denies the charges. When Mr. Ecclestone appeared as a witness hetestified that he had paid a total of approximately US$23 million to Mr. Gribkowsky because Mr.Ecclestone felt threatened that Mr. Gribkowsky would make known his allegations that Mr.Ecclestone controlled Bambino and a related trust, and that further payments had been made byBambino. Mr. Ecclestone has stated that such payments were not a bribe. Under UK tax law, if Mr.Ecclestone were deemed to control the trust, there could be materially adverse tax consequencesfor Mr. Ecclestone and/or the trust. Bambino is a company owned by a trust settled in 1996 by Mr.Ecclestones then wife (now ex-wife) for the benefit of herself and their two daughters. A companycontrolled by Bambino also made similar payments to companies connected to Mr. Gribkowsky.While no charges in Germany have been brought against Mr. Ecclestone to date, Mr. Ecclestone(along with certain other individuals) has been identified by the Munich state prosecutor as a'Beschuldigter' or 'suspect' in the relevant investigation and continues to be subject to the risk ofprosecution.

    Mr. Ecclestone and Bambino are also defendants (with others) in civil proceedings (the

    Civil Proceedings) started on 29 July 2011 in the United Kingdom related to payments made toMr. Gribkowsky. The Civil Proceedings also relate to payments to Mr. Ecclestone and Bambinomade in connection with the sale of BLBs stake in the Group to the CVC Funds in 2006. Mr.Ecclestone was notified in March 2012 that HMRC in the UK is currently investigating his tax affairs

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    focusing primarily on his connections directly and indirectly to offshore trusts (the Tax Inquiry).HMRC has informed Mr. Ecclestone that the investigation is being conducted in accordance withCode of Practice 8. This is applied in cases where there is no suspicion of tax evasion, but insteadHMRC wishes to investigate if any tax planning undertaken by a taxpayer is effective to achieve itsintended effect. The purpose of the investigation is to identify if there are any amounts of underpaidtax.

    Given the inherent unpredictability of the German Trial and related investigation andproceedings, any other related potential proceedings, investigations in or outside of Germanyincluding the Civil Proceedings, and the Tax Inquiry, the findings of, or sanctions or publicity fromthem, could result in Mr. Ecclestones reputation being damaged or the Board or ourSecurityholders deciding that Mr. Ecclestone should step down as the Groups Chief ExecutiveOfficer or Director either permanently or until certain issues have been resolved or clarified, any ofwhich could materially and adversely affect our business and prospects. In addition, for thesereasons, we cannot exclude the possibility that authorities may take actions that may impact theGroup, but we are not aware of any current or proposed investigation of the Group in connectionwith any of the matters raised in these litigations or the Tax Inquiry.

    See Part 19 Senior Management and Directors of the Companyfor additional information

    on the German Trial, investigation, Civil Proceedings and Tax Inquiry.We have not yet agreed with a minority of the Teams that they will commit to participate inthe World Championship beyond the 2012 season and Teams that have committed may, ifpermitted, terminate such commitment or breach their obligations and withdraw.

    Our ability to effectively stage the World Championship is largely dependent on the ongoinginvolvement of its participants. Pursuant to individual Team Agreements, a majority of the 12 Teamshave committed to participate in the World Championship from 2013 until 31 December 2020,namely Ferrari, McLaren, Red Bull Racing, Force India, Lotus, Sauber, Toro Rosso and Williams.See Part 16 Key contracts summary New Concorde Agreement and Team Agreements. Weare in the process of negotiating with the remaining Teams (the Uncommitted Teams) about theircommitment to participate in the World Championship beyond the 2012 season. We expect that

    once we obtain the commitment of the Uncommitted Teams we will enter into a New ConcordeAgreement with all Teams, as well as the FIA with whom we are currently discussing certain termsof the New Concorde Agreement and other arrangements with the FIA that fall alongside it. Oncethe New Concorde Agreement has been entered into, the individual Team Agreements will fallaway. Under the Current Concorde Agreement, the Teams, including the Uncommitted Teams,have agreed to participate in the World Championship until 31 December 2012. Even if the CurrentConcorde Agreement was not renewed, the FIA is still under an obligation to hold the WorldChampionship under the 100-Year Agreements and we could rely on the commitments Teams havemade under their Team Agreements subject to certain termination provisions as described below.Throughout the 2008 season and during part of the 2009 season while the Current ConcordeAgreement was being finalised but was unsigned, we held the World Championship withoutdisruption on the basis of previously agreed binding agreements with individual Teams. The CurrentConcorde Agreement was eventually entered into in August 2009. However, we cannot guaranteethat each of the Uncommitted Teams will enter into an individual Team Agreement nor that each ofthe Teams (including those that have entered into individual Team Agreements), or the FIA, willenter into the New Concorde Agreement. In any event, our ability to require each of the Teams toexecute the New Concorde Agreement under the Team Agreements is subject to (i) all the otherTeams that have each entered into a Team Agreement also entering into the New ConcordeAgreement, (ii) the terms of such New Concorde Agreement being, in respect of that Team, at leastas favourable as the provisions which are contained in that Teams Team Agreement; (iii) except asagreed in its Team Agreement, the New Concorde Agreement (a) not being materially lessfavourable to that Team than the terms of the Current Concorde Agreement that apply to that Teamand (b) not placing a Team in a materially worse position than that of any other Team (it being

    accepted that certain prize payments are based on results in the World Championship); (iv) certainsafeguards with regards to FIA regulation being, in respect of that Team, substantially equivalent tothose enjoyed by that Team under its existing agreement with the FIA or the Current ConcordeAgreement; and (v) that Team not ceasing to have the benefit of any right granted to it under that

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