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Ask an expert: A case study on de-enveloping

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Q: My clients a married couple who are UK resident and domiciled are proposing to purchase a BVI company (BVICo) whose sole asset is a freehold dwelling in London (‘the property’) valued at £6m. The purchase price for the BVICo shares will be £6m subject to adjustment so that the clients will acquire BVICo on a cash-free debt-free basis. The clients will fund the purchase price with their own cash. BVICo which is managed by its directors in Jersey purchased the property in 2010 for £2.5m with the aid of a mortgage of £2m which is still outstanding and which the seller will require to be discharged. BVICo has always used the property for lettings at arm’s length rents to unconnected tenants and the property’s value on 5th April 2015 was £5m. The tenants have agreed to vacate the property prior to completion...
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