ATO Class Ruling NPR roll-over relief

ATO CLASS RULING - NPR SCRIP FOR SCRIP ROLL-OVER

Information for former holders of units in NPR Property REIT (formerly known as Newmark Property REIT - “NPR”)

The information which follows provides you with information to assist you in determining whether you have made a capital gain on the disposal of your NPR units and whether you may be subject to CGT roll-over relief.

In relation to the acquisition of NPR by the BWP Trust (BWP), as outlined in the Bidder’s Statement dated 7 February 2024, all NPR unitholders who held their NPR units at 7.00pm (Sydney time) on 7 February 2024 (“Record Date”) were entitled to receive 0.4 BWP securities for each NPR unit held on the Record Date.

BWP Management Limited, as the responsible entity of BWP, has obtained a class ruling from the Australian Taxation Office (ATO) dated 25 September 2024 to confirm that unitholders who have received BWP units in exchange for their NPR units may choose scrip-for-scrip CGT roll-over relief for the disposal of their NPR units provided that they are eligible to do so.

A copy of this ruling can be found at the following link- CR 2024/60 | Legal database (ato.gov.au).

If NPR unitholders accepted BWP’s offer to acquire their NPR units or their NPR units were compulsorily acquired by BWP, CGT event A1 occurred on the disposal of their respective NPR units. NPR unitholders will make a capital gain from the CGT event A1 if the capital proceeds from the disposal of their NPR units exceeded the cost base of those units. NPR unitholders will make a capital loss from the CGT event A1 if the capital proceeds from the disposal of their NPR units were less than the cost base of those units.

If a NPR unitholder that has made a capital gain choose scrip-for-scrip CGT roll-over relief, the capital gain will be disregarded. The deemed acquisition date of the BWP units acquired will be the date the unitholder acquired their respective NPR units.

If NPR unitholders do not or cannot choose scrip-for-scrip CGT roll-over relief, the capital gain or loss can be calculated by referring to paragraphs 12, 13 and 22 to 25 of the class ruling from the ATO.

We note the above information is a guide and does not constitute tax advice. You should consult your tax advisor for further assistance.