Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Private placement definition

What does Private placement mean? A private placement is the offer or sale of securities to a limited, selected group of investors (typically institutional, qualified or high net worth) rather than to the public. It is usually conducted without a prospectus, relying on exemptions from prospectus and financial promotion rules. The term is descriptive, not a defined term, but it aligns with exemptions in the UK Prospectus Regulation and FSMA s.21 financial promotion regime (England & Wales, Scotland and Northern Ireland), and in the EU Prospectus Regulation and Irish rules (Ireland). Common gateways include offers only to qualified/professional investors, to fewer than 150 persons other than...

UK withholding tax: qualifying private placement exemption for unlisted loans and debt securities, section 888A ITA 2007 and SI 2015/2002: scope, conditions, creditor certificates, practical drafting points

Published by a LexisNexis Tax expert

Practice notes

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Where no exemption or relief is available, UK‑sourced annual interest is subject to UK withholding tax at the basic rate (20%), moving to the savings basic rate (22%) from 6 April 2027. For further details, see Practice Note: UK withholding tax on yearly interest.

This Practice Note summarises the exemption from UK withholding tax that:

is set out in section 888A of the Income Tax Act 2007 (ITA 2007) and the Qualifying private placement Regulations 2015, SI 2015/2002 (QPP Regs)
has been in force since 1 January 2016
applies to interest paid:
- by a corporate borrower on an unlisted security or loan that qualifies as a qualifying private placement (QPP), and is expected to apply to bond issues and bilateral and syndicated loans—see: What is a qualifying private placement? and Creditor certificates below
- to a lender resident in a qualifying territory, namely the UK or certain tax treaty jurisdictions—see: Conditions relating to the creditor below

Given the existing UK to UK exemption from withholding tax for UK lenders, the QPP exemption is therefore likely to be of primary relevance to non‑UK lenders...

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Sarah Squires

Old Square Tax Chambers

Sarah is a barrister at Old Square Tax Chambers, having been called to the bar in 2017. She has significant corporate tax experience, having practised a as a solicitor in leading City firms prior to re-qualifying as a barrister. She started her professional career in the tax department of Linklaters and then, following a move to Clifford Chance LLP in 2000, became a partner in their tax group in 2002. Sarah is a member of the Law Society Tax Law Committee. In addition, she also acts as a consultant to various trade and other representation bodies on tax policy matters. Sarah's practice is focused on general business and corporate tax matters, including in relation to real estate, finance and capital markets transactions....

Web page updated on 21/05/2026

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