This strategy applies to Rubix Group Holdings Limited and to the group of UK companies headed by Rubix Group Holdings Limited in accordance with paragraph 19 of Schedule 19 to the Finance Act 2016 (‘Schedule’). A list of the entities to which it applies is set out below. In this strategy, references to ‘Rubix Group Holdings Limited’ or ‘the Group’, are to all these entities. The strategy is being published in accordance with paragraphs 19(2) and 19(4) of the Schedule.
This strategy applies from the date of publication until it is superseded. References to ‘UK Taxation’ are to the taxes and duties set out in paragraph 15(1) of the Schedule which include Income Tax, Corporation Tax, PAYE, NIC, VAT, Insurance Premium Tax, and Stamp Duty Land Tax. References to ‘tax’, ‘taxes’ or ‘taxation’ are to UK taxation and to all corresponding worldwide taxes and similar duties in respect of which the Group has legal responsibilities.
In February 2017, the Brammer group (at the time, headed by the UK entity, formerly known as Brammer plc) and its subsidiaries was acquired by a subsidiary of funds managed by Advent International, a US headquartered private equity firm (‘Advent’). Subsequently in September 2017, funded by Advent, an acquisition was made of the IPH group, headquartered in France, which is a European group of companies operating in a similar marketplace to the Brammer group (but not in the UK). Over the course of the last 18 months, a number of mergers have taken place of the IPH group and Brammer group businesses into a combined pan-European group of companies.
The UK operations of the business are fundamentally unaffected by these developments. During 2019, a review has been undertaken of the Transfer Pricing charging mechanisms for the Group to ensure that the Group’s UK business is adequately remunerated for services provided to the wider Group.
A series of mergers and acquisitions of the IPH and Brammer companies has also taken place over the last 18 months. These are related to non-UK entities though some disposals by UK entities have been made where substantial shareholding exemption applied and a thorough analysis was undertaken to ensure this was the case. In anticipation of the merger of the IPH and Brammer group, the group name changed to Rubix in early 2018. Throughout the course of 2018, several UK companies also changed their name to include the ‘Rubix’ name.
A restructuring was undertaken to insert a new Dutch holding company under Rubix Group International to ensure that the Dutch companies in the group continue to be owned by an EU company post Brexit. This was primarily done to ensure the Dutch sub-group was maintained as a tax group. Disposals by UK entities as part of this restructuring qualified for Substantial Shareholding Exemption.
An additional investment was made into the French sub-group to recapitalise the Balance Sheet of the head of the French sub-group to ensure the sub-group was not adversely affected by new Thin Capitalisation rules in the territory.
Rubix is committed to full compliance with all statutory obligations and full disclosure to relevant tax authorities. The Group’s tax affairs are managed in a way which takes into account the Group’s wider corporate reputation in line with Rubix’s overall high standards of governance.
Rubix’s Tax Governance Document, which has been formally adopted by the Board is a written codification, for internal use, of Rubix’s policy for the management of taxes and attitude to risk and tax planning.
As well as detailing the responsibilities and principles and approach to taxes management, the “governance objective is to comply with all its legal requirements across the various taxes, in a manner and spirit that ensures we pay the right and responsible amount of tax. Rubix adopts a low risk approach when considering tax planning and does not enter into aggressive tax planning measures, as reflected by the current low risk status with HMRC.”
Governance in relation to UK taxation
Ultimate responsibility for Rubix Group Holdings Limited’s tax strategy and compliance rests with the Board of Rubix Group Holdings Limited.
Executive management of the tax affairs of the Group is delegated by the Board to the Chief Financial Officer (‘CFO’).
The CFO is the Board member with executive responsibility for tax matters.
Day-to-day management of Rubix Group Holdings Limited’s tax affairs is delegated to the Head of Tax who reports to the CFO.
The Head of Tax is a fully qualified member of the Chartered Institute of Tax.
The Board ensures that Rubix’s tax strategy is one of the factors considered in significant business decisions and transactions undertaken.
The Head of Tax reports to the Board and Audit and Risk Committee on Rubix’s tax affairs and risks during the year, as well as on relevant tax issues arising from transactions entered into and from changes in legislation and changes to business operations.
The Group Internal Auditor’s requirement to monitor the integrity of Rubix’s financial reporting system, internal controls and risk management framework includes those elements relating to taxation.
Rubix operates a system of tax risk assessment and controls as a component of the overall internal control framework applicable to the Group’s financial reporting system as well as to ensure compliance with the Senior Accounting Officer framework.
Rubix seeks to reduce the level of tax risk arising from its operations as far as is reasonably practicable by ensuring that reasonable care is applied in relation to all processes which could materially affect its compliance with its tax obligations.
Processes relating to different taxes are allocated to appropriate process owners, who mitigate key risks through the operation of appropriate controls and sign-off procedures. Key risks are monitored for business and legislative changes which may impact them and changes to processes or controls are made when required.
Appropriate training is carried out for staff who manage or process matters which have tax implications.
Transactions which may have significant tax implications are reviewed and advised upon by the Head of Tax. Advice is sought from external advisers where appropriate on areas of a complex, risky or specialist nature or where in the judgement of the Head of Tax, additional advice ought to be sought. External advice is also sought in the development of an appropriate Transfer Pricing model that ensures the Group’s UK entities are adequately remunerated for the value added and services provided to the remainder of the Group’s European non-UK subsidiaries. Continued compliance is ensured through appropriate training and literature as well as regular liaison with tax advisors and with HMRC.
Attitude towards tax planning and level of risk
Rubix Group Holdings Limited adopts a non-aggressive approach to tax planning and tax compliance and this is reflected in the ‘low risk’ status classification by HMRC.
Rubix Group Holdings Limited manages risks to ensure compliance with legal requirements in a manner which ensures payment of the right amount of tax.
When entering into commercial transactions, Rubix seeks to take advantage of available tax incentives, reliefs and exemptions in line with, and in the spirit of, tax legislation.
Rubix does not undertake tax planning unrelated to commercial transactions, other than to ensure continued compliance (such as updating Transfer Pricing policies), nor enter into aggressive tax planning measures.
The level of risk which Rubix accepts in relation to UK taxation is consistent with its overall objective of achieving certainty in the group’s tax affairs. At all times Rubix seeks to comply fully with its regulatory and other obligations and to act in a way which upholds its reputation as a responsible company. In relation to any specific issue or transaction, the Board is ultimately responsible for identifying the risks, including tax risks, which need to be addressed and for determining what actions should be taken to manage those risks, having regard to the materiality of the amounts and obligations in question.
Relationship with HMRC
Rubix seeks to have a transparent and constructive relationship with HMRC through regular annual meetings and ongoing communication with the Group’s dedicated Customer Relationship Manager (‘CRM’) and HMRC specialists. Through these CRM meetings and in the course of ongoing conversations, developments in Rubix’s business and current, future and retrospective tax risks and interpretation of the law in relation to all relevant taxes are discussed.
This ongoing relationship is also helpful in expediting tax claims and elections and seeking clarification on processes and advance clearances.
Accordingly, Rubix ensures that HMRC is kept aware of significant transactions and changes in the business and seeks to discuss any tax issues arising at an early stage. When submitting tax computations and returns to HMRC, Rubix discloses all relevant facts and identifies any transactions or issues where it considers that there is potential for the tax treatment to be uncertain.
Any inadvertent errors in submissions made to HMRC are fully disclosed as soon as reasonably practicable after they are identified.
We liaise with HMRC on a regular basis and maintain an open and honest relationship with them and receive the same treatment in return. This approach facilitates full compliance and helps resolve any potential difficulties quickly and efficiently.
List of entities covered by this tax strategy
- Rubix Group International Limited
- Brammer UK Limited
- Rubix Group Midco 4 Limited
- Rubix International Limited
- Brammer Vending Limited
- Rubix Group Holdings Limited
- Rubix Group Midco 1 Limited
- Rubix Group Midco 2 Limited
- Rubix Group Midco 3 Limited
- Rubix Group Finco Limited
- Rubix Group Bufferco Limited
- Brammer Holdings No.3 Limited
- Castlerail Limited
- Brammer Leasing Limited
- MECRO Limited
- Matrix Tooling Services Limited
- Peter Campbell (Sales) Limited
- Rubix Europe Limited
For reference – UK legal entities which have been placed into liquidation in 2019:
- Brammer Services Limited
- Bearing Stockists Limited
- Camwin Investments Limited
- Brammer Transmissions Limited