Taxation on Distribution of SUEZ Environnement Shares

For the distribution of SUEZ Environnement shares, SUEZ received an agreement in principle from the Direction générale des impôts (French tax authority) as to the tax neutrality of the distribution of SUEZ Environnement shares for its French resident shareholders. After review of the final documents, the Direction générale des impôts issued SUEZ with the final approval stipulated in Article 115-2 of the General Tax Code.

The cost of SUEZ Environnement shares was “zero” on the day of their allotment for individuals. The capital gain realized when the shares are sold will in principle be taxed on the entire sale price at the rate of 29% if the transfer threshold exceeds €25,000 euros per year per tax household for 2008. For a PEA, the transaction is neutral (except for CSG/CRDS purposes).

Taxation of GDF SUEZ Merger

The merger-absorption is tax-neutral for French residents:

  • there is no immediate taxation of unrealized capital gains, or immediate deduction of unrealized capital losses, or consideration of the swap in calculating the annual transfer threshold,
  • if the GDF SUEZ shares thus received were resold in 2008, they are taxed only if the annual total amount of transfers of investment securities exceeds €25,000 (per tax household). In general, the capital gain (or any capital loss) will be calculated according to the cost for tax purposes of the SUEZ shares swapped in the merger,
  • the transaction notices for purchases of SUEZ shares should be retained to prove their tax computations when the GDF SUEZ shares received in exchange are resold. This tax neutrality also applies to shares that are registered in a PEA account, when the GDF SUEZ shares received are eligible for the PEA.