Generally, yes.
Any cash distributions (including the amount of any Irish tax withheld) paid on our ordinary shares out of our current or accumulated earnings and profits, as determined under US federal income tax principles, will generally be includible in the gross income of a US Holder as dividend income on the day actually or constructively received by the US Holder. For purposes of this discussion, a “US Holder” is a beneficial owner of our ordinary shares that is, for US federal income tax purposes, (i) an individual who is a citizen or resident of the US, (ii) a corporation (or other entity treated as a corporation for US federal income tax purposes) created in, or organized under the law of the US or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for US federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a US court and which has one or more US persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a US person under applicable US tax law.
Because we do not intend to determine our earnings and profits on the basis of US federal income tax principles, the full amount of any distribution we pay will generally be treated as a “dividend” for US federal income tax purposes. Dividends received on our ordinary shares will not be eligible for the dividends received deduction generally allowed to corporations. Dividends received by individuals and certain other non-corporate US Holders may be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (i) (A) our ordinary shares on which the dividends are paid are readily tradable on an established securities market in the United States, or (B) we are eligible for the benefits of the United States-Ireland income tax treaty (the “Treaty”), (ii) we are neither a passive foreign investment company (“PFIC”) nor treated as such with respect to such a US Holder for the taxable year in which the dividend was paid and the preceding taxable year, and (iii) certain holding period requirements are met. We expect our ordinary shares, which are traded on the NYSE, will be considered readily tradable on an established securities market in the United States, although there can be no assurance in this regard. Additionally, we expect to be eligible for the benefits of the Treaty, and we do not expect to be a PFIC for the current taxable year or the foreseeable future. If we are eligible for such Treaty benefits and we are not a PFIC, dividends we pay on our ordinary shares, regardless of whether such shares are considered readily tradable on an established securities market in the United States, would be eligible for the reduced rates of taxation described in this paragraph, provided the holding period requirements described above are satisfied.