The two options in GT's Draft Tax Strawman Report (23 Jun 2026), plus the third option we emailed them as our preferred structure — compared element by element across everything the GT PDF covers. GT recommends Option 2. Our case is that Option 3 captures both edges.
A Saudi holding layer owns the targets. One border crossing on extraction. Familiar, fully onshore — but exposes a 20% KSA capital-gains charge on exit and offers no 0% treasury shelter.
GT recommends
GT Strawman · Option 2
UAE QFZP
APHL → UAE QFZP → Targets
A qualifying ADGM free-zone vehicle owns the targets. 0% on treasury/financing income and a clean exit (sell the QFZP shares, no KSA CGT) — but every target dividend crosses the border (5% WHT) and the 0% status is a fragile, 5-year-cliff condition.
Our email
Our suggestion · Option 3
Saudi OpCo
APHL → Saudi OpCo → Targets
A Saudi OpCo unlocks the Art. 7(3) intra-KSA dividend shield (WHT-free pooling, single 5% only on extraction) while APHL-as-QFZP still shelters the financing income at 0%. Captures Option 1's pooling and Option 2's treasury edge at once.
✓ Advantage / clean~ Works, with a caveat / cost✕ Disadvantage / leakage / risk— Neutral / same as others
Element by element (everything the GT PDF covers)
Rows follow the GT strawman's own structure: routing, dividend flow, WHT, Zakat/CIT, funding, exit, IP, substance, and the risk tail. Marks read across the three options.
Bottom line — what to put to GT on Monday
On recurring economics, Option 3 (our email) beats GT's Option 2. The Saudi OpCo gives the same 0% treasury shelter Option 2 leans on (APHL is still the QFZP), but adds the Art. 7(3) intra-KSA pooling that keeps reinvested dividends WHT-free. Option 2 taxes the acquisition flywheel — every target dividend it recycles has already paid 5% crossing the border.
Option 2's genuine edge is the exit, not the run-rate. A sale of the QFZP shares escapes the 20% KSA CGT that hits an Option 1 / Option 3 HoldCo-or-OpCo sale (DTT Art. 13). That's real — but partly illusory: selling the KSA targets out of the QFZP still triggers 20% KSA CGT; only selling the QFZP shares themselves dodges it, and only if a buyer accepts that path.
Two questions decide everything — and GT hasn't answered either. (1) The beneficial-ownership opinion on APHL was never run — the WHT table even lists "Etihad/TAQA" as a copy-paste artifact. Every reduced rate collapses without it. (2) The 100%-ownership charts ignore SOCPA M/59 + MISA caps — none of the three is implementable as drawn without a licensed-partner / sub-holdco layer.