Jersey: Finance Update - Impressively Multi-Talented - Why Jersey Has Been Rated A Top Offshore Jurisdiction Six Times In A Row

IMPRESSIVELY MULTI-TALENTED

By Geoff Cook

Jersey continues to highlight its expertise in key markets, expanding its reach internationally while announcing innovative measures to meet market demands.

The latest Global Financial Centres Index places Jersey as the highest rated offshore international finance centre and Jersey is the only offshore jurisdiction to feature in the world's top ten for private banking and wealth management. Our consistent ranking in the Index – six times in a row as top rated offshore location - is hugely encouraging and helps reinforce our standing and reputation for financial services globally.

As worldwide markets recover, we have the ideal platform from which to promote our offering. This is true in the more mature markets of the UK and Continental Europe and also further afield, where there is increasing demand for Jersey - a stable, well regulated jurisdiction, packed with expertise in key sectors of finance, and in close proximity to London and to the Western markets.

We have some of the best financial legislation and regulation in the world and over the years we have been adept in maintaining and improving our laws and in adhering to international regulatory standards. This commitment to high standards has resulted in wide recognition from international bodies including the OECD and IMF.

Developments

High quality regulation and corporate governance are important features in building business in the new powerhouse economies. Through our Government we are progressing agreements and treaties with other nations and this is helping Jersey gain market access and greater recognition for the quality of our corporate governance.

Our newly signed Tax Information Exchange Agreement with India is assisting us to rapidly expand our business in that region. Jersey's Government has also recently negotiated double tax agreements with Hong Kong and Qatar and our regulator has signed a Memorandum of Understanding with the Central Bank of the UAE. We are firmly establishing ourselves in these locations, assisted by the representative offices that we have opened in Hong Kong and Abu Dhabi. Furthermore we have started to develop links with universities and educational bodies in the Gulf with a view to establishing internship programmes as a way of fostering greater understanding of the specifics of our industry. This follows a highly successful six month stay in Jersey recently by two Qatari nationals from the Qatar National Bank and the Commercial Bank of Qatar, who visited to observe first-hand how Jersey businesses operate and to develop relationships between Jersey and Qatar.

In the funds sector we have implemented a new regime for Private Placement Funds, which has widened the choice for investors. it is designed for 'fast track' approval, providing speed and certainty for investors and complementing the existing Expert Fund regime, giving an additional boost to our alternatives fund business.

Company legislation is increasingly used by lawyers advising investors in China, India and elsewhere to establish entities efficiently before listing on many of the world's major stock exchanges. The most recent figures confirm that there are 34 main market listings of Jersey companies on the world's exchanges, with a total market capitalisation of more than £78 billion.

Jersey's leading position as a centre for trusts, complemented now by the availability of foundations, has wide appeal in global centres in the emerging regions and enhancements to trust legislation will come on the statute in Jersey later this year, adding to the options for high net worth clients and their advisers.

Articles in this latest edition of Finance Update demonstrate Jersey's unrivalled and wide ranging expertise in international finance. Jersey's political and economic stability should not be under-estimated, nor should the inherent skills that the jurisdiction's workforce offers, thanks to decades of growth and diversification.

REVOLUTION

By Emily Haithwaite

A new private placement fund regime has been introduced in Jersey, with the issue of the Jersey Private Placement Fund Guide by the Jersey Financial Services Commission (JFSC). The Guide, which applies to closed-ended Private Placement Funds (PPFs), is set to revolutionise the Jersey funds industry. it relaxes the JFSC's traditional 'promoter test', against which the JFSC vets new promoters of funds, making it much simpler for new and existing promoters to establish funds in Jersey. it also offers a streamlined 72-hour authorisation process for the approval of funds which meet the PPF criteria.

PPFs can be offered to up to 50 potential investors anywhere in the world. investors must be 'professional investors', 'sophisticated investors' or investment Managers acquiring an interest in the PPF on behalf of non-professional or non-sophisticated investors.

The PPF regime is available to funds which satisfy the following requirements:

• The PPF must be a closed-ended fund which is established or managed in Jersey.
• The PPF, which can be set up as a company, a unit trust or a limited partnership, must have at least two Jersey residents with appropriate experience on the board of directors of the fund, the trustee or manager or the general partner of the fund, as applicable. The same applies to a PPF established outside Jersey, unless that fund appoints a Jersey-based manager with at least two Jersey residents on its board of directors.
• The PPF's promoter must meet certain suitability requirements as to, for example, regulation in its jurisdiction of establishment and no history of disciplinary sanctions.
• The PPF must appoint a 'Designated Service Provider' (i.e. a Jersey administrator licensed to conduct fund services business), with responsibility for: carrying out due diligence in relation to the promoter; providing the registered office of a Jersey corporate fund or limited partnership, the trustee or manager of a Jersey unit trust or, in the case of a non-Jersey company, its manager; providing the Money Laundering Reporting Officer and Money Laundering Compliance Officer and supporting the PPF in relation to its Jersey anti-money laundering obligations.
• The private placement memorandum issued by the PPF must comply with the disclosure requirements set out in the guide; however there are no mandatory investment or leverage restrictions applicable to PPFs.
• The PPF must prepare accounts in accordance with any generally accepted accounting principles and they must be audited.

The launch of the guide is timely, given the focus of the investment funds community on the alternative Investment Fund Managers (AIFM) Directive. The AIFM Directive preserves the ability for Jersey (and other 'third country') private placement funds to be offered to professional investors in the EU, subject to national private placement regimes, until at least 2018.

it is anticipated that the new PPF regime will be of particular interest to promoters of specialised and alternative investment funds aimed at sophisticated and professional investors, including private equity, mezzanine, infrastructure and real estate funds.

WORKING TOGETHER TO PRESERVE AND GROW

By Keith Graham

Effective succession planning is now the single biggest issue for high net worth individuals concerned about ensuring the successful transition of wealth from one generation to the next. They face a growing number of choices and challenges, not only in relation to the ongoing management of the assets but also in ensuring that their shared values and vision can be safeguarded and that the agreed objectives of the family members can be met. Private Trust Companies and Family Offices have developed to become ideal platforms for preserving and enhancing the value of family wealth. However such structures are only effective if there is proper governance in place. Jersey is an ideal location for Wealth Management for numerous reasons, not least because practitioners have considerable expertise in these keys areas.

Family Councils

It is important to have a structure that allows family members to participate in the ongoing management of the family's wealth, within an environment that is wholly supportive and that provides an educational framework for younger family members in particular. Increasingly, family councils are being created. A family council is an organised forum that allows family members to interact directly with their professional advisers.

A family council can be responsible for:

• Developing a Code of Practice establishing the mechanism for the family and their advisers to interact together
• Establishing family values and a vision for all members to follow so as to ensure that the family identity is maintained
• Providing a mechanism to assist in decision making on key issues
• Providing a mechanism for agreeing the transition of assets from one generation to the next
• Providing a forum for the education of the family on the responsibilities of wealth management
• Encouraging a sense of responsibility amongst the family Members

It is the development of an effective working relationship between family members and their advisers that makes this structure really effective. by having a good governance structure, family members are more likely to see themselves as custodians of the family's wealth and work together to preserve and grow this for the collective good of the family. The risk of not developing such a structure is that important decisions could be made without due and proper consideration which in turn can undermine the unity of the family. A lack of governance leads not only to the family's wealth not being optimised but, in many cases, being eroded and wasted.

When the family wishes to organise the management of assets for future generations, but individuals within the family have differing objectives and views, family governance becomes particularly necessary. Governance is more than simply a structure as it requires the establishment of a process for decision making that helps to avoid any potential conflict.

Trusts are intended to enhance the lives of the family members whether young or old. However, this can only be achieved when combined effectively with sound governance policies and practices. The likelihood of the successful transition of the family wealth to the next generation is significantly increased with proper governance in place.

SUPPORT FOR COMPANIES USING JERSEY

By Malcolm MacLeod

Recent years have continued to show an increase in the use of Jersey companies listing on the London Stock Exchange (LSE), with high profile Initial Public Offerings (IPOs) cementing Jersey's reputation as the jurisdiction of choice for overseas businesses looking to list in London. Aside from Jersey's place in the top tier of International Finance Centres, its favourable tax environment, flexible legal framework, stable political system and convenient time zone, it is the collective expertise of the specialist capital markets teams within the legal and corporate services providers that puts Jersey firmly in pole position in the IPO market. Such expertise is especially important when helping clients from emerging market countries to manage the expectations held in 'the City' that UK standards must be maintained, regardless of the company's jurisdiction.

Providing the infrastructure companies require

To ensure that companies withstand the rigours of a London listing, it is vital that experienced company secretaries and administrators are appointed to help implement and maintain robust corporate governance policies and procedures. These include: regular communication with investors; the establishment of audit and remuneration committees that are properly and regularly held; the creation of a board of directors comprising a sufficient balance of non-executives with experience relevant to the business and the establishment of strong accounting and financial reporting structures.

In some cases companies using Jersey as a route to a London IPO do not have the luxury of a large head office function. This can cause certain practical difficulties and these companies will usually look towards their Jersey administrator to provide support, ranging from the maintenance and operation of bank accounts to the provision of staff to assist with bookkeeping and accounting responsibilities.

Such companies may also look towards their Jersey administrator to help navigate the various listing and disclosure and transparency rules. This support can often include the preparation and release of stock exchange ('RNS') announcements, insider list management, AGM support and investor relations support.

It is also important that a registrar is appointed to ensure that the share register is properly maintained offshore. With a number of experienced registrars based in Jersey, companies are able to facilitate trades through CREST, free of stamp duty, without the need for a depositary receipts programme.

Jersey waits with interest for the outcome of a recent Consultation paper by the UK Government's Financial Services Authority (CP12/2), which proposes certain changes to the listing rules. The findings are due shortly. There is no doubt that overseas and emerging market companies seeking a London listing will be subject to increasing scrutiny and investors will expect a strong corporate governance structure to be in place. With its track record and expertise, Jersey is ideally placed to provide the infrastructure that these companies require.

INVESTING IN OUR HISTORY TO PROTECT THE FUTURE

By Mike Hall

Alternative Investments

The volatility of traditional investment classes at the same time as low interest rates is encouraging a rising number of investors to look at the collectibles market to secure and grow their wealth for the difficult years ahead. Rather than telling you why I think collectibles are a shrewd investment at this time, I think it is easier to simply repeat what clients tell us. after all, I am biased as a major investor in the market through both my investment In Stanley Gibbons and my growing collection that I have been building over the past seven years.

The attraction of Jersey

Since opening our offices in Jersey last year, the number of clients we have attracted has greatly surpassed our initial expectations.

This can be attributed to a number of factors including:

• The tax advantages from investing in collectibles insofar that returns from the buying and selling of these tangible assets represents a capital gain and therefore exempt from tax
• Access to high quality staff and service providers
• Appropriate premises including secure storage facilities, which, when combined with third party insurance for the underlying assets, provide peace of mind to the astute investor
• A supportive business environment, which has welcomed a brand with a 155 year trading history

Stamps, historical documents, rare signatures and other collectibles are becoming an increasingly popular means of diversifying, protecting and growing wealth. With current economic instability, together with inflationary concerns and low interest rates globally, this demand is expected to continue. On a personal note, the reasons why I continue to build my own investment in collectibles are that I am fascinated by history, I love holding rare and interesting things and my collection is my best performing asset over the past three years.

GEARED UP FOR CLEANTECH

By Nick Vermeulen

Jersey has been building experience and expertise in fund structuring and administration for Cleantech, a sector predicting substantial growth over the next few years. The tipping point for moving into Cleantech has arrived and Jersey is ready to provide full support to investors.

So why now? The global downturn has prompted companies to look for efficiencies within their existing production processes using new cleaner technology. The impact on profits of such changes in the production process can easily be calculated, making the expected yield attractive to investors. in an uncertain market, the stable and predictable nature of the return is also very appealing.

Meanwhile, on the energy front, the role of nuclear technology in many countries' national energy strategies has been re-assessed post-Fukushima, providing an extra impulse for renewable energy generation in certain markets. in 2011 the sector sustained high deal numbers and a record total value.

Deal sizes are rocketing. PWC's 2012 Renewables Deals report states that deals for 'new generation' renewable technologies – wind, solar and biomass - are entering the big time. values rose 40% year on year, from Us$38.2bn in 2010 to a record Us$53.5bn in 2011. solar, wind and energy efficiency deals overtook hydropower as the driver for big deal values - one in every three deals last year was solar.

Venture capital, private equity and infrastructure

As the sector matures, Cleantech is becoming attractive to Venture Capital, Private Equity and Infrastructure, for certain types of investment opportunities. Venture Capital and Private Equity are looking at early stage investment in technology, whilst Infrastructure is looking to invest in proven technology in proven sites with a proven return.

Jersey is a key location globally in the Private Equity and Infrastructure sectors and is well geared up to support Cleantech investors and help sustainable investment funds manage for growth, with a range of top quality professional service providers who have specialist knowledge in all aspects of green investments. Examples include the Green Foundation trusts being pioneered by Mourant Ozannnes, independent fiduciary service providers such as JTC Group supporting Jersey-based Renewable Energy Generation Ltd and Foresight amongst others, right through to specialist skills in helping Private Equity houses meet the reporting requirements, as outlined in PWC's recently launched report 'Creating Value from Environmental, Social and Governance Issues'.

Major players have been in Jersey for some time, from Icecap and Camco to AIM-listed funds holding assets in wind, solar and energy from waste, including Foresight group's European Solar Fund Limited Partnership (an Expert fund), Renewable Energy Generation and Ludgate Environmental Fund.

Pressures on fuel supplies and the need to keep operating costs down to remain competitive are global concerns. Cleantech has a truly global market and appetite for it is increasing at a hugely significant rate. The time to jump into or grow your presence in this market is now and the place to do it is Jersey.

INCREASED BUSINESS FLOWS WITH CHINA

By Nathan Powell

Jersey companies are proving increasingly popular with Chinese businesses considering listing in London. Ogier recently acted for Naibu, the 10th largest local sportswear brand in China, on its £68m listing on the AIM Market. Naibu Global International Company plc, incorporated in Jersey, joins a number of other high profile Jersey companies already listed on the London Stock Exchange. Naibu designs, manufactures and supplies Naibu branded clothing and accessories through 2,800 Naibu stores and sales outlets across China.

Jersey holding companies as listing vehicles

Jersey incorporated companies are attractive to both investors and the companies themselves for a number of reasons, not all of which are comparable in other jurisdictions.

Jersey's reputation

Jersey is a politically stable jurisdiction with a global reputation as a first class international finance centre and has a proven track record for attracting investment from around the world. it was designated by the OECD as a 'white listed' jurisdiction and is an OECD issuer territory, which means a wider pool of investors can participate in IPOs and the highest standards of corporate governance can be achieved.

Tax environment

Chinese businesses with an international reach can derive a real advantage from their holding company being incorporated, managed and controlled in a tax neutral jurisdiction:

• In Jersey there is no corporation tax, no capital gains tax and no capital transfer tax.
• There is no requirement for a Jersey company to make any withholding or deduction on account of Jersey tax in respect of dividend or interest payments.
• No stamp duty or similar taxes are payable on the issue or transfer of a Jersey company's shares.
• A Jersey company may elect not to be resident for tax purposes and be exclusively tax resident elsewhere. The effective rate of taxation then will be dependent on the chosen jurisdiction.

In summary, companies formed as listing vehicles can expect to pay no income tax in Jersey, whether or not they are tax resident in Jersey.

Jersey company law

As well as offering a potentially extremely favourable tax environment, Jersey's corporate laws also appeal to businesses and investors alike:

• They are familiar: Jersey companies law is to a large extent modelled on English law.
• They are flexible: Jersey law is generally more flexible than its English counterpart. in addition, Jersey offers the following advantages in the context an IPO:
• The ability to list shares directly on the London stock exchange (as opposed to only depositary receipts, which adds to the cost of a structure) and to trade shares directly through CREST (the UK share settlement system).
• Jersey companies can use the letters 'PLC' at the end of their names - just like their UK counterparts.
• Jersey companies are eligible for inclusion in exchange indices, for example FTSE 100/250.
• Takeover Codes: The UK City Code on Takeovers and Mergers applies to companies listed on London's main market and to other Jersey public companies that are centrally managed and controlled in Jersey. This is a key shareholder protection.

Jersey is a tried and tested jurisdiction for IPOs on international exchanges around the world. We expect to see increasing demand for AIM listings for Chinese businesses following the Naibu example, particularly as AIM offers a cost-effective and often faster listing process than many other international exchanges.

We also anticipate growing demand for European 'trophy' assets seeking listings in the Far east to tap into strong consumer demand in those markets. Jersey is well placed as the jurisdiction of choice for incorporating the listing vehicle for such companies given its familiarity in Europe and the fact that it is acceptable to the leading international exchanges in Asia.

LINKS WITH QATAR

By Sean Costello

Jersey's commercial ties with countries in the Gulf region are strong. Jersey Finance's office in Abu Dhabi, established in response to increasing requirements from both corporate and private clients for international and cross border financial services, is clear evidence of Jersey's commitment. Recently two banking professionals from Qatar completed an Internship Programme in Jersey developing relationships between jurisdictions in the Gulf further still.

Ahmed Al-Anqar, based at the Qatar National Bank, and Fahad Hiiji, who works at the Commercial Bank of Qatar, visited Jersey for six months to observe first-hand how businesses operate here and to discuss where there might be synergies between the two jurisdictions. The pilot programme was the result of discussions between Jersey Finance, the Qatar Financial Centre and the Qatar Financial Business Academy. Three firms hosted the interns - Hawksford, HSBC and JTC Group.

Hawksford

The interns spent a significant time at wealth structuring business Hawksford, where they worked within three client services teams – Hawksford Funds, Hawksford Fidicuary and Hawksford Private Office – and in other departments including Risk, Governance and Compliance and Marketing. They were given an insight into Hawksford's marketing and business development strategy, the standards and procedures adopted for reviewing potential opportunities and the service levels that the firm's client teams provide.

HSBC

HSBC hosted the interns for a period of seven weeks. Their time was divided between the Business Development and Wealth teams in London and the HSBC Expat head office in Jersey. The interns gained an insight into the workings of various departments and teams, including the 'Relationship Managers Customer Experience' department and the HSBC Middle East team, and they also visited local branches and the commercial centre.

JTC Group

The interns time at JTC Group was spent predominately in two departments - Private Client Services and Corporate Services. Work shadowing sessions with senior managers provided overviews of the business areas, client portfolios and processes, whilst meetings with the Managing Director and Director of Human Resources and Operations served to give a greater insight into JTC group's vision, culture and strategy.

Both the interns and the teams at the participating firms gained a great deal from the programme. Not only did it provide the opportunity to exchange knowledge at jurisdictional and business levels, it also enabled the participants to gain greater understanding of cultures in which both parties operate.

The interns thoroughly enjoyed the time they spent in Jersey, learning a great deal about business practices and building an excellent network of contacts. They were especially impressed with the number of companies and financial institutions based in Jersey and their diverse client bases, particularly in terms of Middle East portfolios.

Sean Costello, Jersey Finance's Chief Representative Officer for the Gulf Cooperation Council and India, based in Abu Dhabi, commented, 'Qatar and Jersey have strong links already, across the spectrum of regulatory, financial services and private investment management. This knowledge exchange programme is serving to reinforce those connections even further, for the future prosperity of both jurisdictions.'

It is hoped that this pilot internship programme will be the first of many between Jersey and countries in the Gulf region.

THE ONLY CERTAINTY IS UNCERTAINTY

By Hiren Rawal

Growing and protecting your wealth and safeguarding the financial future for you or your family are naturally paramount concerns and, with the recent global economic turmoil, it's never been more important. If you are to meet your aims and achieve your goals, there are many things you need to consider. These include the importance of holding a diversified portfolio, your choice of jurisdiction and working alongside people you know and trust.

In today's world, often the only certainty is uncertainty. Every day the financial landscape changes, and recent events such as the European crisis and the Arab spring have highlighted the importance of spreading your assets, not only by class, but also by currency and geography. Often, for resident and non-resident Indians, the ideal solution to help them weather any crisis is to have a diversified wealth structure held in a safe jurisdiction.

Recognised the world over for its commitment to providing the very best in wealth management services, Jersey is fast becoming the jurisdiction of choice for global investors, including the Indian community. The reasons are numerous; Jersey enjoys tremendous stability, both politically and economically, as well as being an ideal location close to all European financial centres and bridging the opening and closing times of the world's eastern and western financial markets. Jersey has become one of the world's leading international finance centres thanks to solid, pragmatic yet progressive governance and regulation. With an enviable infrastructure of qualified professionals, its robust, weighty and hugely experienced private banking sector is highly accredited by international and regulatory bodies.

Jersey has formed strong bonds with India and is committed to continuing to build on and strengthen this relationship. With wealth structuring models renowned for being innovative and nimble to anticipate and embrace changing situations and regulations, Jersey offers the perfect infrastructure for resident and non-resident Indians to diversify their assets and safeguard their wealth.

JERSEY IN EUROPE

By Emma-Lucy Pinchbeck

JCS recently completed a 35 day tour of Europe to connect a wide variety of Jersey service providers with asset managers, fund promoters, tax advisors, lawyers and other intermediaries in 18 European cities. Early indications are that the tour has been a great success; 6,780 kilometres and 203 face to face meetings later, JCS has made in excess of 300 introductions to service providers internationally.

Foundations and Incorporated Cell Company (ICC) structures

Meetings that took place in the Netherlands highlighted an evident respect for Jersey and a particular interest in Foundations and ICC structures. This interest was also shown in other cities, including competitor jurisdictions such as Luxembourg, where several professionals deferred to Jersey's more competitive trusts offering and made requests for information on Jersey Foundations.

Pre-tour research showed that Jersey Foundations would attract real interest. JCS translated a Foundations briefing note into several European languages, including Russian. This provided added value to the marketing of Jersey's services.

Property specialists across Europe were familiar with the standard real estate structure utilising various relevant jurisdictions, but they usually expected to see the parent domiciled somewhere other than Jersey. The ICC structure, most notably its simplicity, was very well received. Many hosts requested further information and it is hoped that these contacts will start to consider using Jersey in future.

Jersey for Funds

The focus of conversations in Germany was on funds, primarily real estate and renewables, although at present holdings are typically organised through Luxembourg or the Netherlands. There was also strong interest in Poland regarding Jersey's status amongst offshore jurisdictions and its adoption of and adherence to international standards.

Residential real estate was of key interest to German financial service specialists in what can only be described as a buoyant market. Munich, Berlin and Frankfurt remain the industry 'thoroughbreds' but other European cities such as Hamburg, Warsaw and Vienna offer excellent investment potential. French service providers also perform cross-border work with German counterparts in cities like Stuttgart, making real estate funds the focus of discussion in Paris.

Cleantech Jersey

Jersey's interest in renewables and sustainable energy caught the attention of European service providers and this was bolstered by reference to the new Jersey Cleantech initiative. The rapid growth of this global market, expected to reach $500 billion annual investment by 2020, was most evident in Poland and the Czech Republic. Activity in sustainable energy, particularly in Combined Heat and Power, was compelling. Germany, of course, remains the European leader in this sector by far.

With JCS support, Cleantech Jersey is now scoping an ideas exchange with German investment professionals to learn from their experiences and to help demonstrate Jersey's commitment to sustainable energy and technologies. There are clear benefits to be gained from an enhanced awareness of Jersey's legitimacy among key decision-makers in Europe.

In short, the outlook for Jersey in Europe is positive. There is a real opportunity to inform key intermediaries about Jersey and our excellent reputation and international standing – and to develop stronger relationships with them. Various strategic partners from Europe will be visiting this year at the invitation of JCS to see for themselves the quality and calibre of our jurisdiction.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.