JERSEY CEMENTS ITS PRESENCE IN THE GULF
By Geoff Cook Chief Executive, Jersey Finance
Jersey's finance industry places great value on its expanding relationship with the nations of the Gulf Cooperation Council (GCC) and for this reason has cemented its presence in the region this year with the opening of Jersey Finance's new representative office in Abu Dhabi.
With a permanent presence in the region and further product innovations and enhancements to our legislative and regulatory regimes, we are committed to intermediaries and clients in the GCC region.
Jersey, which is celebrating its 50th anniversary as a modern international finance centre this year, has powerful endorsement as one of the best regulated jurisdictions in the international community from the OECD, IMF, FATF and UK Government amongst others. It also has a history and tradition of providing services to the Gulf market with many long standing business relationships between practitioners in the Gulf and Jersey. We are proud of those connections and keen to build on them.
The new Gulf office at Al Bateen, C6 Tower in Abu Dhabi, is headed by Sean Costello, Jersey Finance's Head of Business Development for the GCC and India, who has been a UAE resident for a number of years and who has wide ranging experience in the finance industry.
A centre of excellence
There are new products and updates to our legislation that we will be highlighting in our visits this year including:
- The Foundations vehicle, which is being used as an alternative to the trust amongst wealth and estate planners
- Changes to our company laws that bring even further flexibility
- Further developments in our fund capabilities
We plan to continue highlighting Jersey's expertise and capabilities in managing international capital and its role as a jurisdiction for corporate clients in the GCC wishing to invest in the European markets.
Jersey is a well established centre of excellence in managing the wealth of high net worth individuals and a world leader in trusts. In particular Jersey has strong expertise in managing specialist structures popular in Islamic Finance, with a choice of practitioners familiar with Shari'a-compliant vehicles able to support this increasing sector of Gulf business.
It is fitting that in this anniversary year for Jersey's finance industry, we can celebrate a new milestone with the opening of a permanent office in the Gulf. Jersey's finance industry is both diverse and wide ranging and continues to evolve to meet the needs of financial institutions in the region, as well as international investors and their advisers.
STRENGTHENING TIES WITH THE REGION
By Sean Costello Head of Business Development for the Gulf Cooperation Council and India, Jersey Finance
Jersey's commercial ties with the GCC nations have never been stronger. Jersey Finance's new 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 to developing business in the Gulf.
Besides Jersey Finance, there are up to 10 Jersey firms with a presence in the GCC, with more actively planning one, and many more leading international banking and finance institutions with offices in the Gulf that also have a substantial office presence in Jersey. There are close contacts between the regulatory authorities in Jersey and those in the Gulf and high level governmental contacts have been maintained through the regular delegation visits that Jersey undertakes to GCC countries.
Jersey makes its mark in Abu Dhabi
The official opening of the Abu Dhabi office was celebrated at a reception at the British Embassy in March. A Jersey delegation including Jersey's Deputy Chief Minister, Senator Philip Ozouf, the Director-General of the Jersey Financial Services Commission and representatives of Jersey's finance industry attended the event, which was hosted by the British Ambassador HE Dominic Jermey CVO OBE and officiated by HE Sheikha Lubna bint Khalid bin Sultan Al Qasimi, Minister for Foreign Trade.
His Excellency Dominic Jermey told the invited guests that Jersey and London complemented each other as financial centres and were frequently part of the same transaction chain facilitating the deployment of mobile international capital. He was confident that a similar relationship would evolve between Jersey and the Abu Dhabi financial centre going forward.
Jersey Finance also marked its arrival in Abu Dhabi by sponsoring an event held at the British Embassy in April to celebrate The Queen's birthday. The party attracted hundreds of specially invited guests, including senior Emirati ministers, and was a wonderful opportunity to highlight Jersey Finance's new permanent presence in the region.
A strong and stable partner
Throughout the global financial crisis, Jersey has remained a strong, stable partner for international business, acting as a conduit for the distribution of capital to the world's leading finance centres and as a gateway to European markets. As the global recovery continues to gather pace led by the emerging economies, Jersey's legal and finance practitioners, working from a jurisdiction of substance with high standards of corporate governance, are well-placed to build on their long-established commercial ties with clients throughout the Gulf. In addition to our new permanent presence in Abu Dhabi, Jersey Finance has also recruited representatives in India, the UAE's biggest trading partner. We are confident that this link will be of great value going forward, as Jersey continues to grow its business across the region.
ISLAMIC FINANCE IN JERSEY
By Trevor Norman Director of Funds & Middle East Group, Volaw Trust & Corporate Services Limited
In recent years there has been a worldwide move towards ethical investment leading to a dramatic growth in Islamic Finance. Jersey Finance has invested much time and effort in highlighting Jersey's credentials in this area. Jersey is well placed to meet the demands and challenges associated with providing Shari'a-compliant services. But this is not a new development, Jersey has been providing services to Muslim clients and in particular to those resident in the GCC for many years.
The two primary areas of Shari'a-compliant services in Jersey are those offered to:
a) Individuals, through private wealth management services, and
b) Institutions, by way of the establishment and administration of collective investment funds and other vehicles for raising finance or the investment of capital.
Private wealth management
A key feature in the growth of Jersey as a financial centre has been the provision of private wealth management services, such as the establishment of trusts, private companies and more recently foundations. There are many reasons why an individual may wish to establish such an entity, ranging from the simple creation of a company to own, for example, a holiday residence in London, to the more complex structures required by a family office or the ownership of a family business to ensure that it is not broken upon the death of the patriarch and founder.
The concept of a trust is very similar to the Islamic waqf. Today, a trust has become one of the most effective tax and estate planning techniques available. One potential barrier in the establishment of a trust is the requirement that ownership of the assets must be transferred to the trustee, a concept that many wealthy people unfamiliar with trusts have difficulty in accepting. Jersey recently enacted a Foundations Law, which, in providing for a Council to oversee the management of the underlying assets, should alleviate such concerns. Similarly, the nature of a foundation is that it has separate legal personality, it is able to contract with third parties, sue and be sued in its own name and holds its own assets, which can be traded.
Corporate vehicles and funds
Islamic (or Shari'a-compliant) collective investment funds were the key Islamic financial product of the late 1990's and it is difficult to think of any major financial institution that did not participate in the promotion of an Islamic investment fund, with funds in Jersey investing in assets ranging from equities to real estate. The early 2000's saw the emergence of the Islamic securitisation market, often referred to as the Sukuk market, and several vehicles issuing Sukuk were established in Jersey, notably Caravan I Limited, which won an award as the Innovative Product of the Year in 2004, this transaction generally being regarded as the first true-sale corporate Sukuk.
The advantages of Muslim clients using Jersey for either private wealth structures or the issuance of securities are very similar to those for any other group, but Jersey's long-standing connections with the GCC bring an additional benefit of experience and expertise in establishing these structures in a Shari'a-compliant context.
SERVICING THE NEEDS OF THE FAMILY OFFICE
By Richard Hughes Senior Manager, Vistra
Family office is a term widely used in the wealth management industry and can generally be described as a private enterprise that manages investments and trusts for a wealthy family or group of families. Such arrangements are commonplace in the Gulf Cooperation Council (GCC) and they are increasingly being explored by high net worth family groups to deal with the asset protection, succession, general management and privacy issues present in the region.
The traditional family office, that typically handles all family affairs from the employment of household staff to the management of real estate investments, is becoming increasingly sophisticated and corporate in its approach. Not only are family offices hiring senior qualified and experienced tax, legal and investment practitioners, but many are also adopting collective investment fund structuring methods perhaps more usually witnessed in the institutional asset management space.
Family offices are developing bespoke, complex and diverse portfolio structures investing in a range of asset classes, from vanilla equity and fixed income to hedge funds and private equity. These investment platforms are commonly formed as companies and trusts but, in recent years, family offices are using more publically visible collective investment funds vehicles and are allowing third parties to co-invest. In the GCC, local 'offshore' special purpose companies are being incorporated in these structures to house local assets alongside internationally located investments and properties.
It could be said that this development is a product of the increasing demand for the proper segregation of assets, for transparency and for governance but also of a move to drive efficiencies and reduce costs. In line with such advances, Jersey has reacted well and continues to innovate. The local regulatory body, the Jersey Financial Services Commission, has produced new legislation to enable family offices and investment clubs to operate practically within or, where appropriate, outside the regulatory framework. Jersey-based service providers are well versed in the needs of GCC-based clients and where necessary can accommodate Shari'a Law principles and associated accounting methodologies.
Depending on the needs of the family office and its co-investor, Jersey offers a great degree of flexibility. A fund vehicle that is established for a small number of co-investors (up to a maximum of 15) and where there is no formal offering of securities, is regarded as a Very Private Fund. Where a fund is offered to not more than 50 investors and is not listed, it is treated as a Private Placement Fund. A collective investment vehicle offered to eligible investors subscribing greater than US$1m can be classified as an Unregulated Fund. Shari'a-compliant investment funds have been formed in Jersey and the expertise exists to deal with the complexities associated with such investment restrictions.
Collective investment funds in Jersey can be established within a few days using a variety of vehicles including a Unit Trust, Public or Private Company, Protected or Incorporated Cell Company and also a Limited Partnership. Depending on the liquidity profile of the asset and investor appetite, both open and closed ended arrangements can be accommodated.
Jersey is an internationally recognised, highly respected and established trust, company and fund-structuring jurisdiction. With a strong finance industry populated by the world's leading accounting, tax, legal and administration firms, Jersey is well placed to service the needs of the ever-evolving family office in the GCC region.
GCC SUCCESSION PLANNING IS EVOLVING IN PARTNERSHIP WITH JERSEY
By Robert Surcouf Director - Private Client Services, Jersey Trust Company
Running a successful family business is hard work and leaves very little time to plan for the ownership and management changes that will inevitably occur. Historically less than 30% of family owned businesses survive to the second generation and less than 12% to the third. In the GCC, there is a strong desire to maintain businesses as family owned, rather than to focus on alternative exit plans such as listings. Importantly, with nearly 90% of all businesses in the GCC being family run, maintaining long term family ownership requires a creative approach to develop a succession plan that will allow the family and the business to flourish together.
Discretionary trusts have, historically, been a successful element of succession planning. However the concept of a trust does not always sit comfortably with the Shari'a rules of inheritance, as there is an expectation of direct ownership and a level of day to day management that is not always possible when a trust is in place. In response to this, Jersey advisors have developed alternatives such as Private Trust Companies, Reserved Powers Trusts and Foundations. There is also a lesser well known solution, the Jersey Family Limited Partnership (JFLP), which particularly has great potential in the GCC.
The JFLP has a General Partner, normally a Jersey limited company, which is responsible for managing the partnership and its underlying assets. Family members can be on the Board of the General Partner in accordance with the associated family constitution, which would form part of the succession plan. This can help to create a family meritocracy for those who are involved in strategic decisions, in addition to any ongoing involvement in the day to day management of the underlying family businesses.
The Limited Partners of the JFLP, commonly the second or third generation family members, will often have a clearly defined direct interest in the JFLP and have limited liability similar to that of a shareholder. They are not, however, involved in the strategic decision making process unless they are specifically appointed to assist with the management of the General Partner.
A growing number of advisors now appreciate that to assist GCC families with their succession plans they must first take account of family culture and expectations. Trusts are not the only answer. Evolving entities such as the JFLP ensure that Jersey continues to play a leading role in assisting GCC families and their businesses.
JERSEY FOUNDATIONS WEALTH PLANNING FOR FAMILY BUSINESSES
By Richard Pirie Head of Trusts and Foundations, Collas Crill, Jersey
Wealth planning is a long-term exercise to preserve wealth while meeting the future needs of several generations.
The main reasons why an entrepreneur wishes to put his business into a structure are succession planning and asset protection – he wants to decide on the succession of control and benefit, and he wants to make sure that what he has worked so hard to build is protected if something goes wrong for him or for a member of his family, such as divorce. At the same time he wants to keep control of it. During his lifetime and after his death he wants his family to enjoy the fruits of his endeavours but he does not want them to be able to sell the income generator he has created. The question is how?
A trust may not be suitable because the duties owed to beneficiaries are not consistent with a trading business as a significant trust asset. The beneficiaries can collectively determine a trust and thus sell the business, thereby defeating a key wealth planning objective.
By contrast the Council of a Jersey Foundation does not owe any duties to beneficiaries, unless the Regulations expressly provide them at the request of the Founder. Instead the Council is accountable to a mandatory Guardian, but there are no restrictions on who can hold this office so it can be fulfilled by family members.
A Jersey Foundation has recently been prepared by this firm for a wealthy GCC-based family with five branches, which owns companies that operate trading businesses and hold property portfolios and passive investments. The Foundation will own the shares in all those companies but only as a passive shareholder, and the family will continue to control them at board level. In deciding the level of dividends that the companies declare, the family controls the flow of money into the Foundation. The Guardian is a committee with one member from each branch of the family, and the Council cannot make distributions without Guardian approval, thus the family also controls the flow of money out of the Foundation.
By using a Foundation, the succession and asset protection objectives are achieved by transferring ownership of the companies into it. Meanwhile the family retains control of the businesses and of all money flows into and out of the Foundation.
JERSEY - AN IMPORTANT JURISDICTION FOR CLIENTS IN THE GCC
By Paul Perris Managing Director, Ogier, Bahrain
Jersey has a long track record as a domicile for companies, funds, trusts and other structures used by GCC-based clients that stretches back to the 1980's.
There are a number of reasons why Jersey continues to be attractive to investors from this region for structuring international investments, ranging from time zone and convenience to confidentiality, flexible laws and robust regulations.
Professional service providers are also very familiar with and expect to administer structures with a high level of corporate governance, thus providing comfort to clients regarding the integrity of their asset holding vehicles. This has been particularly important since the economic downturn.
Flexible Companies Law
Jersey's Companies Law is very flexible. Different classes of shares can be issued with different rights. This practice is not permissible pursuant to company law in certain GCC states. It is often beneficial to use a Jersey company at a 'topco' level to facilitate investment and to provide the investors with certainty as to how the laws would be interpreted (on English law principles) should any dispute arise.
Jersey companies are also used by GCC investors investing into international assets, including joint venture arrangements for the same reasons.
Family Office structures
High net-worth families prefer to separate the family business from the investments, business affairs and philanthropic interests of the family by establishing a Family Office and at the same time being able to control succession planning in connection with international assets. Jersey's financial services industry is well placed due to the concentration of experienced professionals in the field of trust administration, legal and accounting services and private wealth management to provide proactive, tailored and value added services to families in a favorable time zone.
Real estate holding structures
High net-worth families and banks commonly invest in UK and European based real estate due to the political stability and transparency of the markets. Recent exchange rates and suppressed property values have fuelled this practice. Middle Eastern families also regularly visit those jurisdictions. Jersey domiciled vehicles are often preferred due to the proximity to the UK and Europe and professional service providers have a long track record of administering such vehicles. In order to provide family members with a diversified interest in a portfolio of properties, clients are becoming more sophisticated and are now considering Family Limited Partnership and Family Unit Trust arrangements, which can be structured in a Shari'a-compliant manner and also allow for succession planning.
GCC-based banks commonly use Jersey companies for investment in Europe and to structure their joint ventures in order to avail of the flexibility of Jersey company law.
Structured finance products
Jersey allows clients to structure vehicles using a wide variety of debt instruments, bonds and other types of product. Structures are often established as 'orphan' or off balance sheet structures. Due to the flexibility that Jersey legislation provides, it is possible to structure Shari'a-compliant structured finance vehicles such as Sukuk through Jersey, and the Channel Islands Stock Exchange (CISX) provides the ability to list certain products. A recent example of this is the Emirates NBD auto loans securitisation using an innovative dual Special Purpose Vehicle structure. Arab Bank plc have also used the CISX to list securities.
Trusts and Foundations
Trusts and Foundations are an important wealth and inheritance planning tool and can be structured in a Shari'a-compliant manner. Both can also be established to ensure bankruptcy remoteness and protection of valuable assets.
Jersey is a popular jurisdiction through which to establish trusts due to the comprehensive, flexible and tried and tested Trust Law. Jersey Trust Law permits the use of Private Trust Companies, which appeal to families in the GCC who are keen to retain control over the structure and avail of the benefits of a Trust. Unlike a Cayman Private Trust Company, a Jersey Private Trust Company has no restrictions on who can be a Director (in Cayman the directors must be based in Cayman).
Jersey Managed Trust Companies have also been used by several GCC banks through which they generate business from their customers.
Employee benefit structures
In recent years, banks have established cash and share plans in Jersey which are aimed at attracting, retaining and motivating employees. Jersey has become a centre of excellence for such structures and many service providers have invested in IT platforms that deliver real time reporting to employees.
Jersey has a history of working with the GCC in domiciling funds stretching bank to the Dar Al Maal Al Islamic Fund in 1982. More recently Emirates NBD Bank has structured funds via Jersey. As clients in the GCC, particularly those who are more sophisticated and risk conscious, begin to appreciate the benefits of regulation and corporate governance, combined with a favourable time zone, Jersey should be able to attract new funds business.
Despite current upheavals in parts of the region, the GCC market is predicted to continue to grow. Jersey, as a safe and secure jurisdiction with its professional service providers, is well placed to continue the delivery of value added legal, administration and other professional services to GCC-based families and institutions.
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.