Jersey: Jersey Links With India

A Milestone In India In An Anniversary Year
By Geoff Cook Chief Executive, Jersey Finance

2011 marks the 50th anniversary of Jersey's financial services industry. It also sees Jersey strengthening its ties with India with the engagement of dedicated Jersey Finance representatives in Mumbai and New Delhi and the introduction of innovations to Jersey's company law regime in support of the strategic development objectives of corporate clients in the region. Jersey has powerful endorsement as one of the best regulated jurisdictions in the international community from the OECD, FATF and UK Government amongst others and its regulatory regime has recently been rated as one of the best international finance centres globally following the latest IMF review. Jersey's Government will be signing a Tax Information Exchange Agreement (TIEA) with India shortly, having been actively engaged in the process of signing TIEAs since 2002, with agreements in place with many countries in the G20 including France, Germany, the UK, the US and China.

New representative team

Jersey Finance launched a permanent representative team in Mumbai and New Delhi in March. Reporting to Sean Costello, Head of Business Development for India and the Gulf Cooperation Council, the team plans to continue highlighting Jersey's expertise and capabilities in managing international capital and its role as a jurisdiction for Indian corporate clients wishing to expand into European and US markets. The Jersey holding company vehicle, when domiciled within the jurisdiction's tax neutral platform, has been a popular option for international investors wishing to list on global stock exchanges. New laws are to be implemented this year that will make Jersey an even more attractive destination and Sean outlines more details in the next article.

Experience and expertise in wealth management

Jersey continues to be a centre of excellence for managing the wealth of high net worth individuals and a world leader in trusts. Jersey has practitioners with years of experience in handling the estate and succession planning requirements of internationally mobile individuals and more STEP qualified professionals than anywhere else outside of London. It is fitting that in this anniversary year for Jersey's finance industry, we can celebrate a new milestone with the launch of a representative team in India. We have also opened an office in Abu Dhabi to cement our presence in the Gulf region. We look forward to building further on our commercial ties with both existing and new clients across India and the Gulf.

Building Our Business With India
By Sean Costello Head of Business Development for India and the Gulf Cooperation Council, Jersey Finance

To continue building business with clients and professional contacts in India, we recognise that it is vitally important to establish a permanent presence there as well as provide a commercial framework that meets the needs of Indian based investors and their advisers.

The launch of our representative team in Mumbai and New Delhi, the interaction at senior government level and the continuing dialogue between regulators are all part of that ongoing process. It is also crucial that Jersey keeps its legislation and regulations under review and, whilst maintaining robust standards, we are eager to innovate in these areas to enable international investment to be facilitated.

The new Cross Border Merger Regulations, which will permit companies incorporated in Jersey to merge with foreign companies and other bodies incorporated outside Jersey, are an example of this and offer an enhancement which will assist Indian investors in their strategic decisions in identifying suitable vehicles when investing in Europe. We know there is huge interest in Indian businesses expanding internationally but there is also a need to recover and repatriate the profits made from that capital investment back to India. These amendments using a Jersey company make that process far easier to achieve.

The finance industry in Jersey invests heavily in such improvements to its legislation and works closely with the authorities and with the Jersey Regulator. Amongst other developments which will be outlined to our intermediary contacts in meetings this year are:

  • Changes to Partnership Law Jersey has introduced Separate Limited Partnerships and Incorporated Limited Partnerships. These new vehicles widen the choice in the funds sector and in structured finance. The range of possibilities that the new partnerships will bring, with their variations of legal personality and asset ownership, combined with commercial flexibility, will further enhance Jersey's appeal as a domicile for fund and finance vehicles.
  • Foundations Jersey's Foundation vehicle has added to the options available for those considering wealth management strategies for families and high net worth clients. Through the concept of 'a guardian', which is one of its features, it has introduced a greater element of corporate governance oversight than exists in similar structures in some other jurisdictions. Jersey Foundations have a wide appeal, particularly for those who remain unfamiliar with the trust concept.

Alongside these developments, Jersey continues to grow its fund administration services, wealth management services and its capabilities as a listing provider on worldwide exchanges using the Jersey holding company. The thriving funds sector is supported by a flexible regime for professional investor funds, including a Feeder Fund that is recognised and marketable in the European Union and the Gulf, unlike similar fund vehicles provided by some competitor jurisdictions.

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 India.

Jersey Finance's new representative team in Mumbai and New Delhi will act as a hub to enable us to communicate that depth and range of our financial services and the wider uses of some of Jersey's investment structures.

Private Banking To Engender Entrepreneurship And Safeguard The Wealth Of The Indian Community
By Patrick Crowley Country Executive, ABN AMRO Private Bank Jersey

Recognised for its conviction to provide the best in offshore wealth management services, Jersey is fast becoming the jurisdiction of choice for global investors – particularly the resident and non-resident Indian community.

Why? Investors continue to recognise Jersey's robust, weighty and highly experienced private banking sector, which is highly accredited by international and European regulatory bodies. Jersey's wealth structuring models are renowned for being innovative and nimble to anticipate and embrace changing personal situations and international regulations. Jersey offers the perfect infrastructure for resident and non-resident Indians to diversify their assets and to safeguard their wealth.

The Jersey banking industry has already committed to forming strong bonds with India, learning to better understand the cultural value systems that govern the financial decision-making process. The industry acknowledges that it is vital to take the time to nurture real relationships with investors and their families before undertaking any wealth management activity.

ABN AMRO Private Bank Jersey first began to support resident Indian clients in 2001 and has continued since with a wide variety of banking and investment management services. Jersey institutions have provided tailored structuring to provide cross border business financing, they have structured personal wealth management solutions and have also provided financing for the acquisition of property in response to the growing number of wealthy Indian nationals buying UK property. Many resident Indians, with the help of Jersey's banks, are making good use of the Indian Liberalised Remittance Scheme, where residents can legitimately transfer/invest up to US$200,000 abroad per family member each year.

Jersey provides the opportunity and expertise to help develop a truly successful international portfolio.

Banking and investment management in action

To illustrate the extent of local expertise, we worked with a wealthy resident Indian entrepreneur to help him increase his ownership (shareholding) in a successful and growing Indian based Privately Owned Company, despite not having liquid assets to finance the deal. The client needed help to achieve this via pledging some of the shares, which, as majority shareholder, he already owned in the Company. He held these shares via a Mauritian Company of which he was the sole shareholder.

Due to an innate understanding of India and the presence of the Bank in Mumbai, it was easy for us to independently agree the value of the Privately Owned Indian Company shares, such that they could be used as collateral for the loan. An understanding of the India-Mauritius double tax treaty meant that it was possible to design and develop the appropriate facility to support the deal.

The Indian Company continues to expand rapidly and hopes to float on the Indian Stock Exchange. The client and his family have since agreed to centralise and house the wider family financial assets in Jersey.

Jersey: a preferential jurisdiction

Indian entrepreneurs have every reason to move businesses to Jersey and/or to consider Jersey as a preferential jurisdiction to reside and accumulate their assets. Many banks in Jersey have developed a strong understanding of the culture and the banking and investment needs of resident and non-resident Indians, and they are putting this at the disposal of an ever-growing client base.

The Use Of Jersey Companies By Indian Businesses
By Alan Stevens Group Partner, Carey Olsen

Establishing a Jersey company is an excellent choice for Indian businesses wishing to set up a company outside India as a listed vehicle or a holding company for non-Indian assets, or to raise debt capital. Typically, an established group of companies will introduce a new listed Jersey parent company or finance company. Jersey companies are suitable for listing on the main board (FTSE) and AIM of the London Stock Exchange.

Why choose Jersey?

Jersey companies are popular for many reasons including the following:

  • Unlike many offshore jurisdictions, Jersey shares settle through CREST, the UK's paperless securities settlement system. This removes the need for a depository receipt programme;
  • Jersey corporate law is modelled on English corporate law but incorporates further flexibility, for example by providing a wider choice of entities and more flexible dividend, share issue and capital reduction regimes. There is no prohibition on financial assistance in Jersey;
  • The City Code on Takeovers and Mergers applies to a Jersey company if it is centrally managed and controlled in the UK, the Channel Islands (including Jersey) or the Isle of Man;
  • In relation to funds, the flexibility and speed of the Jersey regulatory regime and the availability of innovative structures make Jersey attractive;
  • Jersey is located in the UK time zone, covering India's close of business and the USA's opening of business;
  • In Jersey there is no Stamp Duty on share transfers, a standard 0% Corporate Tax rate, no Withholding Tax on dividends and no Capital Gains Tax. Jersey is outside the UK Value Added Tax network;
  • Jersey law has been amended to permit the merger of a Jersey company with an Indian company;
  • Jersey has excellent air links with London and other cities and has a wide choice of legal, accounting and other service providers.

Indian businesses using Jersey

  • Yatra Capital Limited, an Indian property fund based in Jersey and listed on Euronext Amsterdam (that raised €100m at its launch in 2006), aims to create value for investors through the ownership, development and operation of high quality property on Indian commercial and retail markets;
  • Vedanta, an Indian mining business, has used Jersey companies on a number of transactions, including the issue of US$725m convertible bonds in 2006, US$1.25bn convertible bonds in 2009 and US$805m convertible bonds in 2010;
  • Essar Energy, an Indian energy business, recently used a Jersey company to issue US$550m bonds convertible into ordinary shares in its UK parent company.

The use of Jersey companies has served Indian business well and this trend is likely to continue as Indian businesses expand their activities and capital-raising into markets outside India.

UK Residential Property Structures - Using The Liberalised Remittance Scheme
By Neel Sahai Director, Minerva Financial Services Limited

The residential property market in the United Kingdom has long held attractions for overseas buyers, in particular Indian High Net Worth Individuals, many of whom have until recently found it difficult to access the market due to exchange controls in place in India.

The Liberalised Remittance Scheme was introduced in 2004 and further extended in 2007. It allows Indian Resident individuals to remit overseas US$200,000 per financial year (April-March).

It states that this is available "for any permitted current or capital account transactions or a combination of both. Resident individuals are free to acquire and hold immovable property or shares (of listed companies or otherwise) or debt instruments or any other asset outside India without prior approval of the Reserve Bank".

We have seen Indian Residents setting up structures using the Liberalised Remittance Scheme for various different activities, however the most popular has been to purchase UK property via Jersey companies.

Jersey is tax neutral having a zero per cent Corporate Tax rate, no Capital Gains Tax, Inheritance Tax or Withholding Taxes.

The value of UK property falls within the scope of UK Inheritance Tax, even where the owner is neither UK resident or domiciled. This means that should an individual die while owning UK property, a charge to UK Inheritance Tax would arise (at 40% of the value net of any mortgage, less the available nil rate band, currently £325,000). Therefore should the property be worth £2,000,000, if held directly, the Inheritance Tax payable could be up to £670,000.

The simple solution to this problem is for the individual to own the UK property through a Jersey company. The individual therefore owns shares in a Jersey company (i.e. a non-UK situs asset), rather than the direct property holding, so the above UK Inheritance Tax problems do not arise.

There would be no UK Capital Gains Tax payable upon sale of the property, however there would be some UK Income Tax payable on the net rental income. With regards to UK Income Tax, one important difference is that a company would only ever pay Income Tax at the basic rate (20%), whereas an individual could be exposed to higher rates (up to 50%).

An Indian Resident making use of the Liberalised Remittance Scheme would use the allowance to purchase the shares of a newly formed Jersey company. The Jersey company would then use these funds to pay the deposit on the property and the associated purchase expenses.

The aforementioned example uses a Jersey company, however there are also benefits in using Jersey trusts and Jersey Foundations for such structures, which may provide additional estate planning advantages. We expect to see more use of these structures going forward.

Jersey: First for funds
By Ben Robins Head of Funds, Mourant Ozannes

India's economic growth in recent years has prompted increasing interest from international investors wishing to diversify into this vibrant market. Indian fund promoters have also recognised the potential of tapping global inward investment by using Jersey fund vehicles familiar to sophisticated global investors.

Jersey fund vehicles, whether companies, limited partnerships or unit trusts, enjoy the certainty of tax neutrality (with no Capital Gains Tax, Stamp Duties or VAT) and provide a range of flexible structures for the efficient extraction of investor returns and management fees. But what distinguishes Jersey from other offshore fund jurisdictions?

  • Jersey offers a full spectrum of fund regulation, from rigorous regulation of publicly offered Retail Funds through to unregulated regimes, with regulated but 'fast-track' expert investor and listed fund regimes in between.
  • In the same time zone as London, Jersey has a sophisticated, innovative and mature finance industry, with 25% of the workforce in law, accountancy (including the 'Big Four'), banking, investment and fund administration.
  • Jersey fields experienced directors for local funds and management entities to ensure that management and control (and hence real 'substance') is demonstrable.
  • Jersey is economically and politically stable, with financial reserves and no government debt.
  • Jersey recognises the importance of strong political, regulatory and trade links with India. A Tax Information Exchange Agreement between Jersey and India will be signed shortly.
  • Jersey is in the top division of global compliance as assessed by the IMF, OECD, IOSCO and the Financial Action Task Force.

Indian fund structuring

Many Indian Real Estate, Infrastructure and Private Equity Funds have been established using Jersey feeder structures.

The Jersey Feeder Fund, which is a preferred vehicle for international investors, invests in India via a master fund structure established in a jurisdiction with a double tax treaty with India, such as Singapore or Mauritius, to assist the efficient extraction of income and capital for investors and avoiding punitive double taxation. Each Jersey Feeder Fund is managed and administered in Jersey, with investment advice and recommendations received from local Indian experts. The funds are audited in Jersey (generally by one of the 'Big Four' accountancy firms) and have proved particularly popular in the region.

Jersey funds investing in India include:

  • India Optima Fund The India Optima Fund is promoted by ICICI Bank and uses a Jersey Feeder Fund (India Opportunities Fund Limited) to introduce a wider pool of international investors. It offers exposure to a range of Indian equity opportunities, including small-medium cap companies.
  • Tara India Fund III, LLC Promoted by IL&FS Investment Managers Limited and using a Jersey Feeder Fund (Tara Feeder Fund), the Tara India Fund III, LLC is targeting US$400,000,000 of Indian private equity investment.
  • Urban Infrastructure Real Estate Fund The Urban Infrastructure Real Estate Fund uses two Jersey Feeder Funds, which feed into a Mauritian master fund, investing up to US$500,000,000 in Indian infrastructure projects.
  • 3i India Infrastructure Fund 3i Investments plc has established the 3i India Infrastructure Fund in Jersey, which has been established to invest in the rapidly growing India Infrastructure market and has commitments of US$1,194,830,000.

Platform Funds for India
By Adrian Odell, Head of Funds, Jersey, Collas Crill

Innovative Platform Funds can provide a valuable gateway for funds business between Jersey and India, facilitating both inward-bound and outward-bound investments connected to India.

The idea of commoditising funds is attractive but not new. For a long time Umbrella Funds have been established with a single investment manager providing services to a number of separate funds formed under one holding vehicle. Umbrella Funds may use largely standard form documents and the same service providers to achieve cost efficiencies for all funds on the same platform.

Going one step further, facilitating different investment managers on the same platform presents a new set of challenges. Ideally, it requires the regulation of each fund, as opposed to the Umbrella Fund structure as a whole. This demands a special legal structure that can further protect the portfolio of each fund from the potentially diverse or even opposing investment strategies of different investment fund managers on the same platform. Jersey has such a structure and is using it to establish Platform Funds which are either regulated by the Jersey Financial Services Commission or unregulated, open-ended or closed-ended and, furthermore, capable of having different investment managers. The funds may be established in a corporate form or in a limited partnership form, in either case providing appropriate ring-fencing to protect investors.

Efficiencies and flexibility

Cost and time efficiencies are achieved on a fund platform by each fund using the same standard form prospectus, with fund specific terms reflected in a short appendix. These include the investment objective, strategy and restrictions of each fund, the identity of the investment manager, as well as risks associated with the particular investment. Time periods and amounts for the various dealing dates, lock-ups, maximum and minimum initial investment and liquidity terms and so forth are also dealt with in the appendix.

The standard form documents are drafted in such a way as to provide structural flexibility for funds of varying levels of complexity. They may accommodate nearly any Alternative Investment Fund, including Private Equity, Venture Capital, Hedge Funds, Property Funds, Film Funds and Art Collection Funds.

Jersey Platform Funds pave the way to a more comprehensive and thorough set of fund documents for both alternative investment and other funds. They offer an unbeatable alternative for funds where structural integrity is paramount, consistency of documentation and low cost is highly desirable, and a credible jurisdiction is strongly advisable.

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