Guernsey Office OFFICE DESCRIPTION. PO Box 56 Regency Court Glategny Esplanade St Peter Port Guernsey GY1 1WW Channel Islands

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1 OFFICE DESCRIPTION Guernsey Office PO Box 56 Regency Court Glategny Esplanade St Peter Port Guernsey GY1 1WW Channel Islands T: +44 (0) F: +44 (0) E:

2 OVERVIEW Guernsey is one of the world s premier offshore financial centres. Its constitutional status as a selfgoverning Crown dependency gives it full fiscal and regulatory independence. Guernsey has proven itself a stable jurisdiction on which business can rely whilst remaining flexible and responsive enough to be able to evolve to meet changing requirements in the offshore world. In addition, Guernsey offers the advantage of being in the same time zone as the UK and has frequent air links to the UK, Jersey and Geneva. Guernsey has attracted a range of financial services businesses focussing on banking, investment funds, fiduciary services, insurance and asset management. As the finance industry has developed, a network of sophisticated support services has evolved. A good example of this is the establishment of the Channel Islands Securities Exchange (CISE) in In addition, Alderney has developed a world-class regime for the regulation of internet gambling and is seen by many as a leader in the field. International banking groups with head offices in Switzerland, Europe, the USA, the UK and elsewhere have established subsidiaries in Guernsey. Conducting business in Guernsey means dealing with leading international service providers as well as with independent boutique providers. Guernsey is the leading captive insurance jurisdiction in Europe. Guernsey s insurance sector comprises pure captives and commercial insurers using flexible vehicles such as protected cell companies and incorporated cell companies to write an extensive range of business and protect against risk. Guernsey is renowned internationally for its innovation and professionalism in this field. Guernsey has signed 60 Tax Information Exchange Agreements (TIEAs) to date including 23 EU countries and 16 G20 countries. On the signing of Guernsey s 50th TIEA in November 2013, Pascal Saint-Amans, the OECD Head of Global Policy, commented: Guernsey has been one of the most active jurisdictions promoting transparency in practice. The number of TIEAs signed so far seriously enchances Guernsey s reputation as a responsible and transparent financial centre, as recognised by the Global Forum peer review. Guernsey is a leading fiduciary centre with over 50 years experience in supplying trust and corporate services. It has an excellent reputation for the provision of trust and foundation services to individuals and families as well as remaining a jurisdiction of choice for corporate settlors using trusts for the administration of pension schemes and employee share plans. Overall, there are some 80 active trust companies and 150 licensed fiduciary providers in Guernsey. Guernsey is a premier location in which to conduct fund business and, in particular, alternative investments. The Island is home to a wide range of investment businesses including fund managers, custodians, administrators, investment advisors and stock brokers. It has experience in dealing with asset classes such as funds of hedge funds, private equity and property, using a wide range of investment vehicles including unit trusts, cellular companies and limited partnerships. 2

3 LEGAL SERVICES Our Guernsey practice provides our corporate, institutional and private clients a wide choice of services and jurisdictions, complementing our offshore UK offerings in Jersey and the Isle of Man. Appleby is the only firm which can offer clients exposure to the complete range of major offshore financial centres. Areas of Service: Banking & Asset Finance Corporate Finance Investment Funds Insurance Dispute Resolution Private Client & Trusts Appleby is the only firm which can offer clients exposure to the complete range of major offshore financial centres. WHY APPLEBY We have an unparalleled presence offshore. This means clients don t have to manage a large group of advisers for complex, multijurisdictional matters and projects We are an award winning team and have a track record of advising clients on the most complex and market leading deals and structures. Our relationships with leading onshore firms are unrivalled which means clients access a truly cohesive approach to their matters that has both an onshore and offshore element We have a dedicated relationship programme with our counterparts in the leading onshore firms We are the only law firm to have offices in all three Crown Dependencies We have a growing reputation both locally and internationally We offer a personal, efficient and trusted service to our clients. 3

4 REPRESENTATIVE WORK Banking & Asset Finance Blackstone Loan to Creganna Project Chalet Appleby assisted Freshfields Bruckhaus Deringer LLP on a major European mandate for Blackstone, advising the New York Stock Exchange-listed private equity group on its acquisition of a 1.8bn portfolio of cross-border loans and swaps from the National Asset Management Agency (NAMA) in Ireland. Acting as Guernsey and Isle of Man counsel to the lenders. Guernsey and Isle of Man Obligors provided security (being in the form of share charges and debentures) in relation to a first lien credit agreement (loan value US$210 million) and a second lien credit agreement (loan value US$90 million) and others to receive the loans from Royal Bank of Canada and others. Acting as Guernsey legal counsel for Lloyds Bank plc in connection with the financing of the private equity funded management buy-out of the Ogier Fiduciary Services business. Offshore law firm Ogier sold its services arm which has offices across Cayman Islands, London, Jersey, BVI and Guernsey with an enterprise value estimated to be around 180 million. Corporate Finance Advising an investment company on its complex acquisition and restructuring transaction valued at an excess of $1.47 billion. Acting as Guernsey counsel for an investment company on its group reorganisation involving over 30 entities. Advising in respect of a number of share sales and CISE listings. Investment Funds Market Tech Advising on the Guernsey law aspects of Market Tech s initial public offering and admission to AIM, including all Guernsey corporate due diligence, regulatory approvals and associated transaction management. Mansion Equity Advising Mansion Equity Investment Limited on an activist shareholder strategy in connection with its significant investment in the Mansion Student Accommodation Fund, a cell of The International Mutual Fund PCC Limited. Advising numerous private equity firms, club investors and sovereign wealth funds in relation to the structuring and establishment of or investment into infrastructure funds, energy focused funds and emerging market funds. 4

5 REPRESENTATIVE WORK Cont d Insurance Towers Watson Sanlam Group The Carlyle Group L.P Providing Guernsey law advice on the structuring, establishment and licensing of the SPV and the contractual arrangements between the SPV and the pension scheme clients using the structure to hedge longevity risk. Advising the Sanlam Group on their establishment of Sanlam Guernsey, a cell of a Guernsey protected cell company Kane PCC Limited, licensed as an insurer under the Insurance Business (Bailiwick of Guernsey) Law, 2002, as amended, in respect of a new offshore bond, the Sanlam Global Investment Plan. Acted as Guernsey counsel for The Carlyle Group LP, in relation to a 5.4 billion fund into private hire and transport provider, Addison Lee. We provided advice to Carlyle in respect of all Guernsey elements of the transaction, including corporate due diligence and various associated regulatory issues. Dispute Resolution Robert Addison Acting for the lead defendant in the Guernsey proceedings commonly known as the Arch Cru proceedings. Appleby represented Robert Addison who was a director of the fund and of the fund manager in London. The proceedings concern nine separate claims in relation to investments made by the fund. Miriam Dervan and MD Events Ltd Advising on behalf of Miriam Dervan and MD Events regarding the settling on trust of Miriam Dervan s entire shareholding and a payment by MD Events to the trust. Appleby commenced an application to set aside the transfers so that the property could be returned to Ms Dervan and MD Events. Alexander Jackson Appleby commenced a derivative claim on behalf of an investment fund (Tetragon, listed on Euronext Amsterdam) by a founder of the fund against the fund s directors alleging numerous breaches of duty, conflicts of interest and breaches of the Authorised Fund Rules. Private Client & Trusts & Contentious Trusts Advising and establishing a Foundation for an ultra-high net worth Latin American family with a very diverse portfolio of business interests across most of Latam and Europe. The Foundation documentation was very bespoke that had to meet the specific and complex multigenerational family needs. Acting for the trustees of a very high net worth family with two trusts in Guernsey in connection with complex applications to Court to vary the terms of the trusts. Advising an international trust company who are being actioned in relation to a commercial asset sold out of the trust structure (with various sub funds); including counter claims and the associated Beddoes advice. 5

6 AWARDS & RECOGNITIONS STEP Private Client Awards International Legal Team of The Year 2014/15 Ranked as one of the world s largest providers of offshore legal services by partner numbers in The Lawyer s 2013 Offshore Survey Citywealth Runner Up - City Law Firm of the Year 2015 eprivateclient - 50 Most Influential Private Client Practioners Gavin Ferguson CONTACT US Gavin Ferguson Managing Partner Local Practice Group Head Private Client & Trusts +44 (0) gferguson@applebyglobal.com Jeremy Berchem Group Partner Corporate +44 (0) jberchem@applebyglobal.com Kate Storey Partner Corporate +44 (0) kstorey@applebyglobal.com Anthony Williams Partner Dispute Resolution +44 (0) awilliams@applebyglobal.com 6

7 ABOUT APPLEBY Appleby is one of the world s leading offshore law firms. The Group has offices in the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius, and Seychelles, as well as a presence in the international financial centres of Hong Kong and Shanghai. Appleby has been ranked as one of the world s largest providers of offshore legal services in The Lawyer s 2016 Offshore Survey. With over 470 people, including lawyers and professional specialists, across the Group, Appleby delivers sophisticated, specialised services, primarily in the areas of Corporate, Dispute Resolution, Private Client and Trusts, Regulatory and Property. The Group advises public and private companies, financial institutions, and high net worth individuals, working with these clients and their advisers to achieve practical solutions, whether in a single location or across multiple jurisdictions. applebyglobal.com Appleby Global Group Services Limited OD4