to renewables than meets the eye - Channel Islands Stock Exchange

the worLd 

IN 2050 

(Page 06) 

CLeaN 

teCh 

(Page 14) 

INSuraNCe- 

LINKed SeCurItIeS 

doMICLe (Page 20) 

CISX MeMBer 

StruCture 

updateS (Page 36) 

Bulletin Board 

Published by the Channel Islands Stock Exchange www.cisx.com 

More to renewables 

than meets the eye 

Issue 21 Spring 2012

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Contents ISSue 21 SprING 2012 

INVeStor INSIGhtS 

02 ........ A Case for Private Equity & Venture Capital 

04........ Corporate Business 2012 

eCoNIMIC outLooK 

06 ....... The World in 2050 

08 ....... Economic Insight in 2050 

SpeCIaL Feature - 

FoCuS oN reNewaBLeS 

10 ........ The Question of Timberland Investing 

14 ........ Guernsey: Home from Home for Cleantech Investment 

16 ........ From Crisis to Sustainability Adding Values to Investment 

18 ........ Image Rights 

20 ....... Jersey: Ready to Go as an Insurance-Linked Securities Domicile 

taX MatterS: uK reIts 

22........ UK REITs - The Changing Landscape 

Corporate GoVerNaNCe 

24 ........ The New Code of Corporate Governance for Guernsey 

26 ....... Takeover Code 

28 ....... Codes of Practice for Certified Funds 

33 ........ 

City Perspective 

CISX hoMe paGe 

35 ........ CISX Business Update 

36........ CISX Membership Structure Has Been Updated 

36........ Specialist Debt Securities Listing Initiative 

37 ........ CISX Sponsors Promising Young Sailor - Update 

37 ........ New Members Profiles 

MeMBerS dIreCtory 

Corporate Business 2012 

04 

the Question of timberland Investing 

10 

Guernsey Leads the way 

18 

Jersey: ready to Go 

20

02 BULLETIN BOARD ISSUE 21 SPRING 2012 

a Case for 

private equity 

& Venture Capital 

INVESTOR INSIGHTS 

“ 

By creating value in the companies in which it invests, private 

equity is playing a vital role in the real economy. 

MARk FLORMAN Chief exeCutive, British Private equity & venture CaPital assoCiation 

access to finance 

is one of the biggest 

issues facing small 

and medium-sized 

businesses at the 

present time. 

with bank lending expensive and 

difficult to come by, combined 

with anxieties over the macroeconomic 

environment, many companies 

are finding it difficult to get the funding 

they so desperately need to grow. 

From an investment point of view this 

is understandable, and whilst there are 

certain areas of concern – specifically 

the ongoing problems in the eurozone 

and increased regulation – these should 

not cloud the reality that low company 

valuations, fragmented market sectors 

and the planned asset sales of banks 

and governments across the continent 

all make Europe a very attractive place 

to invest. 

Whilst there may be challenges, there are 

opportunities too, and I am supremely 

confident that private equity and venture 

capital will thrive in the event of difficult 

times ahead. There are countless highgrowth, 

high potential companies in 

fragmented market sectors. It is home to 

more than 800m people and 20m small 

and medium-sized businesses. The EU 

produces more science and technology 

graduates than either the United States or 

” 

Japan, resulting in world-class technology, 

cutting-edge innovation and serial 

entrepreneurs who are building marketleading 

companies to take on 

the world. 

With debt, rightly or wrongly, being seen 

as a four letter word and the stubborn 

resistance of banks to lend, especially 

to SMEs, there is a huge demand for 

equity financing. Governments support 

it. Companies need it. And this presents 

a massive opportunity for private equity 

and venture capital. Where the more 

traditional areas of funding have been 

exhausted, private equity can fill the gap. 

Currently, private equity funds managed 

in the UK back around 4,700 companies, 

employing around 1.6m people on a fulltime 

equivalent basis across the world. Of 

these, around 810,000 are employed in 

the UK. In 2010 alone, UK funds invested 

£20.4bn globally, up from £12.6bn in 

2009, backing almost 1,000 companies. 

Many of these companies are household 

names, the likes of the AA, Boots and 

Pizza Express, but even more are the 

SMEs which form the backbone of the

British economy yet are sometimes 

overlooked by the media. In 2010, 85% 

of UK companies that received private 

equity investment were small or mediumsized 

businesses. One such business is 

Hobbycraft, which despite only being 

acquired by private equity in April that 

year has already gone on to do great 

things. UK mid-market house Bridgepoint 

bought the arts and craft retailer on the 

basis of its leading position in a specialist 

market, one which is estimated to be 

worth £2bn in the UK. With private equity 

backing, the company has been able to 

expand its expansion plans and use the 

retail sector knowledge that Bridgepoint 

has to enable the company to grow and 

prosper. The business recently announced 

its end of year profits to February 2011, 

recording sales of £95.21m, up from 

£84.38m the year before, and over the 

past 12 to 18 months it has opened four 

new stores. 

Or take Crown Paints, the second biggest 

paint business in Britain. In 2008, Crown 

Paints was bought by Endless Private 

Equity. At that time the business was 

losing money and there was no other 

buyer. If the company had failed to find 

new investment, 1,300 jobs would have 

been lost in Darwen, Lancashire, a place 

where such a loss would have been sorely 

felt. In just a few short years, Endless 

turned the business around. There was 

a £35m improvement in profitability 

and market share grew from 16% to 

19%. There was a £10m plus investment 

programme in factory upgrades and IT 

systems, accompanied by extra investment 

in key brands. Exports grew by 40% and 

its UK and Irish store network expanded 

to 135 outlets. In June 2011, Endless 

successfully sold the business to Hempel, 

a world-leading paint manufacturer based 

in Denmark. 


>800m 20m 4,700 1.6m 810,000 £20.4bn 1,000 £12.6bn 85% 

the amount of people the 

market sectors are home to. 

Small and medium-sized businesses 

the market sectors are home to. 

Companies currently backed by private 

equity funds managed in the uK. 

people employed around the world by 

private equity funds managed in the 

uK on a full-time equivalent basis. 

people out of 1.6m are 

employed in the uK. 

the amount of uK funds that 

were invested globally in 2010. 

“Currently, private 

equity funds managed 

in the uK back around 

4,700 companies, 

employing around 1.6 

million people on a 

full-time equivalent 

basis across the world.” 

Companies backed in 2009 by private 

equity funds managed in the uK. 

the amount of uK funds that 

were invested globally in 2009. 

% 

of companies in the uK that received 

private equity investment were small 

or medium-sized businesses. 

These are just two examples, It has 

been? demonstrated time and again 

that private equity and venture capitalbacked 

companies grow faster than 

other types of companies by providing 

not only capital but also experienced, 

hands-on input from private equity 

executives which sets it apart from other 

forms of ownership. The positive effect of 

private equity ownership was especially 

evident during the recession. According 

to academic research published in March 

2011 by the Centre for Management 

Buy-Outs at Nottingham University and 

the Credit Management Research Centre 

at Leeds University, private equity-backed 

companies demonstrated a stronger 

financial performance than both listed and 

other private companies both before and 

during the recession in 2008 and 2009. 

In fact, they actually produced higher 

profits and stronger turnover during the 

downturn than before it. 

By creating value in the companies in 

which it invests, private equity is playing a 

vital role in the real economy by building 

better, more sustainable business, creating 

jobs and delivering genuine growth both 

here in the UK and across the world.


New regulations and agreements 

in Jersey support drive for more 

corporate business in 2012 

In recent years, we have experienced a number of Chinese, russian 

and Indian companies utilising Jersey’s professional service providers 

as a route to list on exchanges within the european time zone. 

GEOFF COOk Chief exeCutive, Jersey finanCe 

Jersey continues to modify and enhance 

its regulatory regime and introduce tax 

agreements with other jurisdictions as 

part of its widening scope to secure more 

business from international markets. 

Alongside these developments, listings 

work, both the use of Jersey incorporated 

companies in support of investors listing 

on international exchanges and the listing 

of investment funds and specialist debt 

securities, has been an increasing aspect 

of the corporate work and will be a focus 

for future growth. 

The most recent regulatory change has 

been the enhancement to Jersey’s funds 

regime through the introduction of the 

Private Placement Fund to widen the 

choice available to investors. 

Private Placement Funds are closed-ended 

funds available to a limited number of 

sophisticated institutional or professional 

INVESTOR INSIGHTS 

“ 

investors. Similar in scope to the existing 

COBO (Control of Borrowing Order) 

private funds, the new fund offering is 

designed for ‘fast track’ approval, usually 

within three business days. 

Private Placement Funds will sit within the 

COBO framework and complement the 

existing Expert Fund regime, which also 

provides a streamlined approval process 

and has helped position Jersey as a leading 

European centre for alternative funds 

business. Even in these testing economic 

conditions, Jersey has seen increasing levels 

of business in the alternative funds sector 

during 2011 and our latest figures show 

10.5% year-on-year growth in the net asset 

value of funds being administered in Jersey. 

With Jersey’s funds industry already well 

positioned to secure alternative funds 

business and with signs of further growth 

evident, it is an appropriate time to offer 

an even wider choice of sophisticated fund 

” 

vehicle to meet international demand. 

The introduction of the Private Placement 

Fund scheme demonstrates that Jersey is 

determined to not only remain competitive 

in the funds arena but will also continue 

to provide innovative solutions within its 

range of fund services. 

It took only a few weeks from the 

introduction of the regulations for the first 

fund to be launched, with law firm Bedell 

Cristin acting for the promoter; a leading 

real estate fund manager. More such funds 

are in the pipeline. 

Jersey’s funds industry has been working 

closely with the authorities to ensure 

that it stays on track to meet the criteria 

necessary for the funds industry to 

continue to participate when the new 

EU regime for funds, the Alternative 

Investment Fund Managers Directive 

(AIFMD) is implemented. Toward the 

end of 2011, the European Securities

and Markets Authority published its final 

report, which should form the basis for 

the implementation of the directive, and 

we have concluded that, while there is 

considerable work to do, there is nothing 

in the final recommendations that give us 

cause for concern. It remains our intention 

to offer investors an ‘opt in’ AIFMDcompliant 

regime while retaining flexibility 

for managers whose primary source of 

institutional capital is outside 

of Europe. 

Jurisdictions must also continue to reach 

agreement with each other over taxation 

matters and the exchange of information in 

order to comply with the increasing global 

pressures to stamp out illegal activities such 

as tax evasion and money laundering. 

For locations such as Jersey, which is 

seeking to build business in the swiftly 

expanding markets such as the Gulf and 

Greater China, an increasing presence 

in these markets has to go hand-inhand 

with contact at a government and 

regulatory level. The Industry therefore 

welcomed the signing of a Double 

Taxation Agreement (DTA) between Jersey 

and Hong Kong as another key step in 

growing business with Greater China. 

As well as strengthening the ability to 

exchange requested tax information with 

Hong Kong, the agreement is expected 

to bring significant commercial benefits 

to Jersey’s finance industry, resolving 

issues relating to potential double 

taxation of both corporate and personal 

incomes, such as business profits, 

dividends, interest, royalties, income from 

employment and pensions. 

To date, the Jersey authorities have signed 

Tax Information Exchange Agreements 

or double taxation agreements with 

14 countries in the G20 and 13 EU 

member states, and there are many more 

in the pipeline. 

“It took only a few 

weeks from the 

introduction of the 

regulations for the 

first fund to be 

launched...” 

Jersey maintains a tax neutral environment 

for clients and this year adjusted its zero 

ten tax regime so that it is fully in line 

with the requirements of the EU’s Code 

of Conduct on business taxation, a move 

which has been approved by the EU’s 

Code of Conduct Group, resulting in 

increasing certainty that Jersey’s simple 

and easy to understand tax regime for 

international clients will be maintained 

for the long term. We believe the Code 

Group’s decision will give finance firms 

even greater confidence in Jersey as a 

solid, robust and attractive centre in 

which to do business. 

In recent years, we have experienced a 

number of Chinese, Russian and Indian 

companies utilising Jersey’s professional 

service providers as a route to list on 

exchanges within the European time 

zone. There is also an increasing trend 

for commodity companies to look to 

Jersey’s favourable regulatory and fiscal 

environment, when seeking to list on 


global exchanges. Worldwide, more than 

90 Jersey companies are listed on stock 

exchanges globally with a combined 

market capitalisation of more than 

£135 billion. 

The Channel Islands Stock Exchange is also 

a significant element of Jersey’s corporate 

business activity. For instance, in 2011, 88 

of the new debt listings on the Exchange 

originated from Jersey. 

Jersey-based Members reported that 

in 2011 issuers ranged from major UK 

corporates through to mining and oil 

exploration companies seeking a listing 

to satisfy investment requirements. There 

was also a surge of interest from private 

equity and other investors in the context 

of acquisition structures. 

Jersey has many attractive features for the 

corporate investor considering a listing, not 

least is the strength and depth of the legal 

and financial services providers in Jersey, 

coupled with the fact that Jersey is in the 

same time zone as the UK, thus catching 

markets traders in both New York and 

Hong Kong during their working day. All 

these factors point to further growth in 

listings work in 2012. 

In addition, with many Jersey practitioners 

also maintaining a close working 

relationship with the Market Authority of 

the CISX and with Jersey Finance placing 

a focus on corporate activity this year 

to reflect the sustained growth of such 

activity amongst many of its members, 

there is considerable scope to expand the 

amount of listing of investment funds and 

debt securities on the CISX.


the worLd IN 

2050 

For the next few months, there’s 

no doubt that the eurozone crisis 

will continue to dominate the 

news. Once the drama has finally played 

out, the curtain has fallen and the main 

players have returned to their dressing 

rooms, it’s possible that Europe will look 

different to how it did before the whole 

‘performance’ began. Some might argue 

that change is par for the course, after 

all, as history shows, things rarely stay 

the same for long – alliances are formed 

and they are broken, countries rise while 

others fall, economically speaking. 

And besides, while the current situation 

may well go down in history as a rather 

dark time for Europe (depending on the 

outcome), there is another story that 

has a far more dramatic tale to tell. It 

involves the seismic shift in the global 

economy that will see so-called emerging 

economies rising through the ranks to be 

world leaders. 

We are now entering a world where 

global growth will be powered by 

emerging economies, rather than being 

hindered by them. And by 2050, we 

anticipate that 19 of the 30 largest 

economies will be from the emerging 

world. What’s more, the collective size 

of the economies we currently deem 

‘emerging’ will have increased five-fold 

and be larger than the developed world. 

In reaching this conclusion, we considered 

a number of fundamental drivers of 

economic growth – the current level of 

ECONOMIC UpDATE 

“ 

emerging world growth will contribute twice 

as much as the developed world to global growth. 

kAREN WARD senior GloBal eConoMist, hsBC 

development, the potential for emerging 

countries to match more developed ones, 

the quality of economic governance, and 

human capital. 

DRIVING FORWARD 

Human capital may sound rather cold, but 

it is especially important when considering 

long-term growth projections. It’s a 

lot easier to grow when your working 

population is growing. Ageing populations, 

which are more of a problem in the 

developed world – Europe specifically – 

are a distinct drag on economic growth. 

By far the best region, in terms of 

available workers, is Latin America due 

to its reasonably high rate of fertility. 

Saudi Arabia, Egypt, Malaysia, India and 

Indonesia are also likely to see strong 

growth for the same reason. 

However, it’s not just about the size of 

the population, productivity is also really 

important. This means the suitability 

and robustness of education and health 

services are critical. Education in the 

Asian economies in particular has made 

spectacular progress, and in many cases 

the average level of education has entirely 

caught up with the West. 

Still, having a large and willing workforce 

isn’t enough to guarantee growth either. 

Promoting investment also requires sound 

economic governance. Monetary stability, 

the level of democracy, the rule of law and 

level of government interference are just 

as important. In recent decades, there has 

” 

been considerable progress in emerging 

economies in this field, with many, such as 

China, turning from inward to outwardfocused 

policies. Others, like Latin America, 

have stamped out the inflation that 

plagued their development in the past. 

What is also important is how ‘developed’ 

a country currently is. If a low-income 

economy has the right economic 

infrastructure, growth will be amplified in 

the short-term as additional investment 

produces high returns. 

THE RISERS... 

Using this model, we can see that Asian 

countries, excluding Japan, perform well. 

Economies such as China and Malaysia 

have good foundations in all categories, 

while India, Indonesia and Thailand are 

improving and their growth rates will 

accelerate over the next 40 years. 

Latin America, helped by a growing 

demographic, produces good growth 

rates, with Colombia looking set to deliver 

the fastest growth in the region. Mexico 

and Venezuela will also make substantial 

progress up the global league table, while 

Brazil’s relatively low projected growth 

rate may be outweighed by its natural 

resources. 

Russia is projected to continue its rapid 

expansion, but it scores fewer points 

for monetary stability and has a less 

supportive demographic outlook than 

some of its Asian rivals, which limits

its relative performance. Turkey and 

Egypt each look set for a better run. In 

essence, it will come as no surprise that 

the emerging countries best placed in the 

2050 ‘league table’ are China and India. 

...AND THE FALLERS? 

So what does this all mean for the 

developed countries? The US and UK, 

with better demographic outlooks, will 

be relatively successful at maintaining 

their positions. The US particularly will 

remain a dominant force at international 

policy meetings. By contrast, welldeveloped 

economies in Europe with 

small populations will find themselves 

slipping rapidly down the league table, or 

disappearing from the Top 30 altogether. 

Sweden, Austria, Norway and Denmark 

will all fall out of the list by 2050. These 

countries may therefore have less of a say 

in global policy. 

As competition builds for the world’s 

scarcest resources, this may become an 

issue. It also adds a whole new dimension 

to the current eurozone crisis, providing a 

significant incentive to European countries 

to work through their current difficulties. 

Of course, this isn’t the end of the story; 

by 2050 the seismic shift in the global 

economy will have really only just begun. 

This is underpinned by the fact that 

despite a seven-fold increase, income 

per capita in China will still be only 32% 

of that in the US and scope for further 

growth will be substantial. 

So how do businesses in the offshore 

jurisdictions best manage the shift that is 

taking place? First, they can captialise on 

the burgeoning growth in all emerging 

markets through their robust regulatory 

infrastructure and growing desire to link 


*except Guernsey, estimate based on 2005 

source: Cia - the World factbook 

with new economies. The governments 

of Jersey and Guernsey and their financial 

service promotional bodies, bankers, fund 

managers and lawyers have already begun 

the journey of cultivating contacts within 

key growth regions with this already 

seeming to pay off. 

Jersey and Guernsey have each signed up 

to Tax Information Exchange Agreements 

(TIEAs) with 15 countries and are 

negotiating agreements with India, China, 

Japan, Korea and Indonesia, which will 

also support new investor confidence in 

trading with the islands. 

The world is changing dramatically; 

there will be winners and losers in the 

global economy over the next 40 years. 

The Channel Islands, however, remain 

in a strong and competitive position to 

capitalise on the fallout.


eCoNoMIC 

2050 

INSIGht IN 

what might the uK economy look like over the next few decades? 

Considering the scale of economists’ 

forecast errors over the space of 

the past five years alone – i.e. since 

the onset of the credit crisis – attempting 

to predict so far ahead may look like a 

bold call. But there are a number of issues 

we can draw attention to. 

First, taking a look at the Great 

Moderation – the 15-year period of low 

inflation and strong growth that preceded 

the credit crisis – can potentially tell us 

something about the future. During that 

time UK inflation averaged its current 2% 

target, but this headline figure concealed 

a prolonged period of falling goods 

prices on the one hand offset by sharply 

rising service prices on the other. Goods 

deflation largely owed its existence to 

CpI Inflation % yoy 

Core GoodS 

SerVICeS 

oVeraLL CpI 

ECONOMIC UpDATE 

globalisation – something that domestic 

monetary policy couldn’t really influence. 

So, with goods prices falling, the only way 

the Bank of England could achieve the 

overall inflation target was to run loose 

monetary policy to push service prices – 

something they could affect – up faster. 

Goods prices are now rising, partly due to 

a weaker exchange rate but also because 

the benefits of globalisation have already 

been exploited (there is a limit to how 

much we can import from lower-cost 

developing economies). Given these 

less favourable tailwinds from abroad, 

goods price inflation may remain positive, 

particularly if emerging economies 

themselves become more consumerdriven. 

Eventually, the only way to achieve 

the inflation target will be to engineer a 

fall in services inflation. In other words, 

while we were able to achieve the 

inflation target with low interest rates 

and strong domestic growth in the past 

thanks to globalisation, we may well 

require a worse trade-off (tighter policy 

and slower growth) to do so in the future. 

Of course, it may take some time for 

interest rates to move back to their 

‘equilibrium’, ‘normal’ or ‘neutral’ levels. 

But what rate might we describe as being 

normal? A rough and ready method of 

evaluating equilibrium interest rates is 

that they should be broadly equal to the 

rate of growth of real GDP plus inflation. 

The argument is one of arbitrage: were 

interest rates to be any higher there would

“ 

Goods deflation largely owed its existence to globalisation – 

something that domestic monetary policy couldn’t really influence. 

GEORGE BUCkLEy Chief uK eConoMist, DeutsChe BanK 

be no incentive to borrow to invest in a 

‘basket of GDP’; any lower and everyone 

would do it. Based on almost 200 years of 

data, real GDP growth has averaged 2% 

per year, well below the 3.2% average in 

the fifteen years up to the credit crisis. If 

inflation were to settle around the 2-2.5% 

mark then neutral official interest rates 

could be around 4.5%. 

Of course, interest rates will fluctuate 

around their neutral level depending 

on the point at which we are in the 

economic cycle. We can think of the 

Great Moderation as one huge supercycle: 

one in which interest rates were 

progressively lowered and fiscal support 

gradually increased to levels at which it is 

now difficult for either monetary or fiscal 

policy to offset any future detrimental 

shocks. In the near-term, therefore, until 

interest rates and government spending 

have normalised, the ability of the 

authorities to deal with downturns will be 

impaired, raising the risk of more minicycles 

and thereby periods of recession. 

Some have even argued that as the 

environment adjusts to global warming, 

developed economies are heading for 

their equivalent of an ice age – the 

bottom of a long-run (50-year plus) cycle 

known as a ‘Kondratiev-wave’. 

As we argued at the beginning of this 

article, it is difficult to make such longrun 

conjectures about what the cycle, or 

underlying position for that matter, may 

look like decades into the future. One 

thing that is more certain, however, is 

the demographic position. Populations 

are ageing, and this is as true for the UK 

as it is elsewhere. The dependency ratio 

– the number of people who are not of 

working age expressed as a proportion of 

those eligible to work – is expected to rise 

sharply by around 20 percentage points 

within the next 50 years, according to 

figures from the United Nations. 

This will pose acute problems for the 

public finances, particularly if the trend 

rate of economic growth turns out to 

be substantially lower than it was in the 

run up to the credit crisis (the two are, 

of course, inextricably linked). In a report 

published last summer, the Office for 

” 

Budget Responsibility argued that even 

with the government’s tough austerity 

programme over the coming years, the 

combination of rising health, pension and 

social spending (all age-related) could lead 

to net debt rising from 60-70% of GDP 

over the next decade to over 100% in 

50 years’ time. Add in unfunded pension 

payments, off balance sheet items and 

other contingent liabilities and debt could 

easily be double that figure. 

There are clearly huge challenges ahead, 

ranging from weaker economic growth, 

monetary and fiscal policy on the ropes, 

and long-run debt sustainability. However, 

talk of allowing a higher rate of inflation 

in order to ‘inflate away’ both household 

and government debt is misplaced, in our 

view. As we have learned from economic 

theory, in the long-run this will serve only 

to embed higher inflation expectations 

with no positive impact on economic 

growth or employment. The IMF may 

well be right in forecasting growth in 

developed economies falling even shorter 

of emerging economies than it has in 

the past. 

IMF estimates of economic 

growth, average % yoy 

25 yearS to the CredIt CrISIS 

NeXt 5 yearS 

09 BULLETIN BOARD ISSUE 21 SPRING 2012


SpECIAL FEATURE 

the 

QueStIoN oF 

tIMBerLaNd 

INVeStING

“ 

where CalperS led, others followed, and over time, 

billions of dollars were invested in uS-based timberland. 

LIANE LUkE ManaGinG DireCtor, tiMBer GrouP at fourWinDs CaPital ManaGeMent 


over the past 30 years, some of the largest and most successful institutions, like 

the harvard and yale university endowments, have invested billions of dollars in 

timberland investments. the attributes that attracted them sometimes attract private 

investors as well. the following are the questions, hopefully answered, that most 

investors new to timberland ask. 

”


the QueStIoN oF 

tIMBerLaNd INVeStING 

HOW DID FORESTS bEcOmE 

AN ASSET cLASS? 

In the mid-1980s the California Personnel 

Employee Retirement System (CalPERS) 

bought a commercial forest from a forest 

products company, and an asset class 

was born. The business model is simple: 

the institutionally owned timberland is 

professionally managed, and the forest 

product company buys back the fibre it 

needs through supply agreements and the 

open market. Where CalPERS led, others 

followed, and over time, billions of dollars 

were invested in US-based timberland. 

WHAT AbOuT THE 

ENVIRONmENT? 

Most professionally managed forests 

comply with external certification 

standards, like the Forest Stewardship 

Council (FSC), which articulate standards 


to which the land is managed. FSC also 

requires fair treatment of workers and 

investment into the communities where 

the forests are located. Many commercial 

forests are plantations and this can 

relieve pressure on natural forests and 

habitats, which then may be reserved for 

preservation or recreation. 

HOW DOES ONE INVEST 

IN TImbERLAND? 

Investors typically invest in some version 

of a commingled fund. The fund can 

be private, like a private limited liability 

company or partnership, or public, as with 

a publicly traded real estate investment 

trust or investment company. Very large 

investors might choose to own 100% 

of the asset, but that is too capital 

intensive for most. Public and private 

investment vehicles each have their own 

advantages and disadvantages. A publicly 

listed vehicle will typically provide more 

liquidity than a private vehicle, and the 

shareholders can sell their shares and 

rebalance their portfolios at their own 

discretion. On the other hand, a private 

vehicle will typically not co-vary with the 

public markets. Private vehicles typically 

have a planned liquidation event after 

10-15 years. The price of entry in a public 

vehicle is the share price, while the price 

of entry for a private vehicle is usually set 

by the manager of the partnership. 

HOW mucH IS INVESTED 

IN TImbERLAND NOW? 

It’s difficult to estimate exactly since 

many of the investments are private, 

but consultants in the industry estimated 

investment in US timberland at about 

US$25 billion as of December 2010, 

with another US$10 billion outside 

the US (again, as of December 2010).

WHAT IS THE OppORTuNITy 

FOR INVESTORS NOW? 

Because historically the asset class 

developed in the US, there has been 

a higher concentration of assets there 

and later in Australia and New Zealand 

(because of the shared language). 

In recent years, more investors have been 

looking to the growth markets of the 

developing economies in South America 

and Asia to realise the higher returns that 

characterised early returns in the industry. 

Investing in a geographically diversified 

portfolio also increases the likelihood of 

achieving diversification across age, class, 

species, and end markets. 

For instance, the US housing market has 

little co-variance with the vegetal charcoal 

industry in Brazil. 

why INVeSt 

IN TImbERLAND? 

Institutions add timberland to their investment 

portfolios for several reasons: 

cApITAL pRESERVATION 


Investments in timberland have held their value over time because the wood 

keeps growing regardless of what is going on in the larger markets. Bull or bear 

markets, panics or manias, the tree adds volume. If the manager doesn’t like 

the price offered in the market today, he can wait for a better price tomorrow 

(this is a simplification, but basically it’s the idea of what is called “storing on the 

stump”). Timber is a commodity that doesn’t need a rented warehouse to wait 

out down markets! 

DIVERSIFIcATION 

The value of timberland investments has historically not co-varied with the 

other investments found in a standard investment portfolio. 

cO-VARIANcE WITH INFLATION 

Because most of the products that use wood are inflation-sensitive, the 

timber tends to co-vary with inflation, so timberland offers a passive hedge 

against inflation. 

muLTIpLE END uSES 

Wood has so many retail and industrial uses that it tends to be resilient to 

down markets. Something is always “in the money” in a diversified forest. 

AND SO, IN SummARy... 

Timberland has been a good asset class for some investors. How one invests 

depends on the role it will play in the portfolio, and which structures suit the 

investor’s needs.


GuerNSey: 

home from home for 

Cleantech Investment 

“ 

...the development underpinning the use of these energy sources on 

a commercial level varies quite dramatically. these differences mean 

that the type of investment required varies, as do the investors. 

FIONA LE pOIDEVIN DePuty Chief exeCutive, Guernsey finanCe 

distinguishing features of 

Guernsey’s 50-year-old 

finance industry include 

its breadth and the ability 

to take the lead and build 

up expertise in providing 

niche products or services, 

such as captive insurance, 

private equity and 

infrastructure funds. 


Guernsey Finance has now 

established a group which is 

specifically looking at how the 

banking, insurance and in particular the 

investment funds sector can capitalise 

on the rapidly growing interest in 

clean technology (cleantech), including 

renewable energy. This comprises tidal, 

wave, solar and wind power amongst 

others, together with nascent research 

to find new sustainable technologies. 

Therefore, the development underpinning 

the use of these energy sources on a 

commercial level varies quite dramatically. 

These differences mean that the type 

of investment required varies, as do 

the investors. Advancing brand new 

technologies needs funding for research 

and development, essentially innovation, 

whereas the construction of wind farms 

requires investment into infrastructure. 

Guernsey’s advantage is that it has 

developed an investment industry with 

the critical mass and expertise of a range 

of providers who service all types of 

funds, from the vanilla right through to 

the esoteric. An example is the Guernsey 

closed-ended IPM Renewable Energy Fund 

ICC Limited and its related Solar Park Fund 

(GBP) IC Limited which is listed on the 

Channel Islands Stock Exchange (CISX) and 

aims to achieve a stable income over a fiveyear 

period. 

” 

This diversity has helped the value of 

funds business in Guernsey reach more 

than £261 billion at the end of December 

2011 – up 1.6% year-on-year. In particular, 

Guernsey remains extremely popular with 

promoters in alternative and niche asset 

classes and especially where there is a 

demand to access capital markets. 

Indeed, one of our greatest strengths is the 

ability for Guernsey structures to list not 

only on the CISX but also the London Stock 

Exchange (LSE), Euronext Amsterdam, 

the exchanges in Frankfurt, Toronto, and 

Australia, amongst others. 

Data from the CISX to the end of 

December 2011 shows that there are now 

4,333 securities approved by the Exchange. 

The figures also show that more of these 

are incorporated in Guernsey than any 

other single jurisdiction. This includes the 

closed-ended Forest Company Limited, the 

open-ended Virgen Forestry Extracts Fund 

Limited, which are both focused on socially 

and environmentally responsible timberrelated 

investments, and Phaunos Timber 

fund which is listed on both the CISX and 

the LSE. 

For cleantech funds in particular, listing 

provides access to a wider pool of capital 

than may otherwise be available. However, 

investor demand for returns tends to 

dictate that most cleantech listings relate

to the more mature technologies where 

the investment is in infrastructure projects. 

For example, the Guernsey-incorporated, 

Mytrah Energy Limited (formerly Caparo 

Energy Limited) is an independent power 

producer focused on building large scale 

wind farms in India, where the intention is 

that it will own (and operate) a portfolio 

of wind farms with a target total installed 

capacity of 5,000 MW by the year 2017. 

“...what we can see 

is that Guernsey is 

already home to a 

significant number of 

cleantech structures 

focused on a wide 

range of technologies...” 

Indeed, what we are now seeing is that 

the rapid development of the emerging 

markets is pushing up demand for 

energy. Therefore, these centres are 

increasingly being seen as markets for the 

location of cleantech infrastructure and 

the consumption of renewable energy. 

Another example is Crescent Capital, the 

Turkish-based fund manager focused on 

clean energy and infrastructure, which 

has launched a Guernsey closed-ended 

fund. The Clean Energy Transition Fund, 

L.P. (CETF), which aims to raise a target 

amount of €200m by the end of 2012, 

has already attracted a total of €100m 

commitments from investors. 

This convergence is of extreme interest 

to us in Guernsey where we are focusing 

on both renewable energy and emerging 

markets. Indeed, Guernsey has received 

approval for its domiciled companies to 

list on the Hong Kong Stock Exchange 


(HKEx), which means that our entities can 

be used as vehicles for accessing capital 

markets in both the West and East. This is 

a particularly significant step in helping us 

to diversify our business base by attracting 

new flows from the ‘emerging’ markets 

such as China, India and Russia. 

In conclusion, what we can see is that 

Guernsey is already home to a significant 

number of cleantech structures focused 

on a wide range of technologies across a 

variety of geographical regions. The Island 

has experience and expertise in servicing 

vehicles investing in the widest range of 

asset classes, but Guernsey entities can 

also access capital markets by listing on 

stock exchanges right across the globe, 

and of course closer to home, on the CISX. 

THIS IS A mESSAGE WE ARE 

NOW TAkING TO THE WIDER 

WORLD.


FroM 

CrISIS to 

SuStaINaBILIty 

addING VaLueS to 

INVeStMeNt 

there’s that word, sustainable; frequently misunderstood 

and associated with ‘hippies’ or hair shirt green activists. 

the topic evokes a range of reactions 

from the unenlightened; confusion, 

detachment, feigned sympathy or 

something that would be nice to have 

but is not affordable in these times of 

austerity. Endless rounds of conferences 

in exotic locations feed ammunition to a 

sceptical press who rightly highlight the 

lack of progress or resolution on climate 

change issues, especially when major 

polluters abstain from action. The object 

of this article is to explain what the term 

sustainability means and shed light on the 

issues relating to financial services in the 

Channel Islands; and how the concept 

may be adapted to rebrand them. 

the BeSt ILLuStratIoN oF the 

terM ‘SuStaINaBILIty’ CoMeS 

FroM poSING three QueStIoNS: 

Is it possible for human consumption 

1 of renewable resources (food and 

forestry) to exceed the rate at which 

they are renewed or replenished? 

Is it possible for the use of non- 

2 renewable resources (fossil fuels) to 

exceed the rate at which alternative 

energy sources are developed? 

Is it possible for the rate of waste 

3 emissions by humans to exceed the 

rate at which they may be assimilated 

by the environment? 


The honest and adequately read person 

will answer ‘No’ to questions 1 and 3, 

while the entrepreneur will be out of the 

room looking for opportunities stemming 

from question 2, which he hopes you 

will invest in. It is these concerns over 

the ability of our ecosystem to support 

exponential economic and population 

growth that have inspired governments, 

multinationals, lobby groups and nongovernmental 

organisations to develop 

a holistic agenda. It takes account of 

the physical constraints of a finite planet 

by balancing environmental, social and 

economic goals. This agenda is called 

sustainable development. 

SO HOW DOES THIS AppLy TO 

THE cHANNEL ISLANDS? 

In a report produced by the Corporation 

of London for the World Summit on 

Sustainable Development, it stated ‘the 

biggest impact of banks, investors and 

insurers on sustainable development is 

not their own environmental footprint 

but their pivotal role in allocating financial 

capital between different economic 

activities’. In other words, it is not the 

institution’s in-house policy on preventing 

waste, reducing energy consumption or 

recycling, but their tendency to finance 

non-productive or even detrimental 

sectors that appear profitable but can be 

environmentally and socially destructive. 

The CISX lists a broad spread of 

companies and funds, all of which require 

sponsors, legal advice, administrative 

and custodial services. The investments 

cover many industries over different 

geographical locations including 

engineering, construction, manufacturing, 

property, even poultry breeding and 

supply. Guernsey is also proving a popular 

jurisdiction for asset classes which deal 

specifically in clean technologies for 

renewable energy and energy efficiency. 

The legal, administrative, fiduciary and 

auditing requirements of these locally 

registered companies and listed funds link 

us directly to mining companies, wind 

farms, forestry companies and of course 

the prize turkey breeder. This is why the 

term ‘sustainable’ and its application to 

finance is relevant to Guernsey and how 

we do business. 

TOOLING up FOR 

SuSTAINAbILITy 

To familiarise readers with the barrage of 

acronyms related to this topic, I will briefly 

mention some of the more common ones. 

A rising number of companies that make 

up the vast range of locally listed entities 

recognise sustainability as a management 

imperative and include environmental and 

social governance (ESG) as part of core 

business strategy. Through such measures 

as protection of the environment,

“ 

while many hard core capitalists and hedge funds care little for 

supposedly ‘soft’ topics such as eSG, their clients are beginning to 

adopt a different stance. 

DEIRDRE DUDLEy-OWEN researCher anD DeveloPer 

incorporating ethical practices, providing 

timely disclosure of information on 

products and services and engaging in 

human resource management, companies 

are striving to become better corporate 

citizens. Many report on their progress 

using the Global Reporting Initiative 

Sustainability Reporting Framework (GRI). 

As well as offering guiding principles 

for reporting, the GRI is structured to 

enable stakeholders to understand the 

information disclosed. Other voluntary 

initiatives such as the Principles for 

Responsible Investment (PRI), The Equator 

Principles, the UN Global Compact and 

the Carbon Disclosure Project (CDP) are 

all gaining momentum. 

While many hard core capitalists and 

hedge funds care little for supposedly 

‘soft’ topics such as ESG, their clients are 

beginning to adopt a different stance. 

Sovereign Wealth Funds, pension funds 

and analysts are increasingly aware of 

the materiality and interplay between 

the issues of climate change, commodity 

supplies, human rights and corruption 

and are evaluating companies on their 

ESG performance as a qualitative and 

quantitative screen of fundamental 

investment analysis. While making money 

will always be the priority for investors, 

how this money is made is starting 

to matter. The knowledge gained 

through measuring and reporting on 

” 

environmental and social issues improves 

transparency and accountability; the lack 

of which contributed greatly to recent 

events in financial markets and their 

continuing repercussions. These same 

words ‘transparency and accountability’ 

were used to answer my question to 

the final panel at the CISX conference 

in 2011 “what values will companies 

need to adopt and implement in order 

to restore trust and confidence in our 

financial system?” 

Leaving aside the issues of accountability, 

transparency and ESG aspects, there is 

a critical focus on offshore jurisdictions 

with regard to corporate and personal 

tax avoidance. In spite of offering top 

quality services in a highly regulated 

environment, with multitudes of Tax 

Information Exchange Agreements 

in place, an irrational witch-hunt is 

underway. We will increasingly be 

targeted by large countries looking 

to bully small jurisdictions for political 

popularity at home. The biggest scalp 

so far has been Switzerland which 

has been attacked by America for its 

banking secrecy. After all, it is easier 

for governments to tax and control 

the worldwide wealth of its citizens 

rather than curbing their own wasteful 

expenditure. 

DIFFERENTIATE OR DIE 


In a global economy much changed by 

events that lead up to 2008, and a public 

much better informed, it would surely be 

wise for our financial services to innovate 

and differentiate themselves in the market 

through actively engaging with and 

pursuing companies and funds which 

have specific sustainable development 

strategies. This would help improve our 

reputation and brand while fulfilling our 

fiduciary responsibilities. Now is an ideal 

time for Guernsey and Jersey to evolve 

from their current roles as centres for 

speculative and leveraged products into 

centres that offer value and sustainability. 

We would also act as an investment 

hub for sustainable technologies which 

encompass so much more than the narrow 

spectrum of alternative energy. In any 

case, as oil prices soar and mainstream 

currencies devalue, the green sector 

will likely boom for sound fundamental 

reasons. Through aligning ourselves with 

sustainable investments, we would be 

best placed to host funds and companies 

which generate long-term tangible results 

– and therefore superior investment 

returns. Such an approach better aligns 

investors’ interests with broader societal 

goals but also includes a profit motive that 

transforms ‘nice to have’ into ‘need to 

have’ investment vehicles.


IMaGe rIGhtS 

Guernsey leads the way in new 

intellectual property rights. 

all companies, whether listed on an exchange or not, will 

own or use some form of intellectual property rights (or Iprs). 

MIChaeL JordaN 

$90m 

$750m 

all figures are in us Dollars 

IMAGE RIGHTS 

totaL SaLary IN 

aCtIVe Career 

FroM SpoNSorS 

uSING hIS IMaGe 

From the formula for Coca-Cola 

protected by strict confidentiality, 

to the McDonald’s golden arches 

registered as a trade mark around the 

globe, these rights often form a large 

part of a company’s assets and may, 

through licensing or other means, provide 

an additional and important stream 

of income. Many of these IPRs will be 

familiar concepts, such as copyright, trade 

marks and patents. However, there are 

a large number of IPRs available across 

the world’s jurisdictions, and Guernsey 

is about to lead the way in developing a 

newly emerging IPR: image rights. 

An ‘image right’ can be described as a 

right intended to protect the use of an 

individual’s name, image, likeness or 

other aspect of his or her distinctiveness 

or personality. Some jurisdictions do 

recognise the existence, or potential 

existence, of such a right. For example, 

the ‘right of publicity’ in certain US 

states, which prevents the unauthorised 

commercial use of a person’s name, 

likeness, or other recognisable aspects 

of their persona. However, many do not 

specifically recognise image rights on a 

statutory basis and none allow for the 

actual registration of an image right. 

Guernsey is about to change this. 

On 30 September 2011, the States of 

Guernsey approved the drafting of a 

new law that will protect image rights 

and see the introduction of registrable 

image rights in time for London’s Olympic 

Games and the 2012/13 football transfer 

season. Celebrities, sports stars and 

other recognisable figures will be able 

to obtain a registered Guernsey image 

right protecting certain definable aspects 

(such as their name), as well as those less 

easily defined (like gestures, distinctive 

expressions, characteristics or attributes). 

Although often not protected by 

statute, or registrable in a similar way 

to a trade mark, image rights are a 

widely recognised intangible asset 

in the commercial sphere. Contracts 

dealing with the commercial exploitation 

of a person’s image are extremely 

commonplace. For example, various sports 

stars may allow their image to be used 

to promote a certain brand of shaver. 

The value of these contracts can often 

exceed a celebrity’s earnings from their 

actual trade. Michael Jordan is said to 

have earned approximately US$90 million 

in total salary during his active career as 

a player. However, he earned another 

US$750 million from sponsors for the use 

of his image. As with other IPRs, it is clear 

that an image right has the potential to 

become an enormously valuable asset.

Not only are image rights important due 

to their commercial value, but they may 

also be a useful tool for tax planning 

purposes. For example, for sports persons, 

the UK does not distinguish between 

income earned from tournament winnings 

and that from endorsement contracts. 

HMRC will look to tax a portion of a 

sports star’s worldwide income for every 

day they spend in the UK. So, if a sports 

person spends three days competing 

in the UK, unless they earn more from 

that visit than approximately 1/130th 

of their worldwide income, their trip to 

the UK could potentially cost them a 

significant amount of money. This may 

be a simplified way to look at this issue, 

but the result is very real and has led to 

stars such as Usain Bolt and Rafael Nadal 

passing up the opportunity to play in 

“ 

the UK in favour of more tax-friendly 

destinations. Although it is impossible to 

predict how this area may develop over 

the coming years, registering a Guernsey 

image right and structuring income 

through the licensing of such right could 

help to show a distinction between a 

sports person’s income arising from 

commercial endorsements and that from 

actually playing their sport. 

Needless to say, the introduction of a 

statutory image rights regime is not the 

only advantage Guernsey has to offer 

from an intellectual property management 

perspective. The island has a professional 

services industry that is second to none 

and well-equipped to hold and administer 

assets such as IPRs. The innovative 

corporate structures on offer, such as 

the protected cell and incorporated cell 

companies, allow for a wide variety of 

structuring and licensing arrangements. In 

this regard, it is worth remembering that, 

back in the ‘90s, Guernsey was the first 

jurisdiction to introduce the protected cell 

company; a concept that has now been 

recognised not only across all offshore 

jurisdictions, but in many onshore 

jurisdictions around the world. It is hoped 

that Guernsey’s image rights will enjoy the 

same level of success. 

Although the full impact of Guernsey’s 

image rights legislation is yet to be 

realised, it will no doubt create a valuable 

and exciting new IPR opportunity and 

act as an important recognition of an 

individual’s right to control their image. 

an ‘image right’ can be described as a right intended to protect the use of an 

individual’s name, image, likeness or other aspect of his or her distinctiveness 

or personality. 

” 


JASON ROMER Joint ManaGinG Partner, Collas Crill


to Go as an 

Insurance-Linked Jerseyready Securities domicile 

“ 

MARk LEWIS Partner, aPPleBy 

Jersey has a proven track record as a jurisdiction for the incorporation 

of SpVs for many structured product transactions including ILS. 

the use of insurance-linked securities 

(“ILS”) to transform insurance risks 

to the capital markets has increased 

and evolved over the last decade, and 

the trend is expected to continue. Jersey 

has a leading reputation among capital 

market investors and sponsors, and is 

well placed to take advantage of the 

growing convergence of the capital and 

reinsurance markets. 

ILS products typically include catastrophe 

bonds (“Cat bonds”), industry loss 

warranties (“ILWs”) and ‘sidecars’, with 

cat bonds being the most high profile. 

Cat bonds are risk-linked securities that 

transfer catastrophe risks to capital market 

investors. ILWs enable a purchaser to buy 

protection based on insurance industry 

losses arising from a specific event, rather 

than from the buyer’s losses. Sidecars 

are special limited purpose reinsurance 

companies which assume a portion 

of the ceding reinsurer’s underwriting 

risks (including losses and expenses) 

in exchange for a proportional share 

of the premium. ILS products typically 

cover natural catastrophes (hurricanes, 

earthquakes), life insurance (mortality and 

longevity) and man-made events (fire, 

terrorism, even lottery jackpot losses). 

The sponsors of ILS products are 

reinsurance companies, governments 

INSURANCE-LINkED 

and companies who use ILSs to transfer 

their reinsurance risks to a diverse 

group of capital market investors, which 

generally include cat funds, hedge funds, 

private equity funds, pension funds, 

banks and reinsurers. ILS products are 

used by sponsors as an alternative risk 

management solution to achieve capitalefficient 

and flexible underwriting capacity, 

finance growth and to spread the risk to 

the capital markets. ILSs have become 

a viable alternative to the traditional 

reinsurance markets. 

OppORTuNITIES FOR INVESTORS 

ILS products have created investment 

opportunities for investors to participate in 

the reinsurance industry. These products 

are attractive to investors who are looking 

to diversify their investment opportunities 

and risk exposure while attracting higher 

yields. ILS products have generally proved 

to be uncorrelated to economic risks 

(credit and interest rate risks) in the capital 

markets and tend to hold their value in 

financial downturns, such as in the recent 

credit crisis. 

The products are typically offered 

through special purpose vehicles and 

special purpose insurers (SPVs) formed 

for the sole purpose of entering into 

reinsurance contract(s) and issuing 

” 

securities (notes, bonds etc.) to investors 

to fund the reinsurance transaction. SPVs 

are generally independent, bankruptcy 

remote companies. Usually, the underlying 

risks are fully collateralised, whereby the 

capital market funds paid to the SPV 

are deposited into a restricted trust or 

collateral account for the benefit of the 

cedant. Investment earning on the trust 

funds plus on the premium paid by the 

cedant are used to periodically pay the 

bond coupon to investors. If there is no 

loss trigger event before the reinsurance 

contract matures, investors receive back 

the principal paid in addition to the 

coupon payments made over the life 

of the contract. Also, it is possible to 

collateralise the reinsurance risks of a SPV 

through the use of soft capital products, 

for example, a reinsurance contract 

with another reinsurer or other forms of 

guarantee or structured security products. 

“these products are 

attractive to investors 

who are looking to 

diversify their 

investment 

opportunities and 

risk exposure”

The bankruptcy remoteness of SPVs 

is generally due to factors such as a 

requirement that the reinsurance contract 

contains limited recourse language, 

limiting the reinsurance liabilities to the 

amount of collateral posted in the trust or 

collateral account, and the subordination 

of note payments to investors to the 

payment of the reinsurance liabilities 

of the SPV. 

INVESTORS TuRN 

TO ILS pRODucT 

While ILS products have been rapidly 

gaining favour in the capital markets 

there remains a limited number of 

parties who invest in ILS products 

due to their sophisticated nature. As 

a wider range of investors turn to ILS 

products as an alternative to traditional 

capital markets, it is expected that 

such products will continue to evolve, 

with increased innovation, greater 

transparency, ease to market and 

improved pricing. 

Despite market turmoil over the recent 

financial crisis the overall trend for ILS 

products is upwards. Figures published 

by Aon Benfield in September 2011 

show the global cat bond issuance for 

the 12 months to July 2011 at US$4.382 

billion up from US$1.780 billion for 2009. 

Although this is significantly down on the 

peak of US$8.145 billion for 2007, the 

historical trend is upwards with increases 

from US$1.144 billion in 2001. 

FLExIbLE REpuTATION 

Jersey has a proven track record as a 

jurisdiction for the incorporation of SPVs 

for many structured product transactions 

including ILS. It is in the same time zone 

as London and has a leading global 

reputation as an offshore financial centre. 

Jersey’s tax neutral environment and 

flexible legal and regulatory framework 

enable Jersey SPVs to be structured to 

meet a wide variety of requirements 

within the ILS market. 

Insurance business in Jersey is governed 

by the Insurance Business (Jersey) 

Law 1996 (the “Insurance Law”) and is 

regulated by the Jersey Financial Services 

Commission. Any Jersey SPV writing 

reinsurance will be required to obtain a 

Category B permit under the Insurance 

Law. Although there is no specific category 

for SPV-related transactions, the regulator 

takes a suitably flexible approach, and 

where appropriate waives the standard 

capitalisation and solvency requirements. 

To date, the ILS market has been 

dominated by issuances sponsored out 

of the US, but this is expected to change 

with increased demand in the UK, Europe 

and Asia. Jersey has a leading reputation 

in these markets backed by a deep pool 

of professional expertise in the capital 

markets arena. Once you add to the 

equation Jersey’s tax neutrality and its 

flexible legal and regulatory regime, 

the Island is in a good position to win a 

significant share of this developing market. 

this article was co-written by Joelina redden at 

appleby and originally appeared in the october 

edition of the review. 

21 BULLETIN BOARD ISSUE 21 SPRING 2012


uK reIts 

the changes should greatly increase 

the regime’s attractiveness to a 

wider pool of property investors and 

providers of capital. The government’s 

hope is that these changes will encourage 

more capital to be invested in the built 

environment and, in particular, into 

residential property. 

Just to recap, a REIT is a company that 

satisfies various conditions and in return 

is exempt from tax on its rental profits 

and capital gains of its property rental 

business. REITs are therefore tax efficient 

for shareholders because there is only a 

single layer of tax on those profits and 

capital gains, i.e. at shareholder level. 

The conditions the company must satisfy 

include being listed, sufficiently diversely 

owned, having 75% of its profits and 

assets relating to its property rental 

TAX MATTERS 

business and distributing 90% of its rental 

profits. Currently, an entry charge of 2% 

is levied on the value of the company’s 

property rental assets when joining the 

REIT regime. 

It’s worth noting that although a REIT, 

or the holding company of a REIT group, 

needs to be UK tax resident, it can be 

incorporated anywhere including the 

Channel Islands and can hold its properties 

using offshore structures. It can also be 

listed on the CISX, which has been the 

stock exchange of choice for three of the 

more recent new REITs. 

The benefits of being a REIT include 

access to the global REIT ‘brand’ and to 

the significant sources of international 

capital allocated purely for investment 

in REITs. REIT status also gives enhanced 

the ChaNGING 

LaNdSCape 

reIts have been with us for five years now and the proposed changes to the reIt 

regime from this July are the most significant so far. 

shareholder returns through tax exempt 

rental income and capital gains, a 

competitive pricing advantage on 

corporate acquisitions and the ability 

to make divestment decisions in a tax- 

free environment. 

One of the most significant changes 

expected in July is the abolition of the 

2% entry charge. From July this year, 

companies will no longer need to pay an 

entry charge to access the benefits of 

REIT status. 

There is also a relaxation of the diverse 

ownership rule for institutional investors, 

which should greatly widen their investor 

appeal. Soon, a REIT could be owned by 

a small ‘club’ of institutional investors. 

For this purpose, ‘institutional investor’ 

includes pension schemes, insurance

“ 

It’s worth noting that although a reIt, or the holding company of a reIt 

group, needs to be uK tax resident, it can be incorporated anywhere including 

the Channel Islands and can hold its properties using offshore structures. 

pHIL NICkLIN real estate tax Partner, Deloitte 

companies, unit trusts, open-ended 

investment companies, all of their overseas 

equivalents and sovereign wealth funds. 

Furthermore, there is the proposed 3 

year ‘grace period’ for new REITs to 

meet the diverse ownership requirement. 

This will enable start-up or closely held/ 

family-owned REITs to build sufficient 

reputation to attract new shareholders, 

without prejudicing their ability to enjoy 

the benefits of the REIT regime whilst 

they do it. 

The relaxation of the current requirement 

for a REIT to be listed on a ‘recognised 

stock exchange’ is also welcome. The 

proposals will enable companies traded 

on UK-based markets other than the LSE 

(and their overseas equivalents) to obtain 

REIT status without requiring, for example, 

a full London listing. However, one major 

shortcoming of the proposals that the 

government needs to address is that the 

REIT’s shares will need to be ‘traded’ on 

the exchange each accounting period, 

even though it may be 100% owned 

by institutional investors or by a small 

number of investors during the ‘3-year 

grace period’. 

Finally, there are a number of technical 

improvements to the REIT regime which 

includes redefinition of “financing costs” 

for the REIT interest cover test and for 

cash to be treated as a ‘good’ asset for 

the ‘balance of business assets test’, which 

will make the REIT regime that much more 

user-friendly. 

The government is also looking into 

proposals to introduce mortgage REITs and 


” 

social housing REITs into the UK. Mortgage 

REITs are well-developed in the US and 

the thought here is that they could take 

on existing bank loans, freeing up lending 

capacity and potentially providing a new 

source of capital to the mortgage market. 

Many of the difficulties faced by residential 

REITs, such as the need to ‘churn’ property 

(a ‘bad’ activity for REITs) and problems 

meeting the interest cover ratio because of 

low net rental yield, will also be faced by 

those wishing to form social housing REITs. 

The question of whether grant funding 

would need to be repaid on a transfer of 

housing association stock to a REIT also 

remains unanswered. 

In conclusion, the government’s proposals 

should secure a healthy future for REITs, in 

which the Channel Islands can continue to 

play an important part.


the New Code of 

Corporate Governance 

for Guernsey. 

the Guernsey Financial Services Commission (the “Commission”) has introduced 

a Code of Corporate Governance (the “Code”), which came into effect on 1 January 

2012 and replaced the existing “Guidance on Corporate Governance in the Finance 

Sector” dated december 2004. 

the Code is intended to provide the 

components of good corporate 

practice against which the degree 

of governance exercised by each company 

may be assessed by the Commission and 

also by shareholders. It is non-prescriptive 

and is designed to allow companies to 

adopt a corporate governance strategy 

that is proportionate and appropriate 

to the nature, scale and complexities 

of their business and reflective of their 

legal and operating structure. As such, 

different companies may adopt different 

approaches to meeting the Code. 

the Code consists of eight 

principles as follows: 

principle 1 

Companies should be headed by an 

effective board of directors (the “Board”) 

which is responsible for governance. 

principle 2 

Directors should take collective 

responsibility for directing and 

supervising the affairs of the business. 

principle 3 

All directors should maintain good 

standards of business conduct, integrity 

and ethical behaviour, and should 

operate with due care and diligence and 

at all times act honestly and openly. 

CORpORATE GOVERNANCE 

The Code applies to all companies 

holding licences under Guernsey’s main 

regulatory laws (banking, insurance, 

investment and fiduciary), as well as 

companies registered or authorised as 

collective investment schemes. It does not 

apply to partnerships (but will apply to 

licensed general partners), to the boards 

of foreign domiciled companies which 

have a licensed branch in Guernsey or to 

underlying investment holding companies 

of collective investment schemes. 

Companies subject to the Licensed 

Insurers’ Corporate Governance Code 

principle 4 

The Board should have formal and 

transparent arrangements in place 

for presenting a balanced and 

understandable assessment of the 

company’s position and prospects and 

for considering how they apply financial 

reporting and internal control principles. 

principle 5 

The Board should provide suitable 

oversight of risk management and 

maintain a sound system of risk 

measurement and control. 

principle 6 

The Board should ensure the timely and 

balanced disclosure to shareholders and/ 

or regulators of all material matters 

concerning the company. 

are deemed to comply with the Code. 

Similarly, companies which report against 

the UK Corporate Governance Code or 

the Association of Investment Companies 

Code of Corporate Governance are 

deemed to meet the Code. 

The Code will apply in conjunction with 

other corporate governance requirements 

and does not in any way reduce or change 

existing statutory obligations. Where the 

Code is incompatible with existing law, 

the relevant law will prevail. 

principle 7 

The Board should ensure remuneration 

arrangements are structured fairly and 

responsibly and that remuneration 

policies are consistent with effective risk 

management. 

principle 8 

The Board should ensure that satisfactory 

communication takes place with 

shareholders and is based on a mutual 

understanding of needs, objectives and 

concerns.

“ 

each principle is followed by 

guidance as to how a company 

may meet it. 

the Code is intended to provide the components of good 

corporate practice against which the degree of governance 

exercised by each company may be assessed.” 

HELEN WyATT 

senior assoCiate, Mourant oZannes Guernsey, BaseD in lonDon 

From 1 January 2012, companies to which 

the Code applies must: 

Guideline 1 

Prepare a self assessment reflecting the 

nature, scale and complexity of their 

business in order to assist the board in 

its consideration of the Code; 

Guideline 2 

Consider the Code periodically at 

board meetings and minute the board’s 

discussions regarding the Code; and 

Guideline 3 

Give an annual assurance statement to the 

Commission (it is likely that the current 

annual returns filed with the Commission 

will be expanded to cover this) confirming 

that the board has considered the 

effectiveness of the company’s corporate 

governance practices and is satisfied 

with its degree of compliance with the 

principles in the context of the nature, 

scale and complexity of their business. 

“the code applies 

to all companies 

holding licences 

under Guernsey’s 

main regulatory law 

(banking, insurance, 

investment and 

fiduciary)” 

Compliance with the Commission’s 

guidance (of which the Code is part) is one 

aspect of the minimum licensing criteria 

applicable to licensees and the Commission 

will consider the Code in assessing whether 

a licensee continues to meet the criteria. 

Non-compliance with the Code will not 

automatically make a company liable to any 

sanction or proceedings, but in its ongoing 

supervision of licensees and collective 

investment schemes the Commission will 

take into account the method and extent of 

adoption of the principles in a company’s 

policies, procedures, controls and practices 

or its explanation of non-compliance. 

At the Commission’s industry seminar 

in October 2011, it was stated that the 

Commission’s monitoring of compliance 

would include a review of board minutes 

to establish that a self-assessment 

was carried out, that the Board is 

periodically assessing adherence to the 

Code and that the Board has approved 

the assurance statement. Any company 

giving an assurance statement that 

highlights significant non-compliance 

with the Code will find itself subject to 

heightened scrutiny by the Commission. 

Non-compliance with the Code which 

contributes to a breach of legislation 

would be an aggravating factor and 

would affect the level of sanction sought. 

The Commission will continue to 

monitor international developments in 

corporate governance standards and 

has emphasised that the Code is a living 

document which will be interpreted 

to reflect prevailing standards. It is 

anticipated that the Code should provide 

an appropriate framework for the 

majority of financial services businesses 

for some time. As a company’s activities, 

risks and relationships change and 


MARCEL CARIOU 

senior assoCiate, Mourant oZannes Guernsey 

business environment alters, it will need 

to reassess its approach to corporate 

governance to reflect its own particular 

circumstances and the nature, scale and 

complexity of the business. 

for further information, please contact one 

of your normal Mourant ozannes contacts 

or email guernsey@mourantozannes.com.


TAKEOVER 

the Channel Islands 

have experienced an 

increase in the number 

of transactions governed 

by the takeover Code 

over the past couple of 

years, especially those 

structured as schemes 

of arrangement. 

tony Lane, senior associate in Carey 

Olsen’s Guernsey office, and Guy 

Coltman, partner in Carey Olsen’s 

Jersey office, discuss the reasons for this 

increasing trend, the key features of the 

Takeover Code and certain recent changes 

which may alter the way in which parties 

approach transactions in the future. 

The Takeover Code (the “code”) applies 

to all closed-ended companies listed on 

the CISX which are registered in Guernsey, 

Jersey, Isle of Man or the UK. It governs 

transactions which would result in a 

person acquiring or consolidating full or 

partial control of such companies, and 

seeks to ensure that such transactions are 

conducted so that shareholders are treated 

fairly and are provided with sufficient 

information to enable them to decide how 

to exercise their rights as shareholders. 


The code has taken on an increased 

significance for Guernsey companies 

since the introduction of the Companies 

(Guernsey) Law, 2008. This law made 

it possible for schemes of arrangement 

to be conducted in relation to Guernsey 

companies for the first time and also 

introduced “squeeze-out rights” to 

Guernsey law, making it possible for a 

bidder to achieve a 100% takeover of 

a Guernsey company. 

Schemes of arrangement and squeezeout 

rights have existed in Jersey law for 

some time but Jersey has also seen an 

increase in code activity, mainly because 

there has been an overall increase in the 

use of Jersey holding vehicles as a means 

to achieve the tax re-domiciliation of 

existing listed companies. 

Changes to the code were introduced in 

the last quarter of 2011, which will have 

implications for the public mergers and 

acquisitions (M&A) market. The changes 

were a conscious attempt by the Takeover 

Panel to tilt the balance of power in 

a takeover back towards the target 

company and its shareholders, particularly 

when faced by hostile bids, after several 

years in which market practice seemed to 

skew the balance of power in favour of 

the bidder. 

The changes to the code do not require a 

wholesale change in attitude on the part 

of the bidder, or the target company, but 

they will require the bidder to be better 

prepared before approaching the target 

and should ensure that target company 

directors have greater freedom to choose 

between competing bids.

CODE 

THE kEy cHANGES ARE: 

• Any announcement of a possible 

bid must disclose the identity of all 

potential bidders, and starts the 

timetable within which the bidder must 

decide whether to make the offer. 

Previously, a bidder could put pressure 

on a target by letting the markets 

know that a bid is being discussed, 

but while remaining anonymous and 

without triggering a deadline for 

making the offer. 

• The code now requires disclosure 

of financial information relating to 

the bidder, even when the bidder is 

offering cash, plus greater disclosure 

of financing arrangements relating to 

the bid. This could cause a degree of 

nervousness from the private equity 

world where investors and private 

equity firms have been used to a 

degree of privacy over their financial 

arrangements in the past. 

• Break fees are prohibited (in most 

circumstances) so that the bidder can 

no longer require the target company 

to pay a fee, sometimes substantial, 

to the bidder if it withdraws from the 

deal. Such fees have become standard 

in recent years and bidders will need to 

find other ways to limit their exposure 

to wasted costs. 

• A bidder can no longer use an 

implementation agreement to ensure 

that the target will conduct a scheme 

of arrangement according to its 

wishes. Instead, the code now requires 

the target to adhere to a published 

timetable. Schemes of arrangement 

have been a popular method of 

effecting recommended takeovers of 

CISX-listed companies in recent years, 

mirroring the same trend in the UK, 

but the reduced ability for the bidder 

to control the process means that they 

will be more likely to switch to an 

offer in the event that a competing 

bid is made. 

These changes mean that it is vital that 

the directors of CISX-listed, closed-ended 

companies should seek expert legal 

advice, as soon as possible, whenever 

they become aware of a possible 

takeover bid whether hostile or not. The 

previous rules and practice for dealing 

with such matters may no longer apply 

and additional options may now be 

available to the board of the target 

company which strengthens its position 

when negotiating with a potential suitor. 

The Colfax Corporation acquisition of 

Charter International Plc (Charter) is an 

example of this trend. Charter, listed on 

the main market of the London Stock 


GUy COLTMAN 

Jersey Partner, Carey olsen 

TONy LANE 

Guernsey senior assoCiate, 

Carey olsen 

Exchange, used a Jersey holding company 

as its listing vehicle after redomiciling to 

Ireland. Colfax Corporation is a New York 

Stock Exchange-listed industrial group 

that acquired Charter through a Jersey 

scheme of arrangement for approximately 

£1.5 billion in consideration. As a codegoverned 

deal, the transaction followed 

UK practice and was very similar to a 

UK scheme of arrangement in similar 

circumstances. The transaction concluded 

in the first half of January 2012. It 

underlines the Jersey court’s ability to 

facilitate transactions by scheme of 

arrangement in a manner very similar 

to the English High Court. Carey Olsen 

acted for Colfax Corporation.


Codes of practice 

forCertified 

Funds 

the funds industry in 

Jersey is anticipating 

the launch of new 

codes of practice 

for certified funds 

(the “Codes”), to be 

implemented from 

31 March 2012. 

the purpose of the 

Codes is to “establish 

sound principles and 

provide practical 

guidance” in respect of 

the conduct of business 

by, and operation of, 

certain categories of 

Jersey funds. 


the background to the Codes is 

the desire for Certified Funds to 

achieve, so far as possible, “fully 

implemented” ratings under the IOSCO 

Methodology as well as for Jersey to be 

in a position to act quickly in response to 

requirements of the AIFM Directive, which 

impacts Jersey funds. 

Certain parts of the Codes will replace 

conditions formerly imposed on a fund 

through its Certificate so do not, in 

reality, introduce new requirements to 

those already operating in relation to 

Certified Funds. 

Elsewhere, new requirements have been 

introduced. The expectation is that 

compliance with the Codes will form part 

of the contractual arrangements with 

service providers to Certified Funds. 

FuNDS TO WHIcH THE cODES 

WILL AppLy 

All Certified Funds will be required to 

comply with the Codes. The Codes will 

not apply to: 

• Private placement funds, investment 

syndicates and ‘club’ arrangements, 

which are approved under the Control 

of Borrowing (Jersey) Law 1947, as 

amended; 

• Non-Jersey domiciled funds; 

• Unregulated funds within the meaning 

of Article 1 of the Collective Investment 

Funds (Unregulated Funds) (Jersey) 

Order 2008, as amended; 

• Recognised funds within the meaning of 

Article 1 of the Law. 

RESpONSIbILITy FOR 

cOmpLIANcE WITH THE cODES 

It will be the responsibility of every 

Certified Fund, through its governing 

body, to comply with the Codes. Whilst 

the fund will be able to appoint another 

person (for example, the manager or 

administrator of the fund) to implement 

any necessary actions to comply with the 

Codes, ultimate responsibility will remain 

with the fund and its governing body. 

ExISTING FuNDS/ 

GRANDFATHERING 

Once issued, the Codes will have 

immediate effect. Whilst there will be 

no formal “grandfathering” for existing 

funds, allowance will be made for the 

implementation of the detail of the 

Codes, provided that the fundamental 

principles set out below are complied with 

and active steps are being taken by funds 

to secure compliance with the detailed 

underlying requirements. Departures from 

the principles will be permitted by the 

Jersey Financial Services Commission (the 

“JFSC”) in exceptional circumstances (for 

example, where strict adherence would 

produce an “anomalous result”), although 

funds operating in accordance with preexisting 

derogations will not be deemed 

to be in breach of the Codes.

” 

Jersey’s regulatory framework will be enhanced, offering further 

protection to investors in Jersey funds. 

THE pRINcIpLES 

principle 1 

a Certified fund must conduct its business 

with integrity. In particular, a fund must 

not act or contract so as to avoid any 

regulatory responsibilities imposed on it 

under the Codes. 

principle 2 

a Certified fund must act in the best 

interests of unitholders. Noting that this 

principle does not affect the priority of 

any legal rights owed to any other person 

(e.g. creditors of the fund), it involves 

the fund acting with due skill, care and 

diligence, avoiding or disclosing conflicts of 

interest with service providers, maintaining 

proper records of actions and decisions, 

transacting business in an expeditious 

manner, giving notice to unitholders of 

changes which affect their rights and 

ensuring that all unitholders are treated 

fairly (without prejudice to any preferred 

rights conferred on certain persons or 

classes pursuant to the fund’s constitution 

or any discount to fees charged to 

unitholders upon their investment in the 

fund). There are additional requirements in 

relation to hedge funds. 

principle 3 

a Certified fund must organise and 

control its affairs effectively for the proper 

performance of its business activities and 

be able to demonstrate the existence of 

adequate risk management systems. In 

summary, this principle deals with: 

principle 3a 

Corporate governance, including span 

of control, the exercise of independence 

of judgement by a fund’s principal 

“ 

persons (e.g. directors) and compliance/ 

anti-money laundering officer(s), the 

apportionment of responsibilities and 

accountability, the adoption of clear 

risk management procedures and, if 

appropriate, the establishment of a risk 

management committee; 

principle 3b 

Internal systems and controls to ensure 

compliance with the fund’s constitutive 

documents, Certificate, applicable 

legislation, guidance of the Codes, and to 

ensure that adequate business recovery 

arrangements exist, that the systems 

are effective to guard the fund against 

financial crime and that all decisions and 

transactions are properly authorised. The 

fund must have proper procedures to 

ensure that its principal persons and other 

employees are demonstrably fit and proper 

for their roles; 

principle 3c 

Continuing Professional Development 

(“CPD”), including the maintenance of 

CPD records for principal persons and 

compliance/anti-money laundering officers. 

The Codes provide that, as a general guide, 

at least 25 hours per year should be spent 

on CPD; 

principle 3d 

The compliance officer, money laundering 

reporting officer (“MLRO”) and money 

laundering compliance officer (“MLCO”): 

the Codes set out the requirement for and 

responsibilities of the compliance officer of 

the fund, the MLRO and MLCO roles being 

covered by the Money Laundering (Jersey) 

Order 2008. The appointment of such 

EMILy HAITHWAITE Partner, BeDell 

officers is subject to the approval of the 

JFSC. In the case of unit trusts and limited 

partnerships, it is the obligation of the 

compliance officer, MLRO and MLCO 

of the trustee(s) or general partner(s) 

to fulfill the equivalent roles in relation to 

the fund; 

principle 3e 

Complaints - the fund must have an 

effective complaints handling system and 

procedure and must notify the JFSC of the 

complaint in certain circumstances; 

principle 3f 

Record keeping, including the maintenance 

of a policy and procedures manual, upto-date 

records of transactions, internal 

organisation and risk management 

systems and procedures to safeguard the 

fund’s assets. Unless otherwise required 

by legislation or the fund’s constitutive 

documents, it is expected that records will 

be kept for a period of ten years; 

principle 3g 

Financial statements - the Codes provide 

for the submission of audited financial 

statements (within seven months of the 

fund’s financial year-end) and any interim 

report (upon publication) and accounts of 

the fund to the JFSC, the appointment and 

prior approval of an auditor for the fund 

and for prescribed auditing and accounting 

standards; 

principle 3h 


In summary, the following eight principles for the conduct of business by Certified Funds are set out in the Codes: 

Valuations, to be prepared in a regular 

and timely manner in accordance with 

the fund’s constitution and any applicable 

conditions or requirements.


Codes of practice 

forCertified 

Funds 

THE pRINcIpLES cONTINuED... 

principle 4 

a Certified fund must be transparent in its 

business arrangements with unitholders. 

The fund must make it clear on its 

stationery and advertising material that 

it is regulated by the JFSC and must be 

transparent with unitholders about all 

fees, charges and other remunerations or 

expenses which are charged to the fund. 

principle 5 

a Certified fund must maintain and be 

able to demonstrate the existence of 

both adequate financial resources and 

adequate insurance. The Codes do not 

prescribe what is adequate in these 

circumstances but it is expected that the 

fund’s governing body will assess these 

matters carefully. 

principle 6 

a Certified fund must deal with the 

JfsC and other authorities in Jersey in 

an open and cooperative manner. This 

principle has wide effect. In addition 

to providing information regarding the 

fund (such as, changes of beneficial 

ownership, a change of name and prior 

notification of winding up), the JFSC 

expects to be notified of “significant 

events” affecting non-regulated activities 

and other members of the corporate 

group to which the fund belongs of 

which the fund becomes aware. Other 

new requirements include that the JFSC 

should be notified of a failure to launch 

a fund within 90 days of the granting of 

a Certificate or of the date specified in 

the fund’s offering document, an error in 

the pricing of units greater than 0.5%, 

an inability to calculate net asset value, 

a suspension of the fund on any stock 

exchange on which it is listed and any 

matter which is likely to cause material 

harm to the interests of unitholders. 

principle 7 

a Certified fund must not make 

statements that are misleading, false 

or deceptive. This principle applies to 

advertisements issued by the fund or 

one of its service providers. The fund 

should ensure that any facts stated in 

advertisements will continue to be true for 

as long as the advertisement is made, any 

statements of opinion held by any person 

are reasonably believed to be honestly 

held by that person and any comparisons 

with other funds are fair. 

principle 8 

a Certified fund must at all times comply 

with and be operated in accordance 

with any applicable guide. The Codes 

acknowledge existing requirements 

relating to particular categories of 

funds. Accordingly: 

principle 8a 

OCIFs must adhere to the terms of the 

OCIF Guide; 

principle 8b 

Jersey Expert Funds must be operated 

in accordance with the Jersey Expert 

Fund Guide; 

principle 8c 

Jersey Listed Funds must be operated 

in accordance with the Jersey Listed 

Fund Guide; 

1 “Certified Funds” means all unclassified collective investment funds, within the meaning of 

Article 3 of the Collective Investment Funds (Jersey) Law 1988, as amended (the “Law”), issued 

with a Certificate. 

2 “IOSCO Methodology” means the IOSCO Methodology for Assessing Implementation of the 

IOSCO Objectives and Principles of Security Regulation as at October 2008. 

3 “Certificate” refers to a certificate issued by the JFSC under Article 8B of the Law. 


principle 8d 

Other funds aimed at sophisticated 

investors and closed-ended funds - the 

OCIF Guide continues to be a benchmark 

for the expected level of disclosure for 

such funds. As such, the prior consent of 

the JFSC is required to material changes to 

such funds, including changes to service 

providers and constitutive documents. 

cONSEquENcES OF 

bREAcHING THE cODES 

Failure by a Certified Fund to comply with 

the Codes will represent grounds for the 

JFSC to take enforcement action and to 

use its regulatory powers which, in serious 

cases, could result in the winding up of 

the Certified Fund and revocation of its 

Certificate. Whilst failure to follow the 

Codes will not of itself render any person 

liable to proceedings, or invalidate any 

transaction, the Codes will be admissible 

in evidence if it appears to a court to 

be relevant to any question arising in 

court proceedings, and can be taken into 

account in determining any such question. 

“In this way, Jersey’s 

regulatory framework 

will be enhanced, 

offering further 

protection to investors 

in Jersey funds.” 

cONcLuSIONS 

It is anticipated that the Codes will mean 

that compliant ratings for Certified Funds for 

the purposes of the IOSCO Methodology 

can be achieved, and will be a useful 

building block in constructing an AIFMequivalent 

fund regime in Jersey. The Codes 

will ‘fill the gap’ that currently exists in that 

Jersey fund services providers are subject 

to detailed codes of practice requiring 

minimum standards as to the conduct of 

their business, but funds themselves are not. 

In this way, Jersey’s regulatory framework 

will be enhanced, offering further 

protection to investors in Jersey funds. 

In practice, much of the work in ensuring 

compliance with the Codes will fall on 

the Jersey service providers to funds. The 

new Codes are based on, and thus have 

a high degree of consistency with, the 

existing regulatory requirements for fund 

service providers, which should facilitate 

implementation. However, there are a 

number of areas of difference. Jersey funds, 

their service providers and advisers will 

all need to ensure that they meet, or are 

working towards, the requirements of the 

Codes when introduced on 31 March. 

4 The “governing body” of the Certified Fund is, in the case of a company, its board of directors, 

in the case of a limited partnership, its general partner(s) and in the case of a unit trust, its 

trustee(s). 

5 “OCIF Guide” means the guide to the establishment of open-ended unclassified collective 

investment funds offered to the general public issued by the JFSC.

Image courtesy of Visit Guernsey 

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CIty 

perSpeCtIVe 

“ 

his next step, though he has not yet had the courage 

to take it, is to ban the use of e-mail. 

ANTHONy HILTON finanCial eDitor, eveninG stanDarD, lonDon 

one of the UK’s most successful 

businessmen told me he has 

banned BlackBerrys – in fact 

smartphones of all descriptions - from his 

meetings, because he is fed up with people 

reading e-mail when they should be taking 

part in the meeting. His next step, though 

he has not yet had the courage to take it, is 

to ban the use of e-mail. 

On BlackBerrys he is surely on firm ground. 

There are few things more irritating – nor 

indeed more rude. He claims that in his 40 

or more years in business he could recall 

only a handful of things so important that it 

made a material difference to learn of them 

immediately rather than in half an hour. 

The need to know among executives and 

managers today – to be constantly in touch 

– is in his view little more than the need to 

feel self-important. Not a healthy sign. 

On occasion though he does admit to 

making an exception. He did tolerate 

his lunch guest’s BlackBerry because his 

companion was a member of the Downing 

Street inner circle, though only after the 

latter had explained that there were matters 

of substance in the offing. It was during the 

worst stage of the banking crisis shortly after 

the collapse of Lehman and his guest was 

waiting to hear whether one of our largest 

high street banks had got enough overnight 

money to open its doors the following 

day. When the news came through that it 

had, the BlackBerry was put away and they 

enjoyed a celebratory glass of port. The bank 

bailout of RBS and Lloyds was put in place 

about a fortnight later. 

Many people would agree that the 

constant checking of BlackBerrys verges on 

a compulsive disorder. But, interestingly, it 

is the point about e-mails which may 

” 

turn out to be the more important for the 

way we run our businesses. 

What worries him is that people on the 

same floor or in adjoining offices now 

communicate almost entirely by e-mail and 

the only time colleagues meet face-to-face 

is when they bump into each other in the 

queue for the coffee machine. Even that 

does not work in most offices where the 

most junior person is frequently despatched 

with the order for the whole team. 

The consequence is that there is almost no 

personal interaction between colleagues 

or between manager and those in 

the reporting line because it is usually 

found to be easier to whip off an e-mail 

rather than talk face-to-face. However, 

something fundamental is getting lost 

here. At its heart, management is about 

understanding people, leading by example, 

getting them to react in the way you want 

and encouraging them to take ownership 

of your ideas of where the business needs 

to be headed. When a manager no longer 

sticks his or her head round the door of the 

adjacent office or gets everyone round the 

table he or she has no opportunity to note 

the body language, the facial expression, 

the tone of voice, the hesitations and 

gestures and use these to assess what 

colleagues really think. 

Without such interaction, management 

becomes dangerously detached and 

initiatives will almost always fail if those 

charged with putting them into practice 

don’t actually believe in them. There is far 

too much faith put in models and systems 

and process, all of which treat businesses 

as if they are machines where a variation 

in the inputs will automatically deliver a 

predictable change in the outputs. Business 


school teaching too often ignores the fact 

that businesses are collections of people 

who do not always behave in predictable 

ways. Indeed, financial businesses are better 

thought of as being biological rather than 

mechanical. Their external environment 

- the wider ecosystem - is crucial to their 

success or failure. Then they will grow like 

plants, sometimes strongly sometimes 

weakly and almost always in unpredictable 

directions. The trick is to know when to 

prune, when to protect, when to fertilise 

and when to leave well alone. 

People in the past understood this much 

better than they do today. I still recall 

the chief executive of one of our leading 

insurance companies who had been 

recently appointed to turn round the 

business, which was at the time going 

through a rough patch. The hardest thing 

he told me, was to look at his colleagues 

round the boardroom table, all of whom 

would be saying yes to his proposals, and 

working out which of them really meant 

no. Until he got that right he knew he 

could not possibly succeed. 

An old friend, the founder of one of 

our most successful PR consultancies, 

enthuses about the quality of the young 

graduates whom he employs but for one 

thing. These days, the graduate intake 

needs lessons in how to read a room. 

They need actually to be taught to assess 

at a client meeting who has the power, 

who needs persuading, who will talk a 

lot but can be ignored, and who is likely 

to stitch you up when you have left. Body 

language to them is a foreign language. 

Before e-mail, such awareness was part of 

life’s basic survival skills, born of a lifetime of 

human contact. Now it has to be taught. 

FROM THE SqUARE MILE

GUERNSEY 

PO Box 98 Carey House 

Les Banques St Peter Port 

Guernsey GY1 4BZ 

Tel: +44 (0)1481 727272 

Email: info@careyolsen.com 

www.careyolsen.com 

Leading offshore performance 

Carey Olsen advises more London Stock Exchange and AIM clients than any other law firm in the 

Channel Islands placing the firm in the Morningstar Professional Services Ranking Guide top 10 

alongside UK legal advisers. 

Source: Morningstar - November 2011 

"It is like dealing with a magic circle firm outside London." 

Source: Chambers Global and UK 

JERSEY 

47 Esplanade 

St Helier 

Jersey JE1 0BD 

Tel: +44 (0)1534 888900 

LONDON 

8-10 Throgmorton Avenue 

London 

EC2N 2DL 

Tel: +44 (0)20 7614 5610

the CISX admitted nearly 498 new 

securities to its Official List in 

2011, a 40 per cent increase on 

the number listed the previous year. The 

year ended with a particular flourish with 

117 securities admitted to the official 

list in December alone. The amount of 

additional capital raised by listed issuers 

during the 12 months of nearly £300 

million is an impressive figure and clearly 

highlights one of the potential benefits of 

listing on the Exchange for Issuers. 

The predominant type of security listed in 

2011 was specialist debt, and within that 

category Special Purpose Vehicles (SPVs) 

represented 58% of securities listed, with 

the majority domiciled either in the UK 

or Jersey. The total number of securities 

admitted to the Official List as at the end 

of December stood at 4,333. 

In the closed-ended sector, there were 50 

securities admitted to the Official List and 

13 of these were new funds domiciled 

predominantly within the Channel Islands. 

The balance of the new admissions was 

in relation to new classes of existing 

structured funds. There was continued 

interest in the alternative funds sector and 

of note a number of forestry and natural 

resources-backed funds in 2011. 

Additional capital raised through further 

issues by Listed Issuers of closed-ended 

funds during the year amounted to £88.5 

million, whilst SPVs raised a further 

£204.8 million of additional capital. 

Despite the fact that there are only a 

small number of traded securities on 

the Exchange, the Market Authority 

also reported that trading volumes were 

solid. There was trading activity in 23 

securities with a total volume of 33.5 

million shares traded, representing 

turnover of £27.7 million. 

Another milestone for the Exchange during 

2011 was the admission of the 4,000th 

security to the official list in May. London 

Mining (Jersey) plc, a special purpose 

vehicle, listed a US$110 million 8% 

guaranteed convertible debt bond which 

was sponsored by Walkers Capital Markets. 

cHANNEL ISLANDS 

SuppORTING THE cITy 

A major event for the CISX in 2011 was 

the International Business Summit, which 

was held at Mansion House in London for 

the first time. Taking the event outside 

the Channel Islands, the CISX aimed to 

help consolidate the Channel Islands’ 

relationship with the City. Alderman 

Sir John Stuttard, a former Lord Mayor 

of London, was extremely gracious in 

his reflections on the important role 

Guernsey and Jersey’s finance industries 

have to play within the City of London. 

Once again, the Summit provided lively 

and topical debate on some of the key 

issues affecting the financial services 

industry with the overarching theme 

of remembering how to grow your 

business – a pertinent message in 

difficult economic times. 

LOOkING AHEAD 


CISX Business update 

The CISX will continue to build on its 

reputation as the Exchange of choice 

for a growing number of international 

issuers and consolidate its key strengths, 

which is underpinned by internationally 

recognised high standards of regulations. 

Further investments in infrastructure will 

be made to ensure the Exchange remains 

competitive and offers the products and 

services that help Members to meet their 

customers’ requirements. 

The CISX is in a strong position to carve 

for itself a strong and secure presence in 

the global marketplace, bringing benefits 

for the Jersey and Guernsey’s finance 

industries, and continue to provide an 

unrivalled service. 

CISX HOME pAGE


CISX Membership 

structure has been 

updated with two 

new categories 

cATEGORy 3 mEmbERSHIp 

The Founding Directors of the Exchange 

hoped that the presence of the CISX within 

the Channel Islands would ultimately 

create a “cottage industry” of corporate 

finance advisers. Likewise, it was viewed 

that the attractiveness of the Exchange’s 

straightforward Listing Rules, its lower cost 

base and trading facilities which have the 

benefit of full CREST settlement, would 

also be a magnet for the listing of trading 

companies, particularly SME, which in turn 

would attract further Trading Members. 

To renew interest in the listing and trading 

of commercial trading companies, a new 

category of Member has been introduced 

– a Category 3 Listing Member – which 

would specialise in the listing of Trading 

Companies under Chapter VI. 

The qualifications set out within Chapter 

II of the Member Rules will apply to the 

new category of Members to ensure the 

structural integrity of the Exchange’s 

business model. To confirm the position, 

the qualifications are as follows (Member 

Rule 2.01 refers): 

A Member must 

Be a company, partnership or other legal 

1 entity licensed, regulated or supervised 

by a regulatory body recognised by the 

Exchange in a jurisdiction approved by 

the Exchange or, in the case of a Listing 

Member that is not licensed, regulated 

or supervised by a regulatory body, 

be a member of, or be a company 

whose share capital is wholly owned 

by members of, a professional body 

approved by the Exchange; 

Satisfy the Board that it is of good 

2 financial standing and integrity; 

Satisfy the Board that it is fit and 

3 proper to be a Member; 

Not carry out any other business 

4 inconsistent with its membership 

of the Exchange; 

CISX HOME pAGE 

Comply with the rules of the Exchange 

5 and other such requirements for 

membership as the Board may from 

time to time prescribe.” 

As with other Membership eligibility 

criteria, the eligibility criteria for a 

Category 3 Sponsor would be set out 

within Chapter III of the Rules and 

Chapter IV of the Listing Rules. 

In addition to the new Category 3 

Member, the Trading Member Category 

has been updated to include the proposal 

of Designated Broker. 

DESIGNATED bROkER 

A Trading Member of the Exchange may 

apply to become a Designated Broker in 

respect of securities listed under Chapter VI 

of the CISX Listing Rules. 

The Designated Broker is a new activity 

within the scope of Trading Membership 

– within Chapter V of the Rules (Trading 

& Settlement) – which would assist with 

the post-Listing trading and marketing 

activities of Trading Companies under 

Chapter VI. 

A CISX Trading Member is permitted 

to become either a Market Maker or a 

Designated Broker or both. 

A Designated Broker is required to 

monitor and review the Issuer’s post listing 

corporate actions and trading activity 

to ensure that the Issuer complies with 

the Exchange’s continuing obligations 

requirements and provide corporate 

finance services. 

A Registered Market Maker may be 

appointed as a Designated Broker in the 

security listed under Chapter VI of the 

Listing Rules, provided that it: 

a Demonstrates its independence at 

all times; 

b Not being either the Issuer’s reporting 

accountant and/or auditor; 

c Having no partner, director, employee 

or associate of any such partner, 

director or employee holding a position 

of a director of the Issuer; 

d Having no partner, director, employee 

or associate of any such partner, 

director or employee be a substantial 

shareholder (holding 10% or more) of 

the shares of the Issuer which it has 

sponsored; 

e Be in a position to prevent any conflicts 

of interest should a partner, director, 

employee or associate of any such 

partner, director or employee be a 

significant shareholder (holding 3% or 

more) of the shares of the Issuer which 

it has sponsored; 

f Not deal during a close period. 

All enquiries should be directed to the 

membership department of the Exchange 

to the Company Secretary Advocate Diana 

Thompson. 

Specialist debt 

Securities Listing 

Initiative 

The Market Authority is pleased to 

announce the introduction of the 

‘Registered Issuer Regime’ designed to 

stimulate further interest by International 

Issuers within the Capital Markets. 

Under this regime, the Market Authority 

will pre-approve an Issuer of Specialist 

Debt Programmes against a set of criteria 

and with the payment of an up front fee, 

with a view to offering a discount on 

future applications for the approval of 

programmes. 

Applications for Registered Issuer status 

may be completed by the Listing Member 

or the Applicant; however, subsequent 

programmes and notes applications 

by the Registered Issuer must be 

submitted to the Exchange by the Listing 

Member. Once approved, specialist debt 

programmes submitted by the Registered 

Issuer via the Listing Member will be 

vetted by the Market Authority free of 

payment. Applications for Notes under 

the programmes will incur a fee at the 

prevailing rate. 

The current debt programme fee will 

remain in place for those Issuers that do 

not want to take the pre-approved route 

or for one-off programmes. 

For more details with regards to the cost, 

please get in touch with the CISX.

CISX Sponsors 

promising young 

Sailor – update 

The Exchange has sponsored Clementine 

for a number of years and has been thrilled 

to see her progress over the years from 

optimist sailing to laser sailing. Clementine 

was first selected for a RYA Regional sailing 

squad when she was 10 years old. She 

moved into a RYA National squad three 

years ago. Clementine is currently one of 

14 sailors in the National laser 4.7 squad. 

She is currently ranked 4th nationally and 

2nd girl nationally, has represented the 

South West of England at sailing and now 

sails for Great Britain. This year, Clementine 

has been selected for the British squad to 

compete in Ireland and Belgium. Selection 

trials are ongoing for other teams. 

Clementine is at the stage where she would 

welcome further sponsorship, and enquiries 

may be forwarded to the Exchange via 

e-mail to Diana.thompson@cisx.com. 

New MeMBer proFILe 

Dexion Capital (Guernsey) Limited (DCG), 

which is authorised and regulated by the 

Guernsey Financial Services Commission, is 

the investment manager for Dexion’s listed 

closed-end investment companies that are 

marketed and distributed by Dexion Capital 

plc, which is authorised and regulated by 

the Financial Services Authority. 

The Guernsey company is highly regarded, 

with a strong reputation for the provision 

of comprehensive corporate support 

services both to the Dexion Capital Group 

companies and to third-party clients. 

As an experienced and independent 

provider of administration services to 

companies and their boards, DCG prides 

itself on its depth of knowledge and 

New MeMBer proFILe 

Morgan Sharpe Administration Limited 

(Morgan Sharpe) is an owner-managed 

fund administration company based in 

Guernsey which was formed in April 

2008. Morgan Sharpe was formed 

by Serena Tremlett and Mel Torode, 

who had worked together for 10 years 

previously and did a management buyout 

of Assura Administration, renaming 

the company using their maiden names 

(Morgan and Sharpe, respectively). 

The idea behind Morgan Sharpe was 

to create an entrepreneurial company 

that could provide the highest level of 

client service and therefore an attractive 

alternative to the mid-to-large service 

providers, where clients lose individuality 

and are often just an income stream. 

As an owner-managed company, Morgan 

Sharpe is able to offer a highly tailored 

service, is able to respond quickly and 

work with clients in a unique way. All 

clients have day-to-day contact with the 

directors and dedicated staff, making for 

a personal and friendly service. Whilst 

being a tightly-run and well regulated 

business, the team at Morgan Sharpe 

is able to be fluid and creative with the 

services it provides in order to be able to 

provide the right “fit” for each client. 

breadth of technical expertise. In this 

respect, it has the capability to offer 

invaluable support to administrators and 

company secretaries in the context of 

their key roles in the governance and 

administration of corporate affairs as 

primary advisers to chairmen and boards. 

The team works together with a highly 

structured approach, to provide accurate 

and timely information focusing on the 

requirements and deadlines of clients. 

They ensure that boards are kept fully 

briefed, that statutory and regulatory 

obligations are complied with and that 

financial statements are prepared. 

Central to this service are tailored, flexible 

and cost-effective solutions that can be 

easily implemented. 


Despite challenging market conditions, 

Morgan Sharpe has grown substantially 

since its inception and has developed a 

solid and varied client base. 

Morgan Sharpe currently consists 

of a team of 10 with considerable 

experience in the closed-ended fund 

market, particularly in property, private 

equity and mezzanine debt funds. This 

experience includes setting up and 

running numerous listed and unlisted 

vehicles over more than a dozen years. 

Morgan Sharpe’s existing clients include 

many property funds (Main Market, AIM, 

CISX-listed and private), an AIM listed 

media fund and private mezzanine debt 

funds, as well as various subsidiaries and 

related Guernsey companies, licensees 

and structures. 

As well as dealing with fund formations 

and fund administration, Morgan Sharpe 

also has extensive experience in listings 

and became a Category 2 Listing Member 

of the CISX in May 2011. Morgan Sharpe 

currently sponsors 11 entities listed on the 

CISX and has also worked with Cenkos 

Channel Islands over a number of years on 

the listings of various entities, including 

the Stobart Group, NewRiver Retail and 

Leicester Tigers. 

You can find out much more about 

Morgan Sharpe, the team and a wealth 

of testimonials from its clients online at 

www.morgansharpe.com. 

The DCG team has a combined total of 

more than 80 years’ industry experience 

with extensive track records for compliance 

and fund administration, and a thorough 

understanding of company secretarial 

requirements for listed entities. 

Members of the team are involved in the 

NAV production and administration of 

companies, including shadow valuation, 

preparation of internal and external 

reporting on a weekly, monthly or 

quarterly basis and contribution to the 

production of the interim and annual 

financial statements. 

NEW MEMBER pROFILES

Member directory 

AmA Fund Services Limited 

3rd Floor 

Wellington House 

17 Union Street 

St Helier 

Jersey 

JE2 3FR 

Tel: +44 (0)1534 761340 

Contact: Andy Cunningham 

E-mail: andy.cunningham@amafsl.com 

Appleby Securities 

PO Box 207 

13-14 Esplanade 

St Helier 

Jersey 

JE1 1BD 

Tel: +44 (0) 1534 888777 

Fax: +44 (0) 1534 888778 

Contact: Mark Lewis 

E-mail: mlewis@applebyglobal.com 

Web: www.applebyglobal.com 

Augentius Fund Administration 

(Guernsey) Limited 

PO Box 60 

Carinthia House 

9-12 The Grange 

St Peter Port 

Guernsey 

GY1 4BF 

Tel: +44 (0)1481 734300 

Fax: +44 (0)1481 734301 

Contact: Rhea Gordon 

E-mail: rhea.gordon@augentius.com 

Web: www.augentius.com 

babbe Stock Exchange Services Ltd 

18-20 Smith Street 

St Peter Port 

Guernsey 

GY1 4BL 

Tel: +44 (0)1481 713371 

Fax: +44 (0)1481 716956 

E-mail: BSESL@babbelegal.com 

barclays Wealth Fund managers 

PO Box 671 

Regency Court 

Glategny Esplanade 

St Peter Port 

Guernsey 

GY1 3ST 

Tel: +44 (0)1481 747474 

Fax: +44 (0)1481 710147 

Contact: Jon Wrigley 

E-mail: jonathan.wrigley@barclayswealth.com 

Web: www.barclayswealth.com 

bedell cristin 

26 New Street 

St Helier 

Jersey 

JE4 8PP 

Tel: +44 (0)1534 814814 

Fax: +44 (0)1534 814815 

Contact: Emily Haithwaite / 

Alasdair Hunter 

E-mail: enquiries@bedellcristin.com 

Web: www.bedellgroup.com 

bNp paribas Securities 

Services (Holdings) Limited 

PO Box 451 

Liberté House 

19-23 La Motte Street 

St Helier 

Jersey 

JE4 5RL 

Tel: +44 (0)1534 813820 

Fax: +44 (0)1534 849304 

Contact: Myra Alletson 

E-mail: myra.alletson@bnpparibas.com 

Web: www.securities.bnpparibas.com 

bordeaux Services (Guernsey) Ltd 

Bordeaux Court 

Les Echelons 

St Peter Port 

Guernsey 

GY1 6AW 

Tel: +44 (0)1481 715167 

Fax: +44 (0)1481 714061 

Contact: Peter G. Radford 

E-mail: newbusiness@bordeauxservices.com 

Web: www.bordeauxservices.com 

butterfield Fulcrum Group 

(Guernsey) Ltd 

PO Box 211 

Regency Court 


St Peter Port 

Guernsey 

GY1 3NQ 

Tel: +44 (0)1481 720321 

Fax: +44 (0)1481 716117 

Contact: Julian Lane 

E-mail: funds@bfgl.gg 

jlane@bfgl.com 

Web: www.bfgl.com 

cannon Secretaries Ltd 

PO Box 393 

Kingsway House 

Havilland Street 

St Peter Port 

Guernsey 

GY1 3FN 

Tel: +44 (0)1481 726141 

Fax: +44 (0)1481 726142 

Contact: Rob King 

E-mail: rob@cannonhouse.com 

Web: www.cannonhouse.com 

capita 

12 Castle Street 

St Helier 

Jersey 

JE2 3RT 

Tel: +44 (0)1534 847060 

Fax: +44 (0)1534 847061 

Web: www.capitafinancial.com 

Contact: Mark Hodgson 

Managing Director 

Tel: +44 (0)1534 847290 

E-mail: mark.hodgson@capita.je 

carey commercial Ltd 

PO Box 285 

1st & 2nd Floor Elizabeth House 

Les Ruettes Braye 

St Peter Port 

Guernsey 

GY1 4LX 

Tel: +44 (0)1481 737218 

Fax: +44 (0)1481 711220 

Contact: Gary Mauger 

E-mail: gary.mauger@careygroup.gg 

Web: www.careygroup.gg 

Tel: +44 (0)1481 737268 

Fax: +44 (0)1481 711220 

Contact: Chris Trudgeon 

E-mail: chris.trudgeon@careygroup.gg 

Web: www.careygroup.gg 

The carey Olsen Group 

47 Esplanade 

St Helier 

Jersey 

JE1 0BD 

Tel: +44 (0)1534 888900 

Fax: +44 (0)1534 887744 

Contact: Alan Stevens / Mike Jeffrey 

E-mail: info@careyolsen.com 

Web: www.careyolsen.com 

cenkos channel Islands Ltd 

PO Box 222 

The Market Buildings 

Fountain Street 

St Peter Port 

Guernsey 

GY1 4JG 

Tel: +44 (0)1481 729100 

Fax: +44 (0)1481 729700 

Contact: Paul Matthews 

E-mail: pmatthews@cenkos-ci.com 

Web: www.cenkos-ci.com 


DIRECTORy

Selecting the right listing option 

for your next deal can be tricky. You 

need a sponsor that is able to deliver 

innovative, streamlined and pragmatic 

solutions with unrivalled coverage 

of the key offshore exchanges. 

Experienced practitioners acting 

as listing sponsors to the Channel 

Islands, Cayman Islands and 

Bermudian exchanges. 

Appleby. 

applebyglobal.com 

THE RIGHT PEOPLE. THE RIGHT PLACES. 

THE RIGHT SOLUTIONS. 

Bermuda 

British Virgin Islands 

Cayman Islands 

Guernsey 

Hong Kong 

Isle of Man 

Jersey 

London 

Mauritius 

Seychelles 

Zurich 

Offshore Legal, Fiduciary 

& Administration Services


cogent Ltd 

PO Box 409 

Sarnia House 

Le Truchot 

St Peter Port 

Guernsey 

GY1 3WA 

Tel: +44 (0)1481 706789 

Fax: +44 (0)1481 713724 

Contact: Paul G Backhouse/Nick Ferris 

E-mail: mail@cogentlimited.com 

Web: www.cogentlimited.com 

collas Day corporate Finance Ltd 

Glategny Court 

PO Box 140 


St Peter Port 

Guernsey 

GY1 4EW 

Tel: +44 (0)1481 723191 

Fax: +44 (0)1481 724074 

Contact: Sean Cheong/Simon Savident 

E-mail: sscheong@collasday.com 

Simon.Savident@gtc.gg 

Web: www.collasday.com 

collins Stewart (cI) Ltd 

PO Box 45 

Hirzel House 

Smith Street 

St Peter Port 

Guernsey 

GY1 4AX 

Tel: +44 (0)1481 726511 

Fax: +44 (0)1481 711483 

Contact: Phil Le Pelley 

E-mail: plepelley@collinsstewart.com 

Web: www.ci.collins-stewart.com 

corazon capital Ltd 

PO Box 45 

Collins Stewart House 

The Grange 

St Peter Port 

Guernsey 

GY1 4AX 

Tel: +44 (0)1481 712889 

Fax: +44 (0)1481 713460 

Contact: Robert Milroy, Mike Trump or 

Anne-Marie Collivet 

E-mail: rmilroy@collinsstewart.com 

mtrump@collinsstewart.com 

amcollivet@collinsstewart.com 

Web: www.collinsstewartwealth.com 

credit Suisse Fund Administration Ltd 

PO Box 474 

Mill Court Lane 

La Charroterie 

St Peter Port 

Guernsey 

GY1 6AZ 

Tel: +44 (0)1481 729110 

Fax: +44 (0)1481 710934 

Contact: Paul Bannier 

E-mail: paul.bannier@cspb.com 

Deutsche bank International Ltd 

P.O. Box 727 

St. Paul’s Gate, New Street 

St. Helier, Jersey 

Channel Islands 

JE4 8ZB 

Tel: +44 (0)1534 889425 

Fax: +44 (0)1534 889884 

Contact: Alan Booth 

E-mail: alan.booth@db.com 

Web: www.tss.db.com 

www.db-ci.com 

Dixcart Trust corporation Ltd 

Dixcart House 

Sir William Place 

St Peter Port 

Guernsey 

GY1 4EZ 

Tel: +44 (0)1481 723996 

Fax: +44 (0)1481 727417 

Contact: John Nelson 

E- mail: john.nelson@dixcart.co.gg 

Web: www.dixcart.com 

Dexion capital (Guernsey) Limited 

1 Le Truchot 

St Peter Port 

Guernsey 

GY1 1WD 

Tel: +44 (0)1481 743940 

Fax: +44 (0)1481 743941 

Contact: Louise Shankland 

E-mail: louise.shankland@dexioncapital.com 

Web: www.dexioncapital.com 

EFG Offshore Ltd 

No. 1 Seaton Place 

St. Helier 

Jersey 

JE4 8YJ 

Tel: +44 (0)1534 605600 

Fax: +44 (0)1534 605605 

Contact: Ian Osborn/Nigel Greenwood 

E-mail: Ian.Osborn@efgoffshore.com 

Nigel.Greenwood@efgoffshore.com 

Web: www.efgoffshore.com 

Elysium Fund management Ltd 

PO Box 650 

1st Floor 

Royal Chamber 

St Julian’s Avenue 

St Peter Port 

Guernsey 

GY1 3JX 

Tel: +44 (0)1481 810100 

Fax: +44 (0)1481 810120 

Contact: Joanna Duquemin Nicolle 

E-mail: elysium@elysiumfundman.com 

Web: www.elysiumfundman.com 

Europlan Fund Administrators Ltd 

International House 

41 The Parade 

St Helier 

Jersey 

JE2 3QQ 

Tel: +44 (0)1534 505800 

Fax: +44 (0)1534 505805 

Contact: Andrew Mason 

E-mail: andrew@efa.je 

Web: www.efa.je 

Hawksford Trust company Jersey Ltd 

15 Esplanade 

St Helier 

Jersey 

JE1 1RB 

Tel: +44 (0)1534 740000 

Fax: +44 (0)1534 740074 

Contact: Colin Borman 

Charles Millard-Beer 

E-mail: colin.borman@hawksford.com 

charles.millard-beer@hawksford.com 

Tel: +44 (0)1534 740261 

+44 (0)1534 740260 

E-mail: info@hawksford.com 

Web: www.hawksfordinternational.com 

Heritage corporate Services Ltd 

Heritage Hall 

PO Box 225 

Le Marchant Street 

St Peter Port 

Guernsey 

GY1 4HY 


Tel: +44 (0)1481 716000 

Fax: +44 (0)1481 730617 

Contact: Mark Huntley 

E-mail: mark.huntley@heritage.co.gg 

Web: www.heritage.co.gg 

DIRECTORy

Local expertise. 

International reputation. 

CAYMAN ISLANDS | GUERNSEY | HONG KONG | JERSEY | LONDON 

Mourant Ozannes is one of the leading offshore 

law firms. We advise on the laws of the Cayman 

Islands, Guernsey and Jersey. 

Mourant Ozannes was one of the founding 

members of the Channel Islands Stock Exchange 

(CISX) providing listing services for funds, 

Eurobonds, debt and other specialist securities. 

mourantozannes.com/listings


HSbc Securities Services 


PO Box 208 

Arnold House 


St Peter Port 

Guernsey 

GY1 3NF 

Tel: +44 (0)1481 707000 

Fax: +44 (0)1481 726275 

Contact: Sue Saunders 

E-mail: sue.saunders@gg.hsbc.com 

Web: www.afsfunds.com 

IFG corporate Services Ltd 

IFG House 

15 Union Street 

St Helier 

Jersey 

JE1 1FG 

Tel: +44 (0)1534 714500 

Fax: +44 (0)1534 767787 

E-mail: info@ifgtrust.je 

Ipes 

1 Royal Plaza 

Royal Avenue 

St Peter Port 

Guernsey 

GY1 2HL 

Tel: +44 (0)1481 713843 

Fax: +44 (0)1481 715219 

Contact: Maxine Robins 

E-mail: maxine.robins@ipes.com 

Web: www.ipes.com 

Intertrust Fund Services (Guernsey) Ltd 

PO Box 119 

Martello Court 

Admiral Park 

St Peter Port 

Guernsey 

GY1 3HB 

Tel: +44 (0)1481 211000 

Fax: +44 (0)1481 211001 

Web: www.intertrustgroup.com 

Jpm Administration Services (cI) Ltd 

1st Floor 

Les Echelons Court 

Les Echelons 

South Esplanade 

St Peter Port 

Guernsey 

GY1 1AR 

Tel: +44 (0)1481 703713 

Fax: +44 (0)1481 703601 

Contact: Linda Ogier 

E-mail: linda.ogier@jpmorgan.com 

JTc Listing Services Ltd 

PO Box 1075 

Elizabeth House 


St Helier 

Jersey 

JE4 2QP 

Tel: +44 (0)1534 700000 

Fax: +44 (0)1534 700007 

E-mail: jersey@jerseytrust.com 

Contact: Miranda Lansdowne 

Lisa Le Gresley 

Paul Smith 

Tel: +44 (0)1534 700103 

+44 (0)1534 700121 

+44 (0)1534 702410 

E-mail: miranda.lansdowne@jerseytrust.com 

lisa.legresley@jerseytrust.com 

paul.smith@jerseytrust.com 

kleinwort benson 

(channel Islands) Ltd 

PO Box 44 

Admiral Park 

St Peter Port 

Guernsey 

GY1 3BG 

Tel: +44 (0)1481 727111 

Fax: +44 (0)1481 728317 

Contact: Carol Tennant 

E-mail: carol.tennant@kbci.com 

Web: www.kbci.com 

kpmG 

Guernsey 

PO Box 20 

20 New Street 

St Peter Port 

Guernsey 

GY1 4AN 

Tel: +44 (0)1481 721 000 

Fax: +44 (0)1481 722 373 

Contact: Ashley Paxton 

Rob Hutchinson 

E-mail: ashleypaxton@kpmg.guernsey.gg 

rahutchinson@kpmg.guernsey.gg 

Web: www.kpmg.guernsey.gg 

Jersey 

PO Box 453 

5 St Andrews Place 

Charing Cross 

St Helier 

Jersey 

JE4 8WQ 

Tel: +44 (0)1534 888 891 

Fax: +44 (0)1534 888 892 

LcF Edmond de Rothschild (cI) Ltd 

Suite D4 

Hirzel Court 

St Peter Port 

Guernsey 

GY1 2NH 

Tel: +44 (0)1481 716336 

Fax: +44 (0)1481 714416 

Contact: John Falla 

E-mail: johnf@lcfci.com 

Web: www.lcfci.com 

Legis Fund Services Ltd 

PO Box 91 

Legis House 

11 New Street 

St Peter Port 

Guernsey 

GY1 3EG 

Tel: +44 (0)1481 726034 

Fax: +44 (0)1481 712167 

Contact: Valerie Goodwin 

Patricia White 

E-mail: fund.enquiries@legisgroup.com 

Web: www.legisgroup.com 

man Fund management 


First Floor, Suite One 

Albert House 

South Esplanade 

St Peter Port 

Guernsey 

GY1 1AJ 

Tel: +44 (0)1481 740580 

Fax: +44 (0)1481 740608 

Contact: Philip Bodman 

E-mail: pbodman@maninvestmentproducts.com 

Web: www.maninvestmentproducts.com 

moore management Ltd 

Ground Floor 

Liberation House 

Castle Street 

St Helier 

Jersey 

JE2 3AT 

Tel: +44 (0)1534 822500 

Fax: +44 (0)1534 616900 

Contact: Emma Thomson 

E-mail: info@mooremanagement.co.uk 

Web: www.mooremanagement.net 

morgan Sharpe 

Administration Limited 

PO Box 327 

Isabelle Chambers 

Route Isabelle 

St Peter Port 

Guernsey 

GY1 3TX 

Tel: +44 (0)1481 735540 

Fax: +44 (0)1481 711605 

Contact: Serena Tremlett 

E-mail: serena@morgansharpe.com 

Web: www.morgansharpe.com 


DIRECTORy


DIRECTORy 


mourant Ozannes Securities Ltd 

PO Box 186 

1 Le Marchant Street 

St Peter Port 

Guernsey 

GY1 4HP 

Tel: +44 (0)1481 723466 

Fax: +44 (0)1481 727964 

Contact: Advocate David Moore 

E-mail: david.moore@ozannes.com 

Web: www.mourantozannes.com 

Newhaven Trust company 

(channel Islands) Ltd 

PO Box 212 

One Lefebvre Street 

St Peter Port 

Guernsey 

GY1 4JE 

Tel: +44 (0)1481 710424 

Fax: +44 (0)1481 713112 

Contact: David Gough 

E-mail: david.gough@newhaventrust.net 

Web: www.newhaventrust.net 

Northern Trust International 

Fund Administration Services 


PO Box 255 

Trafalgar Court 

Les Banques 

St Peter Port 

Guernsey 

GY1 3QL 

Tel: +44 (0)1481 745001 

Fax: +44 (0)1481 745051 

Contact: Vic Holmes 

Ogier corporate Finance Ltd 

Jersey 

Ogier House 

The Esplanade 

St Helier 

Jersey 

JE4 9WG 

Tel: +44 (0)1534 504270 

Fax: +44 (0)1534 504444 

Contact: Chris Byrne 

E-mail: jsy@ogier.com 

Web: www.ogier.com 

Guernsey 

Ogier House 


St Peter Port 

Guernsey 

GY1 1WA 

Tel: +44 (0)1481 737150 

Fax: +44 (0)1481 721575 

Contact: Roger Le Tissier 

E-mail: gsy@ogier.com 

Web: www.ogier.com 

praxis Fund Services Ltd 

PO Box 296 

Sarnia House 

Le Truchot 

St Peter Port 

Guernsey 

GY1 4NA 

Tel: +44 (0)1481 737600 

Fax: +44 (0)1481 710511 

Contact: Chris Gambrell 

E-mail: chris.gambrell@pfs.gg 

Web: www.pfs.gg 

Richmond corporate Limited 

Richmond House 

St. Julian’s Avenue 

St Peter Port 

Guernsey 

GY1 1GZ 

Tel: +44 (0)1481 747961 

Fax: +44 (0)1481 728868 

Contact: Tony Link 

E-mail: tony.link@richmondgroup.uk.com 

Web: www.richmondgroup.uk.com 

Sanne Registrars Ltd 

PO Box 539 


St Helier 

Jersey 

JE4 5UT 

Tel: +44 (0)1534 722787 

Fax: +44 (0)1534 769770 

E-mail: enquiry@sannegroup.com 

Web: www.sannegroup.com 

State Street capital 

markets Services (Jersey) Ltd 

PO Box 87 

22 Grenville Street 

St Helier 

Jersey 

JE4 8PX 

Jersey 

Tel: +44 (0)1534 609 290 

Contact: Gareth Essex-Cater 

E-mail: Gareth.essexcater@ais.statestreet.com 

Web: www.statestreet.com 

London 

Tel: +44 (0)20 7469 8180 

Contact: Jason Bingham 

E-mail: jason.bingham@ais.statestreet.com 

Web: www.statestreet.com 

Stonehage Fund Services Ltd 

No. 2 The Forum 

Grenville Street 

St Helier 

Jersey 

JE1 4HH 

Tel: +44 (0)1534 823000 

Fax: +44 (0)1534 823004 

E-mail: stonehagefundservices@stonehage.com 

Web: www.stonehage.com 

Volaw corporate Finance Ltd 

Templar House 

Don Road 

St Helier 

Jersey 

JE1 2TR 

Tel: +44 (0)1534 500400 

Fax: +44 (0)1534 500450 

Contact: Mr. Robert Christensen, 

Managing Director, 

Volaw Trust Company 

E-mail: rchristensen@volaw.com 

Web: www.volaw.com 

Walkers capital markets Ltd 

Walkers House 

PO Box 72 

28 - 34 Hill Street 

St Helier 

Jersey 

JE4 8PN 

Tel: +44 (0)1534 700886 

Fax: +44 (0)1534 700800 

Contact: Ewa Grudzinska 

Nigel Weston 

E-mail: ewa.grudzinska@walkersglobal.com 

nigel.weston@walkersglobal.com 

Web: www.walkersglobal.com 

Whitmill Trust company Ltd 

First Floor 

17 The Esplanade 

St Helier 

Jersey 

JE1 1WT 

Tel: +44 (0)1534 886100 

Fax: +44 (0)1534 887081 

Contact: Don Wijsmuller 

E-mail: don@whitmill.com 

Web: www.whitmill.com 

Winterflood Securities Ltd 

The Atrium Building 

Cannon Bridge 

25 Dowgate Hill 

London 

EC4R 2GA 

Tel: +44 (0)20 7621 0004 

Fax: +44 (0)20 7623 9482 

E-mail: enquiries@wins.co.uk 

Web: www.wins.co.uk 

www.bondscape.net

Global Opportunities 

in Wealth Management 

and Trust 

AP Executive is a global recruitment partner and national supporter for Switzerland and Liechtenstein for the Society of Trust and Estate 

Practitioners (STEP). Visit our website or contact one of our consultants for a confidential discussion about your recruitment needs. 

Gina Le Prevost, Chief Exec 

(+41) 22 807 2022 

gina@apgroupglobal.com 

Trust & Fiduciary • Family Office • Private Banking • Legal • Investment Management 

Accounting • Corporate Services • Insurance 

Guernsey 

(+44) 1481 715700 

www.ap-executive.com 

Jersey 

(+44) 1534 729314 

Mike Bonsall, Manager 

(+44) 1481 743077 

mike.bonsall@ap-executive.com 

London 

(+44) 20 7796 9458 

Cyprus 

(+357) 22 817817 

Geneva 

(+41) 22 807 2020 

Claire Hopkinson, Manager 

(+44) 1534 753014 

claire.hopkinson@ap-executive.com 

Zurich 

(+41) 44 214 6621

A Fresh Perspective. 

Experience the difference of a highly personalised exchange service 

with a pragmatic approach and swift, expert response. 

www.cisx.com

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