Legal Services Jersey Investment Funds - Ogier

Page created by Dean Brown
 
CONTINUE READING
Legal Services Jersey Investment Funds - Ogier
Legal Services
Jersey Investment Funds
Legal Services Jersey Investment Funds - Ogier
A leading firm in
the field of
investment
funds.
Legal 500 UK, Jersey, Investment Funds, 2019

Contents
Focused on funds                3
Jersey is the funds location of
choice                          4
Supporting the full fund
lifecycle                       6
Real estate funds               8
Private equity funds            10
Hedge Funds                     12
Regulatory Services             13
Contacts                        14
Legal Services Jersey Investment Funds - Ogier
Legal Services

Focused on funds
We work with the top managers with
established track records as well as
the most innovative and
entrepreneurial new ventures entering
the market.

Long established as a leading firm    Ogier has extensive experience of      Very strong
in Jersey, Ogier has developed        working on managing complex
specific expertise in institutional   structures. Our knowledge of the
                                                                             technician with style
and professional investor funds.      regulatory framework enables us        too.
                                      to add value to our clients and        Client feedback on
We are best known for our             onshore advisers.                      Niamh Lalor, 2018
expertise in the structuring and
establishment of alternative          We advise funds listed on stock
investment funds including:           exchanges such as The
                                      International Stock Exchange           He is extremely
 Private equity funds                 (TISE), the London Stock Exchange      collegiate and
                                      (including the Main Market, AIM
 Real estate funds
                                      and the SFM) and Euronext,
                                                                             client-oriented.
 Infrastructure funds
                                      Netherlands, as well as structures     Client feedback on
 Mezzanine funds                      listed on other European and non-      Richard Daggett,
 Listed funds                         European exchanges.                    2018
 Open-ended fund structures,
 including hedge funds                Our expertise covers IPOs, listed
                                      company structures, and all
                                      aspects of fund structuring, as well   A really strong
We work with some of the biggest
and most well-established names
                                      as carry and employee                  client-friendly lawyer
                                      incentivisation arrangements.
in the investment management                                                 who churns out the
sector, but also some of the most     We also assist fund managers in        goods at all hours to
cutting edge start-ups.               relation to their own physical         get the deal done.
                                      relocation to Jersey, and the          Client feedback on
We have also worked on a              separate licensing requirements.
significant number of new funds                                              Emily Haithwaite,
for investment managers who                                                  2019
have spun out of larger firms or
investment banks.

                                                                               Jersey Investment Funds 03
Legal Services

                             Jersey is the funds location of
                             choice
                             The funds jurisdiction that balances
                             innovation, a long track record, and a
                             robust and stable regulatory
                             environment.

       Ogier continues to    Jersey's funds industry has seen      Our team has:
                             steady growth in recent years -        Worked with Jersey Finance on a
       provide excellent     figures from the regulator show        strategic analysis of the future
       service for           that as of March 2018 the total net    direction of Jersey’s finance
       investment funds      asset value of funds under             industry
       related work,         administration had reached £281        Worked with the Jersey Financial
                             billion, with a 36% rise in value
       including novel and   over five years.
                                                                    Services Commission in respect
                                                                    of Jersey’s updated regulations
       complex fund-like
                                                                    and codes to implement AIFMD
       structured            Ogier is at the forefront of
                                                                    Been involved with a working
       transactions.         developments in the Jersey funds
                             regime.                                group which implemented
       IFLR, Jersey,                                                Jersey's new Private Funds
       Investment Funds,                                            regime
                             Members of our team have
       2018                  assisted the States of Jersey in       Played a key role in leading
                             drafting and amending the laws         Jersey’s response in relation to
                             relating to investment funds and       UK and global tax issues
                             advised Jersey Finance on aspects      Been part of working groups
       They are a very       of proposed changes to local and       related to Jersey’s certified funds
       strong firm and       international regulation including     codes and related prospectus
       showed a dynamic      the Alternative Investment Fund        order
                             Managers Directive and the             Involved in a working group
       and commercial        introduction of the Jersey Private     considering changes to the
       approach which was    fund regime as well as related         Limited Partnerships (Jersey)
       very helpful. They    regulatory changes in the UK, the      Law 1994
                             US and EU, and related tax
       really know their
                             changes. Partner Niamh Lalor
       stuff.                heads the Jersey Funds
       Chambers Global       Association's legal and technical
       2018                  committee.

                             In July 2016 the European
                             Securities and Markets Authority
                             (ESMA) concluded that there are
                             no significant obstacles impeding
                             the application of the AIFMD
                             passport to Jersey, being one of
                             only five jurisdictions so far to
                             achieve an unqualified
                             assessment.

04 Jersey Investment Funds
Niamh Lalor
Head of Jersey Investment Funds

       Very responsive and very good
       at dealing with clients.
       Client feedback,
       Chambers and Partners, 2018

                                       Jersey Investment Funds 05
Legal Services

                             Supporting the full fund
                             lifecycle
                             We provide a one-stop shop for
                             investment fund managers and their
                             advisers and counsel.

       They are a            Our investment funds team sits         Our services include:
                             alongside our highly-rated              Fund formation and ongoing
       formidable team       corporate and commercial and            fund operation, including
       that provides great   dispute resolution teams. This          regulatory advice
       advice and good       interdisciplinary expertise provides    Management/carried interest
       value                 a particular advantage when             structures
                             advising on hybrid structures,
       for money.            limited liquidity funds for hedge       Portfolio company acquisitions
       Chambers, Jersey,     fund clients, and closed-ended          and disposals
       Investment Funds,     funds with bespoke features, as         Secondary transactions
       2018                  well as in respect of specific fund     Listings: advice in relation to the
                             terms and in case of disputes.          listing of funds as well as the
                                                                     listing of private equity
                             We have a responsive, partner-led       investments
       Very high quality,    team of specialist lawyers and          Finance: advice in relation to
       always consistent     offer scalability of resource to        borrowing by private equity,
                             match your needs. We have one
       and prompt to         of the largest investment funds
                                                                     mezzanine and real estate funds
                                                                     (acting for both borrowers and
       respond.              teams in Jersey and will resource       lenders)
       IFLR 1000, Jersey,    your transaction with the
                                                                     Real estate: acquisitions and
       Investment Funds,     appropriate team based on your
                             individual requirements.                disposals by real estate funds
       2019                                                          Dispute resolution: advice in
                                                                     relation to management and
                                                                     investor disputes

06 Jersey Investment Funds
Bletchley Park Asset Management
                        Ogier’s Jersey and Hong Kong teams
                        assisted as legal counsel to Bletchley
                        Park Asste Management on the
                        launch of its first cryptocurrency
                        fund.

We are pleased          BPAM was founded by Lewis       Kate and Emily are part of
to have been able       Fellas, a former portfolio      Ogier’s dedicated Digital,
                        manager at the Harvard          Blockchain and Fintech team
to assist BPAM on       Management Company, and         established to assist clients
the launch of its       Ronnie Potel, formerly an       operating or investing in
cryptocurrency fund,    executive for Morgan Stanley.   businesses in the Fintech sector
which involved advice                                   and clients implementing
on Cayman and           The Fund, structured as a       investment strategies and
                        Cayman Islands master           developing businesses involving
Jersey law from the     feeder fund structure and       cryptocurrencies, digital assets
Asian and European      registered with CIMA, is        and blockchain technology.
timezones.              credited with being one of
Kate Hodson, Partner    the few institutional quality   Ogier also acted for BPAM
                        cryptocurrency funds at the     on its licensing application in
                        time of its launch.             Jersey and helped it to obtain a
                                                        licence to conduct fund services
                        Ogier partners Kate Hodson      business.
                        and Emily Haithwaite advised
                        on the Cayman and Jersey
                        law elements of the launch
                        respectively.

                                                             Jersey Investment Funds 07
Legal Services

                              Real estate funds
                              We have significant experience in
                              relation to complex asset-holding
                              structures including real estate and
                              other alternative investment funds.

       They have a large      Some of the most high-profile real     Our services include:
                              estate transactions of recent years     The establishment, structuring
       team dedicated to      have involved vehicles established      and regulation of a wide variety
       investment funds       in the jurisdictions in which we        of real estate investment
       and a high degree of   advise. We frequently see property      structures including companies,
       partner involvement.   unit trusts, limited partnerships       limited partnership and unit
                              and companies used for such             trusts
       IFLR 1000, Jersey,     property holding structures.            Multi-party (including funds),
       Investment Funds,
                                                                      joint venture and single investor
       2019                   Advantages for those using such         structures
                              vehicles include the ability to sell
                              interests in the real estate holding    The sale and acquisition of real
                              structure free of stamp duty or         estate investment structures and
                              stamp duty land tax charges             vehicles
                              (SDLT). A well-structured               Development projects (including
                              acquisition can reap rewards            innovative costs funding
                              several years down the line on an       mechanisms)
                              exit, with SDLT savings being a         On-going legal services to real
                              great attraction to potential           estate investment structures
                              bidders.

                                                                     Ogier has acted for:
                                                                      Knight Frank in connection with
                                                                      the launch of a Jersey Expert
                                                                      Fund with a target size of £500m
                                                                      to invest in UK real estate
                                                                      Paloma Capital LLP in
                                                                      connection with the launch of a
                                                                      Jersey Private Placement Fund
                                                                      with a target size of £150m to
                                                                      invest in UK real estate
                                                                      AEW Value Investors Asia II,
                                                                      which raised $590.2 million,
                                                                      advised by our teams in Jersey
                                                                      and Luxembourg

08 Jersey Investment Funds
Index Ventures
                        Ogier has acted as Jersey legal
                        adviser for Index Ventures in relation
                        to the establishment of Index
                        Ventures Growth IV.

The successful fund     The establishment of Index          The funds are expected to split
raising demonstrates    Ventures Growth has raised $1       their investments between
                        billion to invest in later-stage,   the US and Europe, and have
Index Ventures’         growth rounds, and Index            again been backed by pension
position as a leading   Ventures IX, which recently         funds, college endowments,
venture capital         closed at €650 million to put       funds of funds and non-profit
group and is another    into earlier rounds for smaller     organisations.
example of the          start-up companies.
                                                            Partner Niamh Lalor led the
high calibre of fund    This latest $1.65 billion from      Ogier Jersey team assisted
managers that           Index is a significant increase     by senior associate Joanna
continue to choose      in fund size on its previous        Christensen, counsel Sophie
Jersey to domicile      growth and venture fund close       Reguengo and associate Dan
their investment        (in 2016 it raised $550 million     Whalen.
                        for venture and €650 million for
funds.                  growth), which will enable Index
Niamh Lalor, Partner    Ventures to take advantage of
                        increasingly sophisticated and
                        international start-ups.

£1.65 bn                             Increase in fund size

                                                                 Jersey Investment Funds 09
Legal Services

                               Private equity funds
                               Our private equity team has been
                               involved in some of the most
                               noteworthy private equity deals
                               across five key jurisdictions of choice.

       The team has            Our team has a long track record      Ogier has acted for:
                               of advising private equity clients     Intermediate Capital Group PLC
       proven it is the most   on a wide range of transactions,       in relation to the establishment
       responsive legal        and we have been involved in           of its tenth Jersey fund, ICG
       outfit, which           some of the largest and most           Europe Fund VI, which raised
       provides clients with   complex deals in our jurisdictions.    €2.5 billion at first close
       a valuable edge.        Ogier has long-established
                                                                      The Luxembourg and Jersey
                                                                      combined fund and portfolio
       Legal 500, Jersey,      relationships with private equity,     structuring needs for a suite of
       Investment Funds,       real estate, mezzanine and             private equity funds managed by
       2019                    infrastructure managers, as well as    a leading mid-market European
                               a leading reputation among             private equity manager who has
                               intermediaries.                        raised aggregate capital
                                                                      commitments of Euro +4 billion
       Ogier is a very good    Ogier's key private equity
                                                                      Caledonia Investments plc on its
       firm with a client-     clients include:
                                                                      £118 million acquisition from LGV
       focused attitude          Apollo
                                                                      Capital of The Liberation Group,
                                Ares Management                       the Channel Islands' market
       Chambers UK,
                                Beacon Capital Partners               leading pub, restaurant and
       Jersey, Investment                                             drinks business
                                Blackstone
       Funds, 2019                                                    Jurys Inn Holdings Limited on the
                                Blakeney
                                                                      £680m sale of the Jurys Inn hotel
                                Capvest
                                                                      group to Lone Star
                                Carlyle
                                                                      Sky on the sale of an 80% stake
                                Cinven                                in Sky Bet, to funds advised by
                                Ethos Private Equity                  CVC Capital Partners and
                                Index Ventures                        members of the Sky Bet
                                                                      management team
                                IK Investment Partners
                                                                      All-Stars’ investment in Xiaomi
                                Lombard Odier Asset                   Corporation in relation to the
                                Management                            establishment and offering of
                                Marwyn                                All-Stars XMI Limited as a private
                                Morgan Stanley Real                   equity fund raising vehicle
                                Pacific Equity Partners               investing in a US$1.1 billion
                                                                      capital raising by Xiaomi
                                Schroder Adveq                        Corporation by way of series F
                                TH Real Estate                        financing
                                Welcome Trust
                                X2 Resources
10 Jersey Investment Funds
Emily Haithwaite
Partner, Jersey Investment Funds

       Praised by market
       commentators for her
       knowledge of the private
       equity sector.
       Client feedback,
       Chambers and Partners, 2018

                                     Jersey Investment Funds   11
Legal Services

                              Hedge Funds
                              Favourable tax and regulatory
                              environments, the positive ESMA
                              verdict and the ease of the NPPR
                              regime for marketing into the EU are
                              key selling points for Jersey.

       The Ogier team are     Jersey is earning a strong            The positive Moneyval report and
                              reputation beyond fund                ESMA’s positive recommendation
       highly skilled and     structuring and administration        of Jersey for the extension of the
       take a well thought    into being a location for hedge       AIFMD marketing passport into
       out and pragmatic      fund managers to physically base      Europe have both had an impact
       approach to any        their operations.                     in terms of offering certainty and
                                                                    confidence.
       issues which arise     Leading managers including
       over the course of a   Brevan Howard, BlueCrest and          Jersey is attractive because it
       deal.                  Systematica Investments have          adheres to and is an early adopter
       IFLR, Jersey,          already chosen to relocate            of international standards. It has
                              significant parts of their            received a positive report from
       Investment Funds,      operations to Jersey, and a           Moneyval ahead of most other
       2018                   significant number of other           international finance centres.
                              investment managers are in            Jersey is also a signatory to the
                              varying stages of discussion with a   OECD's BEPS initiative.
                              view to relocating.
       They are willing to
       spend time on joint    Access to EU investors via member
       business               states' National Private Placement
       development            Regimes (NPPR) is popular and
                              cost effective and offers certainty
       initiatives and        against a backdrop of Brexit, while
       ensure we are up to    the final delivery of the third
       date on relevant       country passports is pending.
       legal developments.
       IFLR 1000, Jersey,
       Investment Funds,
       2019

12 Jersey Investment Funds
Legal Services

Regulatory Services
The regulatory environment is
increasingly complex and often fast-
changing for regulated businesses.

We have long-standing and             We deal with:                       Responsive,
professional relationships with        Anti-bribery and corruption
industry regulators not just in
                                                                          thorough and
                                       Anti-money laundering (AML)        friendly. No
Jersey but also in our other           and reporting obligations
jurisdictions: the BVI, Cayman                                            weaknesses come to
Islands, Guernsey and                  Authorisation, licensing and
                                       registration                       mind.
Luxembourg.
                                       Compliance with relevant codes     IFLR, Jersey,
Our multi-disciplinary team can        of practice                        Investment Funds,
help you navigate these                Cross border distributions         2018
increasingly regulated                 Cross border investigations and
environments through each stage        enforcement
in the business lifecycle: start up
and relocation, operation,             Data protection/EU General         Her advice is clear,
expansion and change.                  Data Protection Regulation         to the point and
                                       (GDPR)
                                                                          easy to understand. I
Prevention of issues is preferable     Financial services regulation
but where things have gone             (banking, investment services,     take great
wrong, we provide effective            funds and trusts)                  confidence from her
solutions to clients including         Regulatory training and audit      knowledge.
banks, major corporates,               Relocation of managers to Jersey   Client feedback on
investment managers, fund
administrators, trust companies        Risk management and                Sophie Reguengo
and private clients.                   compliance
                                       Sanctions

                                                                           Jersey Investment Funds 13
Legal Services

                             Contacts

                             Niamh Lalor                       Simon Schilder
                             Partner                           Partner, Ogier Legal L.P.
                             T +44 1534 514210                 T +44 1534 514298
                             M +44 7797 728454                 M +44 7797 862907
                             niamh.lalor@ogier.com             simon.schilder@ogier.com

                             Emily Haithwaite                  Richard Daggett
                             Group Partner, Ogier Legal L.P.   Partner
                             T +44 1534 514072                 T +44 1534 514071
                             M +44 7797 825183                 M +44 7797 920307
                             emily.haithwaite@ogier.com        richard.daggett@ogier.com

                             Sophie Reguengo                   Alexandra O'Grady
                             Counsel                           Senior Associate
                             T +44 1534 514122                 T +44 1534 514081
                             sophie.reguengo@ogier.com         alexandra.o'grady@ogier.com

14 Jersey Investment Funds
Legal Services

Joanna Christensen             Tatiana Collins
Senior Associate               Senior Associate
T +44 1534 514127              T +44 1534 514426
joanna.christensen@ogier.com   tatiana.collins@ogier.com

Amy Garrod                     Alan Stirling
Senior Associate               Senior Associate
T +44 1534 514022              T +44 1534 514217
amy.garrod@ogier.com           alan.stirling@ogier.com

Daniel Whalen
Associate
+44 1534 514025
Daniel.Whalen@ogier.com

                                                           Jersey Investment Funds 15
Legal services in:       Ogier provides practical
British Virgin Islands   advice on British Virgin
Cayman Islands           Islands, Cayman Islands,
Guernsey                 Guernsey, Jersey and
Hong Kong                Luxembourg law through
Jersey                   our global network of
London                   offices. Ours is the only firm
Luxembourg               to advise on these five laws.
Shanghai                 We regularly win awards for
Tokyo                    the quality of our client
                         service, our work and our
                         people. Regulatory
                         information can be found
                         at ogier.com

ogier.com
You can also read