OFFICE DESCRIPTION

Guernsey Office

PO Box 56 Hirzel Court St Peter Port GY1 3BN

T: +44 (0)1481 755 600 F: +44 (0)1481 728 992 E: [email protected] OFFICE DESCRIPTION

OVERVIEW

Guernsey is one of the world’s premier offshore Guernsey is the leading captive insurance jurisdiction financial centres. Its constitutional status as a self- in Europe. Guernsey’s insurance sector comprises governing Crown dependency gives it full fiscal and pure captives and commercial insurers using flexible regulatory independence. Guernsey has proven vehicles such as protected cell companies and itself a stable jurisdiction on which business can rely incorporated cell companies to write an extensive whilst remaining flexible and responsive enough to range of business and protect against risk. Guernsey be able to evolve to meet changing requirements in is renowned internationally for its innovation and the offshore world. In addition, Guernsey offers the professionalism in this field. advantage of being in the same time zone as the UK and has frequent air links to the UK, and Guernsey has signed 60 Tax Information Exchange Geneva. Agreements (TIEAs) to date including 23 EU countries and 16 G20 countries. Guernsey has attracted a range of financial services businesses focussing on banking, investment funds, On the signing of Guernsey’s 50th TIEA in November fiduciary services, insurance and asset management. 2013, Pascal Saint-Amans, the OECD Head of Global As the finance industry has developed, a network of Policy, commented: sophisticated support services has evolved. A good example of this is the establishment of the Channel “Guernsey has been one of the most active Islands Securities Exchange (CISE) in 1998. In jurisdictions promoting transparency in practice. addition, Alderney has developed a world-class regime The number of TIEAs signed so far seriously for the regulation of internet gambling and is seen by enchances Guernsey’s reputation as a responsible many as a leader in the field. and transparent financial centre, as recognised by the Global Forum peer review.” International banking groups with head offices in Switzerland, Europe, the USA, the UK and elsewhere have established subsidiaries in Guernsey. Conducting business in Guernsey means dealing with leading international service providers as well as with independent boutique providers.

Guernsey is a leading fiduciary centre with over 50 years experience in supplying trust and corporate services. It has an excellent reputation for the provision of trust and foundation services to individuals and families as well as remaining a jurisdiction of choice for corporate settlors using trusts for the administration of pension schemes and employee share plans. Overall, there are some 80 active trust companies and 150 licensed fiduciary providers in Guernsey.

Guernsey is a premier location in which to conduct fund business and, in particular, alternative investments. The Island is home to a wide range of investment businesses including fund managers, custodians, administrators, investment advisors and stock brokers. It has experience in dealing with asset classes such as funds of hedge funds, private equity and property, using a wide range of investment vehicles including unit trusts, cellular companies and limited partnerships.

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LEGAL SERVICES

Our Guernsey practice provides our corporate, institutional and private clients a wide choice of services and jurisdictions, complementing our “Appleby is the only offshore UK offerings in Jersey and the . Appleby is the only firm which can offer clients exposure to the complete range of major firm which can offer offshore financial centres. clients exposure to Areas of Service: the complete range ■ Banking & Asset Finance of major offshore ■ Corporate Finance ■ Investment Funds financial centres.” ■ Insurance ■ Dispute Resolution ■ Private Client & Trusts

WHY APPLEBY

■ We have an unparalleled presence offshore. This means clients don’t have to manage a large group of advisers for complex, multi- jurisdictional matters and projects

■ We are an award winning team and have a track record of advising clients on the most complex and market leading deals and structures.

■ Our relationships with leading onshore firms are unrivalled which means clients access a truly cohesive approach to their matters that has both an onshore and offshore element  ■ We have a dedicated relationship programme with our counterparts in the leading onshore firms

■ We are the only law firm to have offices in all three Crown Dependencies

■ We have a growing reputation both locally and internationally

■ We offer a personal, efficient and trusted service to our clients.

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REPRESENTATIVE WORK Banking & Asset Finance

Blackstone Loan to Creganna Project Chalet

Appleby assisted Freshfields Acting as Guernsey and Isle Acting as Guernsey legal counsel Bruckhaus Deringer LLP on a of Man counsel to the lenders. for Lloyds Bank plc in connection major European mandate for Guernsey and Isle of Man with the financing of the private Blackstone, advising the New Obligors provided security (being equity funded management York Stock Exchange-listed in the form of share charges and buy-out of the Ogier Fiduciary private equity group on its debentures) in relation to a first Services business. Offshore law acquisition of a €1.8bn portfolio lien credit agreement (loan value firm Ogier sold its services arm of cross-border loans and US$210 million) and a second which has offices across Cayman swaps from the National Asset lien credit agreement (loan value Islands, London, Jersey, BVI Management Agency (NAMA) in US$90 million) and others to and Guernsey with an enterprise Ireland. receive the loans from Royal value estimated to be around Bank of Canada and others. £180 million.

Corporate Finance

Confidential Confidential Confidential

Advising an investment company Acting as Guernsey counsel for Advising in respect of a number on its complex acquisition and an investment company on its of share sales and CISE listings. restructuring transaction valued group reorganisation involving at an excess of $1.47 billion. over 30 entities.

Investment Funds

Market Tech Mansion Equity Confidential

Advising on the Guernsey Advising Mansion Equity Advising numerous private law aspects of Market Tech’s Investment Limited on an equity firms, club investors initial public offering and activist shareholder strategy in and sovereign wealth funds in admission to AIM, including connection with its significant relation to the structuring and all Guernsey corporate due investment in the Mansion establishment of or investment diligence, regulatory approvals Student Accommodation Fund, a into infrastructure funds, energy and associated transaction cell of The International Mutual focused funds and emerging management. Fund PCC Limited. market funds.

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REPRESENTATIVE WORK Cont’d Insurance

Towers Watson Sanlam Group The Carlyle Group L.P

Providing Guernsey law advice Advising the Sanlam Group on Acted as Guernsey counsel for on the structuring, establishment their establishment of Sanlam The Carlyle Group LP, in relation and licensing of the SPV and Guernsey, a cell of a Guernsey to a €5.4 billion fund into private the contractual arrangements protected cell company Kane PCC hire and transport provider, between the SPV and the Limited, licensed as an insurer Addison Lee. We provided pension scheme clients using the under the Insurance Business advice to Carlyle in respect of structure to hedge longevity risk. (Bailiwick of Guernsey) Law, all Guernsey elements of the 2002, as amended, in respect of transaction, including corporate a new offshore bond, the Sanlam due diligence and various Global Investment Plan. associated regulatory issues.

Dispute Resolution

Miriam Dervan and MD Robert Addison Alexander Jackson Events Ltd Acting for the lead defendant Advising on behalf of Miriam Appleby commenced a derivative in the Guernsey proceedings Dervan and MD Events regarding claim on behalf of an investment commonly known as the ‘Arch the settling on trust of Miriam fund (Tetragon, listed on Euronext Cru’ proceedings. Appleby Dervan’s entire shareholding Amsterdam) by a founder of the represented Robert Addison who and a payment by MD Events to fund against the fund’s directors was a director of the fund and the trust. Appleby commenced alleging numerous breaches of of the fund manager in London. an application to set aside the duty, conflicts of interest and The proceedings concern nine transfers so that the property breaches of the Authorised Fund separate claims in relation to could be returned to Ms Dervan Rules. investments made by the fund. and MD Events.

Private Client & Trusts & Contentious Trusts

Confidential Confidential Confidential

Advising and establishing a Acting for the trustees of a very Advising an international trust Foundation for an ultra-high net high net worth family with two company who are being actioned worth Latin American family trusts in Guernsey in connection in relation to a commercial asset with a very diverse portfolio with complex applications to sold out of the trust structure of business interests across Court to vary the terms of the (with various sub funds); most of Latam and Europe. The trusts. including counter claims and the Foundation documentation was associated Beddoes advice. very bespoke that had to meet the specific and complex multi- generational family needs.

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AWARDS & RECOGNITIONS

■ STEP Private Client Awards – International Legal Team of The Year 2014/15 ■ Ranked as one of the world’s largest providers of offshore legal services by partner numbers in The Lawyer’s 2013 Offshore Survey

CONTACT US

Wendy Benjamin Richard Field Group Partner Partner Corporate Guernsey +44 (0) 1481 755 603 +44 (0) 1481 755 610 [email protected] [email protected]

Jeremy Berchem Richard Sheldon Group Partner Group Partner Corporate Dispute Resolution +44 (0)1481 755 601 +44 (0)1481 755 904 [email protected] [email protected]

Andrew Harding Anthony Williams Group Partner Partner Corporate Dispute Resolution +44 (0)1481 755 606 +44 (0)1481 755 622 [email protected] [email protected]

Alison MacKrill Group Partner Private Client & Trusts +44 (0)1481 755 906 [email protected]

6 ABOUT APPLEBY

Appleby is one of the world’s leading offshore law firms. The Group has offices in the key offshore jurisdictions of , the , the , Guernsey, Isle of Man, Jersey, , and , as well as a presence in the international financial centres of Hong Kong and Shanghai.

With over 470 people, including lawyers and professional specialists, across the Group, Appleby delivers sophisticated, specialised services, primarily in the areas of Corporate, Dispute Resolution, Private Client and Trusts, Regulatory and Property. The Group advises public and private companies, financial institutions, and high net worth individuals, working with these clients and their advisers to achieve practical solutions, whether in a single location or across multiple jurisdictions.

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