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GIBRALTFebA/March/RApril 2015 I NTER NATIONAL F I N A N C E n I N V E S T M E N T n B U S I N E S S
Listing on GSX, Gibraltar’s new stock exchange
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www.gibraltarinternational.com Gibraltar International 3 Feb/March/April 2015 Volume 21/ Number 1
Contents News p6 Accountancy p20 Tax agreements in ‘fair play’ bid to neuter black lists A head for figures Stock Exchange p8 eCommerce p22 Listing on GSX, Gibraltar’s new exchange Balancing benefits and risks for supporting crypto currencies Regulation p10 Swift-to-market enabling decisions can also News p25 mean a fast license ‘no’ Clash over central information sharing scheme Philanthropy p14 Business p26 The Philanthropic Rock Ready, Steady, Start-Up! Profile p16 Business round up p28 Unforgiving focus on priorities gets results Editorial Comment Maintaining EU connections provides 2015 challenge
he concept of ‘fair play’ is very much a British thing, so we therefore having a shared policy and acceptance of each other – hope to gain by should perhaps be unsurprised that various countries around the adopting discriminatory tax measures; perhaps to appease Spain’s ideological world seem oblivious to the idea – and feel able to change the and political campaign over ‘ownership’ of The Rock. Tgame – ignore it even – whenever the opportunity arises. Such is There’s hope too of establishing Double Taxation Agreements with the situation British Gibraltar finds itself in when dealing with various several countries to ease doing business with Gibraltar companies in some countries over tax. situations, which must be good news for this New Year. More than two years ago, the then financial services minister told me But 2015 holds other challenges for the finance and gaming sectors that of his expectation for the imminent removal of this jurisdiction from a account for nearly half of Gibraltar’s economy. Public disclosure of beneficial handful of countries’ so-called tax ‘black lists’, a hangover from the deroga - interests in companies, and maybe also trusts, is a looming issue with Gibraltar tory ‘offshore tax haven’ label of yesteryear. In 2015, Gibraltar still holding out against a centralised registry amid security and legal concerns. That “expects” to make progress according to the present Minister, Albert Isola, position mirrors the ones taken by Bermuda and Cayman Islands recently in to end this discriminatory practice. going against UK Prime Minister David Cameron’s call for Overseas Territories Italy has been high on the target list and – like a half dozen or so other (OTs) to also establish central public registers. Unlike other OTs however, countries - still has not yet fully accepted that The Rock’s record and Gibraltar as part of the EU, could be forced to adopt such measures if present preparedness for tax transparency is amongst the highest in the world; the plans to extend the Anti-Money Laundering Directive are passed by the OECD rates Gibraltar tax information exchange performance equal to the European Parliament this spring. UK and Germany, for example, and the territory was an early adopter in full A continuing issue in 2015 will be how Gibraltar will be affected should a of the EU Tax Information Exchange Agreement Directive. proposed UK referendum next year result in a move to leave the EU. This along Portugal too promised early remedial tax ‘black list’ action in 2012, with other EU-related matters – not least the edge given by being able to but then changed the game by implementing a different interpretation of ‘passport’ services throughout all 28 Member States – will be targets for the acceptable countries with a new formula relating to comparative planned Gibraltar lobbying office in Brussels from Spring. Gibraltar’s corporation tax rates that in theory would adversely affect Ireland, Malta, government is undertaking an in-depth economic analysis “in order to best cali - Luxembourg and other countries, but in practice is unfairly only applied to brate our response to such a potential challenge in the future”, as Chief Minister Gibraltar. Fabian Picardo, put it in a New Year message. It is hard to see just what these countries – all part of the EU and Ray Spencer
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Within the European Union Single Market 4 Gibraltar International www.gibraltarinternational.com News BBangorangor Business School – ExExecutiveecutive EducEducationation French TIEA not been signed. A DTA would CharteredCharterChartereded BankerBanker MBAMBA remove Gibraltar from the list. Tax agreements in ‘fair play’ However, DTAs present other difficul - ties. They work best where countries have a bid to neuter black lists similar type and level of taxation; the cake can be divided down the middle, each getting The OECD 2nd stage Peer Review of countries that operate “preferential” tax whatever is owed from the other. tax information exchange in practice, regimes with a higher level of taxation on Nevertheless, Isola revealed: “We are Cutting Edge and businesses from black listed countries. working extremely hard on DTAs - the private has judged Gibraltar “largely Portugal is an example, where companies sector is very keen on them - and we expect to compliant”, with just three aspects effectively are discouraged from doing have two under our belt in the first quarter of still to be remedied through law business with Gibraltar companies if they face 2015.” Asked if DTAs were necessary given Innovative Learning higher levels of taxation. the plethora of TIEAs, he observed: “I have changes this year. Greece, also within the EU where my own personal reservations, but I listen to multilateral tax information exchange applies the sector and I work with them closely and for the Financial Services Sector hat rating puts Gibraltar on a par with universally, has Gibraltar on its ‘black’ list. they believe there is good reason to go down the UK and Germany, but is in “It is sometimes argued that there is no actual this route.” T marked contrast to some other damage to Gibraltar companies caused by major financial services centres such as being on the list, but because it can DTAs client driven Luxembourg and British Virgin Islands, both be interpreted as a negative status, some One of the first DTAs is likely to be with the labelled “non-compliant”. By October businesses are put off dealing with our firms”, UK, because, as Isola explained: “When we Gibraltar had signed 135 tax information Jimmy Tipping, Gibraltar Finance director, speak to an EU country and say we would like exchange agreements (TIEAs) - 80 of which maintains. a DTA, they first ask whether we have one are active - with a total of 101 countries. Within the EU there should be no with the UK.” The case for DTAs is client Now Gibraltar is getting tough with barriers or impediments as in the case of driven; it is easier for Gibraltar businesses to countries that continue to have it on tax ‘black insurance companies passporting throughout say there are DTAs in place and there is also a lists’, and it is also pressing for a series of Europe. Sometimes it is more subtle; a network of international tax agreements. double taxation agreements (DTAs). particular benefit may not be available to A continuing concern is the possibility Local companies have identified six black listed countries. that the UK - and therefore Gibraltar also - countries as priority for a change in status. It is recognised that some countries may may leave the EU, something Isola believes Now Two – Estonia and Canada – have taken steps not realise that Gibraltar has tax agreements in will not happen. That didn’t stop Gibraltar’s to remove the Rock from, respectively, an place through the EU Directive and all Chief Minister, Fabian Picardo, telling BBC Recruiting unofficial black list and being classed as “a ambassadors have been alerted to Gibraltar’s Radio 4 listeners at the start of this year: “Of f non-qualifying” country. Romania has just strong TIEA record. course Gibraltar would always be able to or Spring ended Gibraltar’s black tax listing. survive, but I don’t think Gibraltar would be Over recent months, Gibraltar Finance – Changing stance able to thrive economically should we be 2015 the government-led marketing and promotion Although progress is being made, some coun - outside the EU as we are able to thrive today. arm – has written to 75 countries worldwide tries have introduced new discriminatory bar - “We can tell businesses from third BangorBangor UnivUniversityersitysity Business School is cconsistentlyonsistently rrankedanked in the world asking if they have a ‘black list’, whether riers. After a tax agreement was ratified with countries to come to Gibraltar to access the toptop 20 and number one UnivUniversityerersity in EurEuropeope fforoorr its Banking rresearchesearchch (Federal(Federal Gibraltar is on it and what more must be done Gibraltar, Portugal changed its stance, saying EU and create jobs here much as you might to be removed. The action forms part of a if a country has a tax rate less than half that of see is the case in the UK, where a Japanese car RReserveeserve Bank of St Louis/RePEc,Louis/RePEc,ePEc, 2015). TThehe school is also rrankedankeedd independentlyindependently in wider initiative to ensure Gibraltar gets Portugal, then it is ‘black listed’, so 50% of company might access the EU through a thethe top 25% of the UK business schools ffororor its Business and Management rresearchesearch treated equally in dealings with other Portugal’s corporate tax rate is 13½%, which production facility that creates jobs in the countries – a level playing field. compares with Gibraltar’s 10% level. EU”, Picardo pointed out. The idea that the (Times(Times Higher EducEducation,ation, 2015) As Financial Services Minister, Albert (However, other countries with similarly low UK might vote in 2016 to leave the EU he Isola, explained: “We still appear on black business tax rates – Ireland, Luxembourg and described as “an existential issue” for lists. Leaving Spain aside (which is totally Malta, for example - are not on the list!) Gibraltar. • SStudytudy the global, part-time-time Chartered Banker • Now reecruitingcruiting foorr Spring 2015 – early unfair), in November we came off the Estonia Minister Isola told Gibraltar The government is preparing an MBA and gain the dual award of a top MBA in enroolmentlment incentives and part funded and Canadian lists; we met with the Italian International : “It is a huge focus for us this economic study on the potential effect of loss BankingBanking and Finance with the No1. University in sscholarcholarships available foror selected routes Ambassador in December and expect in year to be treated fairly by the jurisdictions of EU status and what might be done, and February to come off that country’s list, that told us ‘if you enter into exchange of consulting with the Chamber of Commerce Europeope and Chartered Banker Institute • Faastst track routes foror those with professional and we’ve worked closely with the UK information mechanisms with us and ratify and the Small Business Federation. BBankinganking and Accountingounting qualifications government on [changing the situation in] them, we will remove you from the list’. We “But remember that in 2017 we will FOR MOREORE INFORMATIONINFORMAATIONTION AND Portugal and France.” do that – implement and ratify – and then they have automatic exchange of information with Countries previously classed as overseas start moving the goal posts to change things.” 54 countries and in 2018 another 34 in ENROLMENTENROLMENT CONTACT:CONTTAACT: tax havens usually meant being on a tax France, although not a priority at this addition, so we will have close to 90 countries Tel: +44 1248 365966 ‘black list’ - although few countries call them time, has a list that means Gibraltar in total and that has the world pretty much www..chartercharteredbankeermba.bangorrmba.bangor.ac.uk/admissions that - and Gibraltar lacked TIEAs with those companies face a higher withholding tax rate, covered”, Isola noted. jurisdictions; the lists apply generally in which would have been higher still had a Ray Spencer
6 Gibraltar International www.gibraltarinternational.com Stock Exchange
which the applicant intends to invest, or currently invests. Listing on GSX, Gibraltar’s l The Controllers of the applicant must be able to demonstrate their ability to act new exchange independently of any appointed investment manager of the applicant. By Joey Garcia, a Financial Services Partner at l The aggregate market value of the Units of ISOLAS and Chairman of the Gibraltar Funds & an applicant must be at least €1,000,000 or the foreign currency equivalent within 12 months Investments Association (GFIA). He was the advisor to of the applicant’s launch if the applicant is a GSX Limited through its authorisation process new Fund, or above €1,000,000 if the Fund has been active for more than 12 months. ith Listing Members market to investors looking for greater l Once listed, an applicant must continue to now signed up and transparency and visibility through an comply with all requirements of the CIS Wapproved, and listing EU listing. Code. applications being filed with The GSX portal allows investors to filter GSX Limited (GSX), interest is their searches by individual or multiple Application process: an outline turning towards the listing process itself. criteria in order to identify their preferred Typically, the fund will select a Listing What are the benefits and how does the listing choice of investments including geography, Member (who are approved by GSX, and process work? asset class, manager, and currency. listed on the GSX website). The Listing GSX was granted its authorisation to Over time, GSX plans to adopt a Member will manage the application process commence its operations as Gibraltar’s first graduated progression to a full service stock adhering to the application for admission to ever regulated stock exchange on the 10th exchange providing trading and execution listing set down in the CIS Code. October 2014 with the listings business services across a wide range of products, but The Listing Member is then responsible expected to commence during the first quarter not limited to debt and equities. for dealing with GSX on all matters relating to of 2015. GSX currently operates as a listing the listing application and will work closely only exchange for open-ended funds that are Listing of open-ended with their advisors and the applicant in licensed, registered, authorised and/or collective investment preparing the applicant for listing. The Listing regulated as a Collective Investment Scheme schemes: need to know Member will also work with the applicant (CIS) by a competent authority empowered to Other than the conditions specified in the CIS post-listing in ensuring that the applicant is supervise financial services in a GSX Code, the following general conditions must aware of and adheres to its continuing recognised State. To that end, GSX is a be met for those wishing to apply for listing: obligations, fulfilling its regulatory responsi - regulated exchange that operates in many l An applicant must be duly incorporated or bilities. ways as a European fund distribution otherwise validly established according to the The applicant will require that its Listing platform. Some allocators are restricted from relevant laws of its place of incorporation or Particulars comply with the GSX investing a % of a fund or clients assets in establishment of a GSX Recognised State, requirements. This will involve the disclosure vehicles that are un-regulated or unlisted and and must operate in conformity with its of detailed information relating to the fund GSX provides a straightforward solution to a Constitutive Documents. and its business, including the fund’s European listing option for a fund. Similarly, l An applicant must be an Open-Ended Fund controller names and contact information, its a listing can form an important part of any and must be regulated by the Competent location, legal status, investment strategy and investors due diligence process on a fund and Authority of a GSX Recognised State or be assets under management. the approval of a regulated exchange, support otherwise acceptable to GSX Limited and the Once an application has been completed from a Listing Member (or ‘sponsor’), and Listing Authority. and submitted, membership is then consid - approval from the listing authority can l An applicant must have audited accounts for ered by GSX’s Membership Committee. provide a strong message to potential the last financial year. Documents that need to be submitted include investors. l An applicant may not change its principal the application for the listing, as well as GSX offers a simple, cost effective, and investment objectives and policies as set out a completed checklist, and the listing professional listing option for a fund in a in its Listing Particulars unless the consent of particulars which will need to be compliant European jurisdiction. In the most recent the unit-holders representing a majority of the with the Listing Code. Once the application is independent Global Financial Centres Index Units of the applicant that are in issue has completed, GSX will then consider the (16th Edition) Gibraltar ranked higher than been obtained in advance. application and, once approved, deliver this to the Cayman Islands, Malta, the Isle of Man or l An applicant must not be permitted to the Listing Authority. Jersey as a Financial Centre. issue bearer shares and/or Units under its www.gibraltarlawyers.com constituting documents. The advantages of a GSX listing l The applicant must satisfy GSX and the GSX provides a secure platform for investors Listing Authority that its Controllers together and managers to come together, and it with any appointed investment manager have delivers a reliable, fast to market, and cost sufficient and satisfactory experience in the effective service that enables applicants to management of investments of the type in
8 Gibraltar International www.gibraltarinternational.com
Regulation $.!0!,6- *) Swift-to-market enabling decisions .$! $*,%4*) 1!60! #*. 3*/, & can also mean a fast license ‘no’ *, '' .$. '%"! (3 ,%)# 1$!.$!, #**
Gibraltar’s financial services sector has been reassured that professional services, conduct of business or *, %- *) 3*/, -% ! changes this year to the structure and operation of their Regulator prudential”, Mrs Barrass declared. will mean a speedier service and more face-to-face contact, but at Some insurance companies early last year felt that the FSC may not have been on ,*+!,.3 5 (%'3 5 *,+*,.! *((!, %' 5 2.%*) the same time there will be greater emphasis on enforcement top of the issue of Solvency II, which will %.%#.%*) 5 ,/-.- 5 %''- ,*.! 5 $%++%)# 5 ,%0.! '%!). n a series of six December presentations to applications and four extensions and is fundamentally change the capital adequacy 5 !'.$ ()#!(!). 5 +*,.- '1 ()#!(!). more than 300 people, the Financial working on 33 new applications and 3 exten - and risk management regimes for the *, "/,.$!, %)"*,(.%*) IServices Commission (FSC) has sions to licensable activity. European insurance industry by establishing emphasised the rationale for its restructure The new structure sees a shift from a harmonised set of EU-wide capital *). . %)"*%-*'-#% from January is “to strengthen and reinforce sector specific teams, (insurance, funds, requirements and corporate governance and the FSC so it is easy to do business with – banking, for example), to establishment of risk management standards. being safe through being on top of risks, and specialist teams and a strengthening of This perceived lack of direction fuelled achieving swiftness to market”. disciplines in the four areas of authorisation, frustration with the FSC, particularly as some As Samantha Barrass, FSC chief professional services, prudential and conduct insurers were having difficulty in preparing executive, explained: “It is better for us to be of business. for the capital sufficiency requirements in able to make a quick decision, including relation to possible claims levels by the time decisions to say no; we will only authorise Solvency II is enforced from next January, but safe applications. in large part EU indecision had hindered *,.') */-! ' %- * *2 %,'., “If someone comes to us with a poor progress. The capital issue remains for a !' 111#%,'.,'13!,- *( application, not properly thought through – handful of Gibraltar insurers to resolve. perhaps the business plan doesn’t stack Since June, Ken Hogg, a former up, risks not fully covered, or having an Director of the insurance sector at the UK insufficient range of competences required to Financial Services Authority, has been the operate, for example – then we will say so at FSC lead on Solvency II requirements “and as an early stage.” a result, the insurance industry in particular In practice, the more complicated the has seen a step change in our approach”, Mrs application - the new retail Gibraltar Barrass maintained. “With the additional International Bank (GIB) which is preparing resource, we have had much more time to to launch in Spring, and the newly licensed work with people, in their offices and in ours.” Gibraltar Stock Exchange (GSX), for She explained: “The key in all of this is example - the more critical it is that the FSC to move away from Email ping pong to and applicant prepare jointly a ‘to do’ list from Getting a grip: Samantha Barrass, Gibraltar’s establish facts, an approach I find is regular meetings together. financial services Regulator. unproductive and caused us some concern. Some applicants have been told early in The fact is that some members of our team are .0%#)1)-, #-,2),3)26 the process that they must “get a grip on the Mrs Barrass is supported by three better at financial analysis work, while others ),$)1.%,1!"*% /3!*)2)%1 -&