Guernsey About Appleby

OFFICE DESCRIPTION

GUERNSEY ABOUT APPLEBY

APPLEBY IS ONE OF THE WORLD’S LEADING INTERNATIONAL LAW FIRMS. OUR GLOBAL TEAMS OF LEGAL SPECIALISTS ADVISE PUBLIC AND PRIVATE COMPANIES, FINANCIAL INSTITUTIONS AND PRIVATE INDIVIDUALS. “Appleby is a firm that you can put your We are a full service law firm providing comprehensive, expert advice and complete trust in to services across corporate, dispute resolution, property, regulatory and private find a solution” client and trusts practice areas. We work with our clients to achieve practical solutions whether from a single location or across multiple jurisdictions. - Legal 500

We are regularly recognised for our professionalism, integrity and excellence, and these are the values we pride ourselves on and are at the core of our business.

We operate in 10 highly regarded and well-regulated global locations. These include the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius, and the Seychelles, as well as the international financial centres of Hong Kong and Shanghai. “Respected firm Our global presence enables us to provide comprehensive, multi-jurisdictional with an unparalleled legal advice at the times most beneficial to our clients. global network”

- Chambers

2 Guernsey Office Description OVERVIEW

ABOUT GUERNSEY

GUERNSEY IS ONE OF THE WORLD’S PREMIER OFFSHORE FINANCIAL CENTRES. ITS CONSTITUTIONAL STATUS AS A SELF-GOVERNING CROWN DEPENDENCY GIVES IT FULL FISCAL AND REGULATORY INDEPENDENCE. GUERNSEY HAS PROVEN ITSELF A STABLE JURISDICTION ON WHICH BUSINESS CAN RELY WHILST REMAINING FLEXIBLE AND RESPONSIVE ENOUGH TO BE ABLE TO EVOLVE TO MEET CHANGING REQUIREMENTS IN THE OFFSHORE WORLD. IN ADDITION, GUERNSEY OFFERS THE ADVANTAGE OF BEING IN THE SAME TIME ZONE AS THE UK AND HAS FREQUENT AIR LINKS TO THE UK AND JERSEY.

Guernsey has attracted a range of financial services businesses focussing on banking, investment funds, fiduciary services, insurance and asset management. As the finance industry has developed, a network of sophisticated support services has evolved. A good example of this is the establishment of the International Securities Exchange (TISE) in 1998. In addition, Alderney has developed a world-class regime for the regulation of internet gambling and is seen by many as a leader in the field.

International banking groups with head offices in Switzerland, Guernsey is the leading captive insurance jurisdiction in Europe, the USA, the UK and elsewhere have established Europe. Guernsey’s insurance sector comprises pure captives subsidiaries in Guernsey. Conducting business in Guernsey and commercial insurers using flexible vehicles such as means dealing with leading international service providers as protected cell companies and incorporated cell companies to well as with independent boutique providers. write an extensive range of business and protect against risk. Guernsey is renowned internationally for its innovation and Guernsey is a leading fiduciary centre with over 50 years professionalism in this field. experience in supplying trust and corporatin greye services. It has an excellent reputation for the provision of trust and Guernsey has signed 60 Tax Information Exchange Agreements foundation services to individuals and families as well as (TIEAs) to date including 23 EU countries and 16 G20 countries. remaining a jurisdiction of choice for corporate settlors using trusts for the administration of pension schemes and employee On the signing of Guernsey’s 50th TIEA in November 2013, share plans. Overall, Guernsey is home to more than 100 Pascal Saint-Amans, the OECD Head of Global Policy, regulated trust companies. commented:

Guernsey is a premier location in which to conduct fund “Guernsey has been one of the most active jurisdictions business and, in particular, alternative investments. The Island promoting transparency in practice. The number of TIEAs is home to a wide range of investment businesses including fund signed so far seriously enchances Guernsey’s reputation as a managers, custodians, administrators, investment advisors and responsible and transparent financial centre, as recognised by stock brokers. It has experience in dealing with asset classes the Global Forum peer review.” such as funds of hedge funds, private equity and property, using a wide range of investment vehicles including unit trusts, Guernsey also has had 2 comprehensive double taxation cellular companies and limited partnerships. agreements (DTAs) with the UK and Jersey and has signed 13 further comprehensive DTAs. 3 Guernsey Office Description applebyglobal.com LEGAL SERVICES

Our Guernsey practice provides our corporate, institutional and private clients a wide choice of services and jurisdictions, complementing our offshore UK offerings in Jersey and the Isle of Man. Appleby is the only firm which can offer clients exposure to the complete range of major offshore financial centres.

AREAS OF SERVICE: “Appleby is the only firm which can offer • Banking & Asset Finance clients exposure to • Corporate Finance the complete range • Investment Funds of major offshore • Insurance financial centres.” • 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 AWARDS & projects • We are an award winning team and have a track record of advising clients on the RECOGNITIONS most complex and market leading deals and structures. • Our relationships with leading onshore firms are unrivalled which means clients • Appleby was named as one access a truly cohesive approach to their matters that has both an onshore and of the 2018 Top Offshore Law offshore element Firms by eprivateclient • Appleby was recognised as • We have a dedicated relationship programme with our counterparts in the leading one of the top 30 leading law onshore firms firms for global restructuring • We are the only law firm to have offices in all three Crown Dependencies by Global Restructuring Review 2018 • We have a growing reputation both locally and internationally • We offer a personal, efficient and trusted service to our clients.

4 Guernsey Office Description applebyglobal.com REPRESENTATIVE WORK

BANKING & ASSET FINANCE

INTERNATIONAL PRIVATE INTERNATIONAL BANKING BANKING AND FIDUCIARY AND FINANCIAL SERVICES GROUP GROUP HSBC UK BANK PLC

Appleby advised as lead counsel in Jersey, Appleby acted as lead counsel in Jersey, Appleby acted as Guernsey counsel to HSBC Guernsey, Isle of Man and Cayman Islands Guernsey and Isle of Man on the successful UK Bank plc (the Bank) on the extension of on the complex reorganisation of offshore transfer of the client’s deposit-taking existing facilities made available by the Bank subsidiaries and the transfer of deposit- business, investment business and fund to the DST Group. Our involvement included taking business, investment business and services business to offshore branches of (i) extensive due diligence on the underlying fund services business to branches of the the group’s onshore plc by means of Court- structure of the DST Group, consisting of 37 group’s offshore plc by means of a scheme sanctioned banking schemes and related Guernsey incorporated entities (including and supplemental contractual assignments. contractual transfers. The reorganisation 12 limited partnerships, 8 unit trusts and 17 In Jersey, the transaction was unique in included the first ever banking business companies), and (ii) reviewing and advising its use of a scheme for the separation of scheme in the Isle of Man, setting a on the existing security in place over the DST the banking business from the bank’s trust very helpful precedent for subsequent Group consisting of 22 Guernsey security company business, which was then sold. transactions. documents, in the context of the facility extension.

CORPORATE FINANCE

NYX GAMING GROUP MULTINATIONAL LIMITED INSURANCE COMPANY HSBC HOLDINGS PLC

Appleby represented Bally Gaming & Appleby acted as Jersey and Guernsey Advising HSBC Holdings Plc in connection Systems UK Ltd and Scientific Games counsel on a series of transfers of long- with the restructuring of the HSBC group, Corporation in its takeover of NYX Gaming term insurance and pensions business. including the transfer HSBC Bank plc to an Group Ltd which was implemented by These were intra-group transfers in intermediate holding company in the context a members scheme of arrangement in order to simplify the group structure and of the Group’s implementation of regulatory Guernsey. The scheme involved the purchase provide capital efficiencies. The Channel requirements in the United Kingdom which of all ordinary shares in NYX Gaming Group Islands schemes mirrored a UK Part VII necessitate the separation (or “ring-fencing”) Ltd, a Guernsey company listed on the scheme of transfer and facilitated the of the Group’s UK retail and commercial Toronto Stock Exchange, in cash by Scientific multi-jurisdictional restructuring involving banking business from its wholesale and Games Corporation. policyholders in Jersey and Guernsey. investment banking divisions.

INVESTMENT FUNDS LLOYDS BANK CORPORATE CUBERA MARKETS PLC BARCLAYS BANK PLC

Appleby advised Cubera, the leading specialist Appleby acted as Guernsey counsel to Lloyds Appleby acted as Guernsey counsel for in secondary acquisitions of shares in Nordic Bank Corporate Markets plc, leading a Barclays Bank plc in providing a facility buyout funds, on the establishment of its most syndicate in respect of committed facilities to a Guernsey based borrower. Certain recent fund, Guernsey fund Cubera VIII. This of up to € 1.6 billion, together with accordion Guernsey funds in turn provided a parallel fund acquires mature and diversified secondary facilities of up to € 3.4 billion, made available facility to the same borrower for it to satisfy fund positions with quality Nordic-focused to 11 Guernsey based funds. its liabilities to Barclays. The borrower then private equity buyout managers. It completed assigned the rights to the parallel facility to its first and final close at the fund’s hard cap Barclays as security (effectively amounting of EUR 405 million, having been significantly to a payment guarantee from the oversubscribed, with strong backing from Guernsey funds). prime, international institutions across Europe, the US and the Middle East.

5 Guernsey Office Description applebyglobal.com REPRESENTATIVE WORK

INSURANCE

MMC UK PENSION FUND MULTINATIONAL TRUSTEE LIMITED INSURANCE GROUP GBGI LIMITED

Appleby advised this pension fund of Marsh & Appleby acted as Jersey and Guernsey Appleby advised on the IPO and admission McLennan Companies on its longevity hedge counsel on a series of transfers of long-term to trading on the AIM market of the London of £3.4 billion in liabilities. This covered insurance and pensions. These were intra- Stock Exchange of Guernsey company GBGI around 7,500 pension fund members, using group transfers in order to simplify the group Limited. The GBGI group, trading principally the Guernsey-domiciled incorporated cell structure and provide capital efficiencies. as The Global Benefits Group or GBG, is a company (ICC), Mercer ICC Limited, managed leading integrated provider of international by Marsh Captive Solutions.Two Guernsey The Channel Islands schemes mirrored a UK benefits insurance, operating globally incorporated cells were used to transfer Part VII scheme of transfer and facilitated the across over 120 jurisdictions. On admission, the longevity risk to reinsurers Canada Life multi-jurisdictional restructuring involving GBGI Limited had a market capitalisation of Re and Prudential Insurance Company of policyholders in Jersey and Guernsey. approximately £130.4m, following a placing America. of ordinary shares successfully raising total gross proceeds of £32.0m. DISPUTE RESOLUTION

CORPORATE SERVICE LIANG V RBC TRUSTEES PROVIDER MAJOR GLOBAL BANK

Appleby acted for the applicant in the leading Appleby acted in relation to the regulatory Appleby acted in a successful application to decision in Guernsey on the “consent” issues arising from identifying that one wind up the business on the grounds that regime, including consideration of the test of their directors had committed multiple it had lost its substratum and it was in the for “suspicion”, which party bears the burden frauds, through the investigation process public interest. This was the first occasion of proof and the correct procedure to follow including liaison with the GFSC, the on which the Alderney Court (Alderney where a SAR has been filed. Following the subsequent remediation process and being a part of the Bailiwick of Guernsey) failure of the authorities to provide consent ultimately the enforcement action taken was required to consider the standing to transact, our client brought an application against the company. This was one of the of applicants (other than the company, a to terminate the trust and distribute the most high profile enforcement actions member or creditor) with a “legitimate assets, the first private law action of its taken by the GFSC as it followed on from and substantial interest” in winding up kind in Guernsey. The Court agreed that our the prohibition order and conviction of the proceedings. client had discharged her burden in respect director who had perpetrated the frauds. of the provenance of the funds, recovering Appleby provided strategic guidance to the approximately CAD 16.81m of the assets. client and secured a favourable settlement deal with the regulator.

PRIVATE CLIENT & TRUSTS

SETTING ASIDE A SETTLOR DIRECTED TRUSTS CONFIDENTIAL TRANSACTION

Advising and establishing a Foundation for an We acted for the principal beneficiary in Appleby established a new family office for a ultra-high net worth Latin American family court proceedings relating to setting aside a Middle Eastern family utilising a private trust with a very diverse portfolio of business decision of the trustee to acquire shares from company structure with settlor direction and interests across most of Latam and Europe. the principal beneficiary in satisfaction of reserved powers. The structure involved The Foundation documentation was very loans which resulted in a significant charge to four levels, each level containing largely bespoke that had to meet the specific and tax. The judgment in M v St Anne’s Trustees bespoke workings to build-in controls for the complex multi-generational family needs. Limited handed down by the Court of Appeal family and how the family interacts with itself clarified the legal test in Guernsey for the and its trustee. exercise of the Court’s discretion under the Hastings Bass principle.

6 Guernsey Office Description applebyglobal.com KEY CONTACTS

JEREMY BERCHEM STUART TYLER Office Managing Group Partner* Partner Corporate Corporate +44 (0)1481 755 601 +44 (0)1481 755 606 [email protected] [email protected]

RICHARD FIELD ANTHONY WILLIAMS Partner Partner Dispute Resolution Dispute Resolution +44 (0)1481 755 610 +44 (0)1481 755 622 [email protected] [email protected]

RICHARD SHELDON CHET POHL Group Partner* Group Partner* Dispute Resolution Corporate +44 (0)1481 755 904 +44 (0)1481 755 608 [email protected] [email protected]

*not admitted in Guernsey

7 Guernsey Office Description applebyglobal.com ABOUT APPLEBY GLOBAL

Appleby is one of the world’s leading international law firms. Our global teams of legal specialists advise public and private companies, financial institutions and private individuals. We are a full service law firm providing comprehensive, expert advice PO Box 56 and services across corporate, dispute resolution, property, regulatory and private Hirzel Court client and trusts practice areas. We work with our clients to achieve practical solutions St Peter Port whether from a single location or across multiple jurisdictions. We have offices in ten highly regarded, well-regulated global locations, operating in nine and practicing the Guernsey laws of eight jurisdictions. Our office locations include the key international jurisdictions GY1 3BN of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius, and the Seychelles, as well as the international financial centres of T: +44 (0)1481 755 600 Hong Kong and Shanghai. Our global presence enables us to provide comprehensive, multi-jurisdictional legal advice at the times most beneficial to our clients. We are E: [email protected] regularly recognised for our professionalism, integrity and excellent client service, and these are the values we pride ourselves on and are at the core of our business.

This publication is for general guidance only and does not constitute definitive advice.

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