Corporate Clients

Corporate clients

Who is Maitland? Maitland is a global advisory, administration and family office firm providing seamless multi- jurisdictional legal, fiduciary, investment and fund administration services to corporate, institutional and private clients. Founded in Luxembourg in 1976, the firm is privately owned and fully independent. It has 17 offices in 13 countries, over 1,400 employees and in excess of $280 billion in assets under administration. We leverage our strong values and a collaborative culture to develop and maintain trusted relationships with our clients. By combining our talent and one-firm approach, built on our best-of-breed multi-jurisdictional platforms, we provide tailored end-to-end solutions that embrace complexity and deliver simplicity.

Contents • Introduction • Our global reach • Corporate services - Corporate business services - Security and agency - Capital market and structured finance services • Legal services • Key contacts

Maitland’s reputation in services to corporate clients extends Our teams back over 40 years to 1976 when the firm was founded in Luxembourg to provide innovative solutions to complex cross- Maitland’s corporate client teams comprise some 80 people, border challenges faced by major corporations. Over the years including multi-jurisdictional lawyers, chartered accountants, our legal experts have advised on some of the world’s leading corporate secretaries and administrators, located in our United corporate activity, involving both listed and unlisted companies. Kingdom, Luxembourg, Malta, Mauritius, South African and Caribbean offices. Our internal culture of collaboration and At an early stage we added corporate administration and teamwork across practice groups and jurisdictions ensures an company secretarial work to our corporate service offering. We integrated service seamlessly executed to all Maitland clients. provide the entire suite of company secretarial together with general financial services and trust administration. We also help our clients to establish, domicile, administer and manage various international corporate structures and operating companies. Our corporate clients comprise banks, multinationals, listed and non-listed entities, investment holding companies, We specialise in providing a comprehensive range of professional securitisation structures, investment funds, management and management and administration services to special purpose vehicles operating companies, employee share scheme trusts, black (SPVs) and other structured finance entities, including securitisation economic empowerment trusts, a wide range of structured and syndicated funding structures, management companies, lending SPVs as well as various referring law firms. various types of trusts, hedge funds and private equity partnerships that use trust, investment holding, company or partnership SPVs. These administration services include accounting, tax and investor reporting services, as well as agency roles. We provide professional independent, non-executive directors and corporate trustees to the above entities as a core service.

As a firm, Maitland provides services to corporate, institutional and private clients. The diagram below shows our client types, with a focus on our services to corporate clients.

Institutional Corporate Private clients clients clients

Corporate Legal services services

Corporate business Security & Capital markets & Corporate Corporate services agency structured finance commercial tax

While the services listed above relate to Maitland’s corporate clients, note that many of them also extend to our institutional and private clients. For example, we provide accounting, taxation and corporate secretarial work for investment funds and company administration for entities forming part of private client structures.

2 Our global reach

Maitland is jurisdiction-agnostic The map below shows Maitland’s primary jurisdictional centres for corporate services. We are “jurisdiction-agnostic” when it comes to our clients’ needs. Wherever you are based and wherever you require services, we will provide an integrated solution that best suits your needs.

With its world leading legal system and Due to its stability as well as its innovative and In Malta the comprehensive competitive corporate tax rates, not to mention international orientation, the Luxembourg financial legislative and regulatory framework being one of the world’s leading financial centre is an ideal and widely known hub for global offers a range of corporate centres, the UK is an attractive choice for corporate, institutional and private investors. structures, which includes trusts, international investment holding structures. Luxembourg is the second largest fund centre collective investment schemes, Maitland offers a range of solutions to clients in the world. Maitland has been operating in protected ManCo and securitisation wishing to establish various types of structures Luxembourg for 40 years, and has competency cell companies, the redomiciliation in the UK or doing business in the UK. We and experience in all core service areas. In of companies into and out of Malta, provide domiciliation services, directorship particular, we have expertise and experience in EU passporting under AIFMD, and an services, security trustee, agency services and servicing the corporate administrative needs of extensive network of double taxation fund administration services. A full range of special purpose vehicles. We also provide a turnkey treaties. The favourable tax regime corporate legal and tax services are provided solution to enable Alternative Investment Fund (AIF) offers low effective tax rates to non- by our UK based lawyers who have a wealth of structures to be launched adopting pre-existing resident persons and no capital gains experience advising on corporate M&A, venture fund and fund manager architecture, ensuring a or withholding taxes are levied. capital and financial market transactions. quick and cost effective route to market.

The British Virgin Islands is well known In addition to a core domiciliation offering, In Mauritius, the Global Business for the success of the popular BVI Maitland is the pre-eminent provider of Companies (GBC) (Category 1 and Business Company which benefits fiduciary administration and domiciliation Category 2) offer interesting features from cutting-edge offshore company services to the market in South Africa. for all corporate structures including legislation. Our BVI office has been Maitland provides outsourced administration, collective investment schemes, protected in business for over 30 years and professional directorship and trusteeship cell companies and investment holding specialises in the incorporation and services, corporate secretarial and companies. The Global Business Category administration of BVI entities which are administration, accounting and taxation 1 benefits from more than 40 tax treaties widely used by numerous corporate offerings to a wide range of structures, with currently in force between Mauritius and structures including funds, mining deep expertise and experience stretching back other jurisdictions, including at least 20 companies, group holding companies to the first securitisation transaction closed with the African continent. Mauritius also and the holding of intellectual property. in South Africa in 2001. This experience allows for redomiciliation of companies With experienced corporate lawyers enables us to add real value at all stages of into and out of its jurisdiction. The GBC on our staff, we are alive to the critical the transaction life-cycle, and across a range 2 is a tax-exempt company which time-sensitive nature of corporate of asset classes. Maitland also offers backup can be used for a variety of purposes deals, and well placed to meet the servicing to various clients. including investment and property holding, demands of our international corporate consultancy and trading. The GBC 2 clients and their teams of advisers. cannot access tax treaty benefits.

3 Corporate services

Corporate business services Company secretarial and administration Maitland offers the entire suite of company formation, Maitland’s corporate business services allow operating companies domiciliation and secretarial services, as well as a wide range of to contract out business processes to our team of experts, general administration services, including: such as company secretarial, accounting, taxation and payroll processing, as well as operational and non-core functions. • Company administration and maintenance to ensure good corporate standing, Call it global sourcing, smart sourcing, managed services or global business services, companies globally from all economic • Good corporate governance reviews and implementation, sectors are increasingly accessing and appreciating the value-add • Acting as company secretary and fulfilling the legally related that corporate business services can offer them. required roles, Advantages • Preparation of AGM, board and sub-committee meeting Focus Enables clients to focus on core operations and packs, processes • Minute-taking, preparation and distribution, Specialist Provides access to our specialist skills skills • Providing a registered address and acting as process agent, Savings Potential cost savings in systems and human • Formation of companies, funds, SPVs and trusts, resources • Bank account opening and administration, Expansion Potential local or international expansion with limited upfront investment, leveraging off our • Payroll processing, international footprint in key global financial hubs • Stock exchange services, • Submission of regulatory returns, Professional directorship and trusteeship services • Reconstruction of statutory records, Maitland’s representatives are experienced in the duties, • Due diligence review of the status of corporate statutory responsibilities and conduct of directors and professional records, trustees. We bring a wealth of knowledge, skill and experience in the fields of law, accounting, taxation, regulatory compliance, risk • De-registrations and other related services. management and general business acumen to ensure that the entity, be it a company, trust or SPV, is managed in accordance with the principles of good governance. We ensure the entity’s compliance with the law, the founding documents and all legal obligations.

4 Corporate services

Professional Accounting services Security and Agency Maitland provides a wide range of professional services including: In addition to our standard corporate services, our team • Bookkeeping, management accounts and financial statements has extensive knowledge and experience in the fields of drafting under International Financial Reporting Standards holding security and fulfilling agency roles in a wide variety of (IFRS), as well as various Generally Accepted Accounting syndicated lending and other structured finance transactions. Principles (GAAP), We understand that one of your priority requirements is to fully trust us with independently holding and diligently looking after a • Setting up internal systems and controls, key component of the syndicated lending and other structured • Preparing and maintaining accounting records, management finance transactions that you are involved in. We work closely with all major law firms, banks, arrangers, insurers, asset and accounts, financial statements and audit files, fund managers, private equity and various other financial services • Tax registrations and ongoing tax returns, reporting and firms. Our extensive range of services include: compliance. Security entities and agency Tax administration and global tax reporting We provide specialist independent directors and trustees to Our services include registration for income tax and Value Added security vehicles and trusts, both for syndicated lending and Tax (VAT), preparation and submission of income tax, provisional various other structured finance transactions. Our duties include tax and VAT returns, as well as liaison with the tax authorities. ensuring that security vehicles and trusts are at all times in a state of full compliance and preparedness to act prior to or in the event Maitland also assists in meeting global tax reporting obligations. of a default. We provide advice, compliance and reporting services in relation to the Foreign Account Tax Compliance Act (FATCA) and the Trusts Common Reporting Standard (CRS). This includes the provision of trustees to owner trusts, through to acting as trustees in employment incentive schemes and black These services include: economic empowerment trusts. Our duties include full trust • Preparation and submission of income tax, provisional tax and administration, governance and compliance. VAT returns, Escrow agent • Registration for income tax and VAT, We can provide escrow agent services to facilitate the specific • Liaison with the tax authorities. needs of various types of finance and M&A transactions. Our mandates include the release of cash on completion of conditions Business centre services precedent and temporary holding various other financial Maitland offers fully-fledged business centre services out of our assets, such as shares, subject to the terms of the transaction Luxembourg and Malta offices. We provide serviced office space documents. We have arrangements with local and international with dedicated secretarial and business support. banks for establishing escrow accounts to facilitate more effective and efficient KYC processes. This is ideal for companies or family offices that require a permanent location or need to establish a base from which a small number of staff can operate.

Maitland in the BVI acted as registered agent for US-based UTI Worldwide Inc. on its $1.35 billion sale in 2016 to Danish firm DSV, the world´s sixth-largest logistics company. This M&A transaction was one of the largest ever take-privates in the BVI and Maitland fulfilled its critical role flawlessly, supporting the work of all the international law firms involved on the transaction and liaising with the BVI companies registry to enable successful filing of the merger application within an incredible 25 minutes. Anton Goldstein, partner at Conyers Dill Pearman, counsel to DSV.

5 Corporate services

Calculation, facility and process agent Administrator and investor reporting Our duties include but are not limited to the calculation of Maitland is a leader in the management of structured and amounts due and payable and monitoring whether or not any securitisation finance entities. We provide both outsourced covenant breaches have occurred. We also receive and distribute administration services and outsourced backup servicing solutions. notices and other correspondence on behalf of the lenders and We understand that any finance related vehicle is established for a other finance parties, using our registered address for domicile bespoke purpose and that the requirements differ from structure purposes. to structure. We work closely together with our clients to create Paying agent tailor-made administration solutions in line with the transaction documents and best suited for investor reporting requirements. We also provide the service of paying agent where we act as the agent responsible for transferring the payments owing to the Backup servicer various transaction parties. Maitland acts as backup servicer for a range of securitisation SPVs and asset classes. Capital markets and structured finance The Maitland backup servicing offering is a ‘warm’ backup services solution, utilising our client’s own servicing system rather than a We offer the following specialised, capital markets and structured generic Maitland system, given the bespoke nature of many client finance specific services: asset portfolios and asset pool servicing systems. Specialist directorship and trustee services On appointment, the Maitland core team is trained on the primary servicer’s system as the backup servicer and receives regular We offer a comprehensive range of services that range from the refresher training to stay up to speed on the operation of the formation and ongoing administration of the trust and company client’s system as updates are made. If Maitland is appointed as entities, to accepting appointments as trustees and providing for such replacement servicer, this trained team is thus able to step in directors to these, as described in more detail above. immediately to manage the ongoing collection of the book for the benefit of investors.

6 Legal services

Legal services Corporate tax Corporate commercial We are experienced in dealing with tax systems across many jurisdictions. We can readily identify the tax issues and propose We have a wealth of experience in a wide range of international ways of dealing with them. Our corporate tax team can advise on: corporate and commercial arrangements including: • The tax-efficient structuring of business projects, including • M & A and joint ventures, joint ventures and multi-national businesses, • Venture capital investments, • Tax planning in connection with acquisitions and disposals of • Advice on governance and shareholder strategy, companies and businesses, • Commercial contracts, • The migration of the tax residence of corporate entities, including the selection of an appopriate jurisdiction, • Commodities and international trade, • The tax-efficient structuring of onshore and offshore • Cross-border investments, investment funds, including advice on the location of the • Royalty structuring, investment management function and exchange control implications, • Banking and finance. • The structuring of property transactions and real estate We have led or been key advisers on a number of large cross- developments to maximise tax efficiency, border deals for listed and private companies and investors. We also advise on listings and restructurings, equity and debt fundraisings. • The tax treatment of intellectual property, including the development of holding structures for the most efficient international utilisation of intellectual property. Our experience: We acted as sole external adviser to the Oppenheimer family interests in relation to their $5.1 billion agreement with Anglo American plc for the sale of a 40% interest in De Beers. We were lead advisers to a multi-national corporation on the disposal of one of its business units with operations in several jurisdictions. We were lead advisers on a joint venture in India to develop wind farms - involving an Isle of Man holding company, investing into India via Cyprus. We designed the legal structure for a P2P secured lending platform and prepared all the platform legal documentation.

We have a deep understanding of financial markets and investment products in the jurisdictions in which we operate and specialise in administering complex and multi-jurisdictional structures. We leverage our strong values and a collaborative culture to develop and maintain trusted relationships with our clients. By combining our talent and one-firm approach, built on our best-of-breed multi- jurisdictional platforms, we provide tailored end-to-end solutions that embrace complexity and deliver simplicity.

7 Key contacts

Willem Badenhorst Managing Director - Corporate Clients T: +27 21 681 8550 E: [email protected]

South Africa Mauritius

Brendan Harmse Michael Dabrowski Senior Manager - Corporate Clients Head of Fiduciary and Corporate Services T: +27 11 530 8447 T: +230 210 9334 E: [email protected] E: [email protected]

UK Luxembourg

Patric Foley-Brickley Kavitha Ramachandran Head of Institutional Business Development Senior Manager - Business Development & & Client Management Client Management T: +44 1245 398986 T: +352 402 505 415 E: [email protected] E: [email protected]

LatAm Malta

Benjamin Reid Mel Roberts Senior Manager - Business Development Consultant - Business Development & Client Management T: +356 22486206 T: +1 786 580 4629 E: [email protected] E: [email protected]

US Mauritius

Scott Price Thomas Van Poucke Head of Business Development and Manager - Business Development Client Management T: +230 210 9334 T: + 1 312 623 9681 E: [email protected] E: [email protected]

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Maitland is licensed as required for the services it offers. For further information on the licence permissions applicable to your jurisdiction please visit our website at www.maitlandgroup.com. This publication contains general information only. Maitland as a group or any of its member firms or affiliated entities shall not be held liable for any loss whatsoever sustained by any person who relies on this publication. Via this publication Maitland may not be seen as rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. Before making any decision or taking any action that may affect your finances or your business, you should consult a qualified professional adviser. M2016_04_01