Jersey’s Relationship with Asia

Advising Sun Venture on Landmark London Real Estate Acquisitions

Carey Olsen advised the Singaporean multi-asset investment firm, Sun Venture, on the purchase of 120 Moorgate from WeWork Capital Advisors for US$180 million. The acquisition, which was completed through Sun Venture’s second Jersey Private Fund (JPF), structured as a Jersey Limited Partnership, is the company’s third purchase in London following 1 New Oxford Street and 1 and 2 New Ludgate, the latter being the UK’s largest real estate acquisition of 2020.

Together, Carey Olsen’s Jersey and Singapore teams advised on the launch of the JPF, which was used to facilitate the purchase, and all Jersey legal and regulatory aspects of the acquisition. The JPF regime enables a proportionate and fast-track regulatory process, making it a very nimble fund product.

Advising a Singapore-Based Real Estate Investment Trust

Carey Olsen advised Singapore-based real estate investment trust manager Cuscaden Peak Investments (“Cuscaden Peak”) on the S$1.7 billion sale of 8,192 student housing beds across 19 university cities in the UK and Germany to Mapletree Investments (“Mapletree”). The acquisition brings Mapletree’s housing portfolio to 33,000 beds across 47 cities in the UK, the US, Germany, and Canada, and makes the Singapore-based real estate investor one of the largest owners of student housing in the UK.

Carey Olsen provided legal advice on the ground from Singapore while carrying out this major transaction, which will see the significant expansion of Mapletree’s operations.

Corporate Structuring for Major Malaysian Private Investor

Headquartered in Jersey, Hawksford is an international provider of corporate, private client, and fund services. For more than a decade, Hawksford has supported a major Malaysian private investor with corporate structuring in relation to a multi-billion-pound redevelopment project for high-end residential use in London.

The client came to Hawksford in need of a corporate vehicle to segregate the property development project from other assets owned by the group. Hawksford’s experienced corporate team – recently crowned ‘Corporate Services Team of the Year’ at the Corporate Governance Institute (CGI) Jersey Awards – provided a range of ongoing services. These included registered office, company secretarial, and administration services, as well as using other local professional service providers for legal and accounting services.

Hawksford also supported executive and non-executive directors in relation to Jersey regulatory and governance requirements, such as economic substance, Jersey tax filings, and Schedule 2. Hawksford’s expertise in Jersey-specific requirements helped ensure the client’s needs were met, with a particular focus on privacy and confidentially while ensuring good corporate governance.

Jersey was selected as a jurisdiction due to its longstanding, flexible companies law and similar legal concepts to other common law jurisdictions, particularly English law. This – coupled with the Island’s tax neutrality, high standards of regulation, and established and experienced workforce – made Jersey the ideal jurisdiction of choice.

Helping a Singapore Client with their ESG Ambitions

With a significant presence in Asia – including several offices across Mainland China, Hong Kong, and Singapore – Hawksford has extensive experience and expertise in supporting Asian investors and corporates worldwide, as well as foreign businesses looking to tap into Asian markets.

Hawksford’s corporate services team in Jersey – crowned ‘Corporate Services Team of the Year’ at the Corporate Governance Institute (CGI) Jersey Awards – recently supported a Singapore-based HNWI client who was looking to acquire a UK-based waste disposal plant, held in a UK Limited Liability Partnership (LLP).

The clinical waste incinerator, which is currently dormant, will require a two-year troubleshooting upgrade period before taking a further two years to make operational. Once fully operational, the plant aims to generate electricity by burning waste, which in turn heats water and produces high-pressure steam, turning the blades of a turbine generator.

Working seamlessly with the client’s legal and tax advisers, the Hawksford team established a Jersey holding structure consisting of four Jersey companies to acquire the interests in the existing UK LLP in the most tax-efficient way for the client.

On an ongoing basis, Hawksford continues to provide governance, substance, administration, compliance, and back-office services to ensure that the structure operates effectively in line with global best practices.

Collaborating with Service Providers in Singapore

Fairway Group, an independent private client, corporate, funds and pension services provider, was recently approached by a UK promoter for assistance setting up a fund for a portfolio containing digital assets and valued at c. US$60 million.

Based on the client’s needs and the number of investors, Fairway’s experienced funds team proposed using a Jersey Private Fund (JPF) which offers an appropriate level of regulation. Fairway has extensive experience at launching this highly flexible fund product for many international clients due to its certainty, flexibility, and speed to market.

Fairway can act as the designated service provider required to be appointed by the JPF, ensuring the submission of the fund application, completion of due diligence and AML requirements at launch as well as taking care of ongoing regulatory compliance.

Using Fairway’s global network of service providers, the team guided the client jurisdictionally to choose an accounting and bookkeeping service provider in Singapore – a leading global innovation hub known for its well-developed tech infrastructure.

For this client, Fairway’s offering includes a full suite of services from administration, company secretarial, FATCA / CRS reporting and director services while utilising a readymade partnership with an accountancy service provider in the region.

Supporting Structures for Japanese Institutional Investors

IQ-EQ Jersey successfully won a mandate from a large Japanese financial institution. IQ-EQ’s experienced Jersey team provides both manager and administration services, with IQ-EQ Cayman providing AML and registered office services.

IQ-EQ, a global investor services group, has a breadth of experience in providing services to support such investment structures for Japanese institutional investors, having assisted numerous clients using this structure over the past five years. The decision to appoint IQ-EQ was driven by the proven track record of IQ-EQ Jersey in providing such services to a significant number of these structures.

Jersey is recognised by Japanese institutional investors as a well-regulated and stable offshore financial centre. Therefore, the client decided to further consolidate their relationship with IQ-EQ as their third-party service provider of choice.

Providing Legal and Financial Services to APAC Region

Maples and Calder (Jersey) LLP is part of the Maples Group, a global legal and financial services provider with 16 offices worldwide, which includes two dedicated legal practices in the APAC region. The firm has the largest offshore funds practices in Hong Kong SAR and Singapore and collaborates closely with the team in Jersey to offer clients multijurisdictional and often jurisdiction-agnostic advice across a broad range of corporate, structured finance, and investment fund transactions for Asian asset managers and institutional investors.

The firm’s Jersey practice regularly receives instructions to advise on inbound parallel fund structures in the APAC region as well as inbound structures in the UK and European markets. Recent transactions have included providing advice on the structuring of a parallel Jersey fund for a China buyout fund, advising on a Jersey Limited Partnership for an institutional Hong Kong-based investor into UK healthcare, working alongside the firm’s Cayman and Singapore practices on a number of CLO transactions to facilitate Japanese investors into Jersey structured finance vehicles, acting for Asian asset managers on acquisition structures for UK real estate, and Asian lenders on the financing of UK real estate structures, and Malaysian funds looking for inward investment into the UK.

Moore Stephens is part of the Moore Global Network, made up of over 230 member firms, of which approximately 29 firms (84 offices) are based in the APAC region. A corporate Singaporean family office with extensive business dealings in APAC but a newcomer to the UK real estate investment market approached Moore Stephens for a team of trusted professionals to facilitate their investment in and holding of mixed-use central London commercial, multi-tenanted real estate with active asset management activity. There was also the potential introduction of a joint venture partner and future redevelopment of the asset.

Taking on the client, Moore Stephens worked with legal advisers and provided a full suite of services to keep the process simple, including company secretarial, administration, hands-on interaction with the asset managers, financial reporting, tax compliance, and directors with expertise in supporting clients in the sector.

A well-trodden path for Jersey in supporting inbound UK investment, the client appreciates and values the expertise of Moore Stephens’ team, the reputation of the Island, and proximity to asset location and onshore advisers to ensure a coordinated approach to service. Moore Stephens focuses on building relationships and trust early on, taking the time to explain the structuring process and ongoing governance arrangements – delivering quality service while keeping the client informed. This is one of several Asia-driven investments that the team has had the opportunity to support over the years.

Supporting Inbound UK Real Estate Investment

A Singaporean property developer required a trusted team of professionals to facilitate their acquisition of a Jersey corporate vehicle, which in turn holds the target property: a landmark midtown building, multi-tenanted with office and retail units. Taking a proactive role, Moore Stephens successfully supported the client and advisers with transaction management activity, navigating the transaction through to its completion.

Moore Stephens provided the core services required to service the corporate entity and facilitate asset management activity, including the provision of director services with appropriate expertise and within the time zone of their asset. Moore Stephens was also able to leverage the Moore Global Network capability to offer tax compliance services, presenting an all-around solution to the client’s ongoing requirements.

Facilitating Major Cross-Border Investments for Asia-Based Clients

Mourant, a law firm-led professional services business, has advised CVC Capital Partners on the establishment of its sixth Asia Fund, CVC Capital Partners Asia VI (Asia VI). The Mourant Investment Funds team worked alongside lead counsel Simpson Thacher & Bartlett LLP to advise CVC Capital Partners, one of the world’s leading private equity and investment advisory firms, on the launch of Asia VI, which is intended to focus on control, co-control, and partnership investments in high-quality businesses in core consumer and services sectors across Asia.

The fund closed with commitments of US$6.8 billion, significantly exceeding its US$6 billion target and original hard cap. It is 50% larger than its predecessor, CVC Capital Partners Asia V, which was raised in 2020 and closed at US$4.5 billion.

In 2023, Mourant also advised CVC Capital Partners on the largest ever buyout fund by a private equity firm, CVC Capital Partners IX. The fund closed with commitments of €26 billion, making it the biggest buyout fund in history. The expertise of the Mourant Investment Funds practice in Jersey is recognised in leading independent legal directories Chambers and Partners and Legal 500.

Mourant has a long history of advising Asia-based clients, using Jersey to facilitate their cross-border investments throughout the world. Mourant has provided advisory services for a South East Asia-based pension fund in the acquisition of the London-based headquarters for two separate global investment banks, totalling over US$2.7 billion. The firm supported the establishment of the Jersey corporate acquisition vehicle, which qualified as a UK REIT and facilitated the listing of that vehicle on The International Stock Exchange.

Another example includes advising two separate Malaysian-based pension funds on their UK, Australian, and Korean property portfolios, which are invested through Jersey companies, comprising more than 50 commercial properties valued at over US$4.8 billion.

Over the last 10 years, Mourant has advised three Asia-based joint venture equity partners in the US$10.9 billion Battersea Power Station regeneration project. In each of these examples, the flexibility of Jersey company law and the familiarity of Jersey for counterparties were key drivers.

Facilitating the Bridge for Singapore Managers to Domicile Funds in Jersey

Oakbridge has assisted several Singapore investment managers, regulated by the Monetary Authority of Singapore, in launching a series of funds. Jersey is an attractive jurisdiction for Singapore managers utilising the Jersey Private Fund (JPF) regime.

Led by Robin Wilson and Alex Smyth, the Oakbridge team, alongside Carey Olsen, supported Play Ventures on the launch of their venture capital blockchain and metaverse gaming fund. The fund invests in global early-stage pre-seed, seed, Series A, and blockchain and metaverse gaming companies and tokens. It was established as a JPF, which is an increasingly popular route for Singapore fund managers with digital asset-focused investment strategies.

Oakbridge also advised the Singapore investment manager Fintonia on the launch of its bitcoin-focused fund. Fintonia B21 (Jersey) Fund Limited is a JPF through which a sub-fund of Fintonia Liquid Funds VCC, a Singapore domiciled variable capital company, invests in a ‘master-feeder’ arrangement. The fund’s investment strategy is to provide investors with long-only exposure to bitcoin against US dollars in a quick, safe, and cost-efficient manner, with the option to earn a yield on the fund’s assets.

There is an option to include Jersey Expert Fund (JEP) terms in a JPF fund’s constitutional documents, enabling the fund to seek Jersey Financial Services Commission (JFSC) consent to convert to a JEP without greatly disrupting the existing investor base, delaying the conversion, or incurring high additional legal costs.

Oakbridge is seeing Singapore managers looking to use Jersey as a multi-fund platform, launch next-generation funds through a JPF, and expand their existing funds. Using a JPF can enable Singapore managers to achieve quicker speed-to-market launches coupled with lower initial launch and ongoing costs. This helps them efficiently build their track record, leveraging the highly skilled labour pool that underpins Jersey as a domicile of choice. This ultimately provides the manager with the scope to effectively scale their fund through Jersey’s tried-and-tested fund regimes. Singapore managers choosing the JPF demonstrates the global reputation of the structure, as in most cases, the managers are multi-jurisdictional.

Ogier acted for a regulated Jersey trust company in relation to the establishment of a new Jersey reserved power settlement by a Hong Kong SAR resident settlor. The trust was established for the benefit of certain members of the settlor’s family for wealth succession purposes.

The settled assets comprised interests in a number of BVI holding companies, which in turn held direct interests in the settlor’s trading businesses. The intention was that dividend income from the operating businesses would ultimately be received by the trust and invested in diversified assets.

The settlor was not named as a beneficiary of the trust, but certain powers were reserved for the settlor during their lifetime, including the power to direct the trustee in relation to the investment of trust assets, the power to appoint and remove trustees, and the power to appoint and remove a protector. Jersey’s Trust Law enables a settlor to reserve for themselves (or grant to someone else) certain powers, including investment powers.

Praxis is an independent global private wealth, corporate administration, and yacht services group with extensive experience in assisting clients with succession and estate planning. The Group is proud of its ability to support its global offering on the ground in Asia through its well-established and multi-lingual team in Hong Kong SAR.

Our experienced colleagues across Hong Kong SAR, Jersey, and the BVI worked seamlessly together, along with a Jersey law firm, to create a private trust structure (PTC) for a Hong Kong SAR national and resident. The client wanted to retain control over an inherited family business while ensuring a lifetime income for himself and his wife, who, along with the wider family, still hold a majority stake in the listed business.

The structure created by the Praxis team, using a BVI double company structure owned by the Jersey PTC, provides them with ongoing control. The Jersey PTC board, comprised of the settlor and close family members along with Praxis, provides the client and his family with the combination of knowledge and control of the family business. Additionally, the expertise contributed by Praxis assures that the trust activities comply with fiduciary duties and are administered to the highest regulatory standards.

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Supporting South East Asian Retailer with Employee Incentive Scheme

TMF provides several services for a South East Asian retailer’s employee incentive scheme, including: setting up a trust bank account, liaising with the company relating to the share plans, trustee meetings in relation to the vesting of awards and accepting trust assets from the company, arranging for shares to be sold/transferred, arranging for proceeds to be paid, FATCA and CRS reporting and maintaining trust records.

Benefits of using a Jersey EBT:

• Regulation in Jersey does not require client due diligence (CDD) to be collated on beneficiaries – provided that certain specific criteria is met. This reduces the costs and administrative burden associated with a service provider collecting this information.
• Jersey EBT’s maintain client confidentiality due to no requirement for the EBT to be registered or reported.
• As part of our expertise, TMF have share plan subject matter experts based in Jersey with years of experience in this area. Our technology specialists in relation to the online share plan platform are also based in Jersey.
• Jersey provides global support. The TMF Jersey Employee Benefits team liaise closely with the TMF teams in South East Asia to provide local support to the company when required.

Walkers’ Jersey team advises on the financing of the landmark redevelopment of Battersea Power Station following on from the record-setting £1.6 billion forward sale of the power station building to PNB and EPF in March 2019. The Walkers team – led by partner Jonathan Heaney and Group Partner Jon Le Rossignol – are longstanding advisers to the Asian lenders supporting the project and have advised since the start of the deal including on various stages of financing. The team has significant experience in respect of the establishment, acquisition, financing and disposal of holding structures for prime commercial and residential UK real estate assets, and Jersey continues to be a popular choice for holding assets of this type by Asian investors and their finances.