BL Magazine - City Edition 2019 by BL Magazine

GLOBAL BUSINESS: A VIEW FROM THE CHANNEL ISLANDS

BUSINESSLIFE

CITY EDITION 2019

Beneficial ownership Ethical investing • Fintech Insurance-linked securities M&A • Private equity • REITs Restructuring and insolvency

BUSINESSLIFE

CI AND THE Why the Channel Islands is a strong and stable partner for the City in turbulent times CITY EDITION 2019

Global specialist in trust, corporate and fund services, with 16 offices across 13 jurisdictions. Delivering bespoke solutions to a diverse client base of high-net-worth individuals, their families, international corporations, institutional investors and business owners requiring active wealth solutions.

www.zedra.com

Cayman Islands / Guernsey / Hong Kong / Isle of Man / Jersey Luxembourg / Malta / Netherlands / New Zealand / North America Singapore / Switzerland / United Kingdom Regulatory information is detailed on zedra.com

Welcome

A dependable friend A YEAR AGO, we dipped our toe in the water with the launch of our inaugural City Edition. Bearing in mind the close working relationship that many Channel Islands firms enjoy with their counterparts in the City, we wanted to showcase Jersey’s and Guernsey’s expertise to a wider audience. Eighty per cent of that issue was distributed across key City locations and every single copy was snapped up. And so, we’re delighted to launch our second City Edition. It comes at a time of great uncertainty for London-based colleagues and the UK as a whole as the journey towards a post-Brexit Britain continues. Of course, in times of uncertainty, you want strong and dependable friends by your side – a role that the Channel Islands are ideally placed to fulfil. As a partner, we have much to offer the City. In their joint comment piece on page 6, Dominic Wheatley and Joe Moynihan, the CEOs of Guernsey Finance and Jersey Finance respectively, set the scene: stable government; a highly-skilled and experienced workforce; a strong and independent judiciary; and regulatory frameworks that have won the approval of the EU and the FBI, no less. Andrew Rosindell MP, Chairman of the UK’s All-Party Parliamentary Group for the Channel Islands and a longstanding friend of Jersey and Guernsey, sums it up by defending the islands’ right to self-government while valuing their place within the ‘British family’ – a family he believes needs to stand together (page 38).

WORKING TOGETHER There are a growing number of areas where the Channel Islands are able to support the City with their world-leading expertise. Guernsey has become a jurisdiction of choice for restructuring and insolvency matters (page 66), thanks to the experience it has built up in this area in dealing with distressed funds post2008. UK lawyers are familiar with the island’s insolvency regime, drawing, as it does, on UK insolvency and company law. Lawyers across all three jurisdictions also continue to work closely on M&As and, in particular, on schemes of arrangement (page 60) – an increasingly popular route to deals. Indeed, the Channel Islands have become home to much of the major M&A activity being conducted in this way: the £46bn takeover of Shire by Japan’s Takeda Pharmaceutical earlier this

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year was executed in Jersey while Guernsey was home to Aviva’s 2015 acquisition of Friends Life for £5.6bn. And in the area of ethical investing, Guernsey Green Finance – founder of the Guernsey Green Fund, an accreditation for funds that adhere to a clear set of ESG principles – has announced a formal collaboration with UK Green Finance to promote sustainable investment initiatives between the two jurisdictions (page 32).

A FAMILIAR FACE Elsewhere in this issue, we were delighted to have had the opportunity to speak to Andrew McLaughlin who, as former Chief Economist of Royal Bank of Scotland, will be well known to many in the City (page 10). Since taking on the CEO’s role at RBS International four years ago, a programme of acquisitive and organic growth resulted in a 53% jump in income in 2018. Now, he tells us he is turning his attention to digital transformation across the bank to support colleagues and customers through the fourth industrial revolution. As a Jersey-based bank, RBS International is in the right place to drive such change. The Channel Islands are no stranger to digital and financial innovation. On page 70, we report on some of the fintech firsts that Jersey and Guernsey have been home to and find that they are not resting on their laurels. Through test beds such as the Jersey Sandbox, the Guernsey Innovation Soundbox and the Global Financial Innovation Network, the islands are working hard to stay ahead of the pack when it comes to digital innovation. We showcase plenty more Channel Islands expertise in this issue, including in the areas of insurance-linked securities and real estate investment trusts. Our readers in Jersey and Guernsey well know the areas we excel in. For our readers in the City, we hope this issue gives you an insight into the strong and stable partnership the Channel Islands can offer as Brexit approaches. n

There are a growing number of areas where the Channel Islands are able to support the City with their world-leading expertise

Eila Madden is Editor-in-Chief of Businesslife

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Contents

INSIDE

BUSINESSLIFE

Businesslife is published six times a year by Chameleon Group +44 1534 615886 www.blglobal.co.uk

18 CEO, CHAMELEON GROUP Carl Methven carl.methven@blglobal.co.uk EDITOR-IN-CHIEF Eila Madden

ADVERTISING sales@blglobal.co.uk NEWS AND EDITORIAL news@blglobal.co.uk

32 ESG investing

The financial services sector in Guernsey and Jersey

Why ethical investing has become a credible contender for delivering positive returns

10 interview RBS International CEO Andrew McLaughlin, on the fourth industrial revolution

ART DIRECTOR Angela Lyons SUB EDITOR Kate Wheal

8 in numbers

18 beneficial ownership

6 comment Why the Channel Islands remain a strong and stable partner for the City

The need for a global level playing field on public registers

26 insurance Guernsey’s market in insurancelinked securities is thriving

GENERAL ENQUIRIES enquiries@blglobal.co.uk

38 interview Andrew Rosindell, Chairman of the All-Party Parliamentary Group for the Channel Islands, on Guernsey’s and Jersey’s place in the British family

46 private equity PE’s love affair with the offshore fiduciary services sector is hotting up Office: Meadowlands, La Rue a la Dame, St Saviour, Jersey JE2 7NQ

The BL Global Discussion Forum

© Chameleon Group Limited, all rights reserved. Reproduction in whole or in part without written permission is prohibited. Views expressed by our contributors are their own and do not necessarily represent the views or policies of Chameleon Group. While every effort is made to achieve total accuracy, Chameleon Group cannot be held responsible for any errors or omissions.

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Contents

contributors

AMY CARROLL

Amy has been covering the private equity industry for over two decades. She was Editor and Events Director of European PE title Real Deals for 14 years.

ALEXANDER GARRETT

Alex is the editor of Businesslife’s The Knowledge. A former Fleet Street journalist, he now regularly contributes to a portfolio of titles, including Management Today and Money Observer.

66 52 real estate

70 fintech

The Channel Islands is giving London a run for its money in the REITs revolution

Can Guernsey’s and Jersey’s test bed environments help them to win the digital innovation race?

60 m&a Schemes of arrangement – the new route to takeovers

66 restructuring and insolvency

98 20 questions Jersey Finance’s Robert Moore and Guernsey Finance’s Christine Gill, on what they love about London

Why Guernsey has become the jurisdiction of choice for businesses in distress

TIM GREEN

Tim has been writing about technology for 20 years. He was previously a Senior Analyst with Screen Digest and Editor of Mobile Entertainment.

KIRSTY WHITTLE

the Knowledge Navigating the changing face of the City, wellbeing apps, and lots more

Kirsty is a specialist insurance writer who has worked for one of the industry’s main titles and with the in-house editorial team of a leading reinsurance broker in the City.

FINDING THE BEST BRAINS IN THE BUSINESS, WE CALL IT RESOURCING EXCELLENCE. www.blglobal.co.uk WWW.KENDRICKROSE.COM

y edition 2019 I N F O @ K E N D R I C K R O S E . C O M 0 1 5 3 4 7 1 5 1Ci5t0

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COMME NT

The City offshore

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DOMINIC WHEATLEY CEO, Guernsey Finance

JOE MOYNIHAN CEO, Jersey Finance

As the Square Mile enters uncharted Brexit territory, the Channel Islands can offer the strong and stable environment it’s looking for to keep the wheels of business turning

he City is no stranger to uncertainty. From the Big Bang of deregulation in the 1980s to the great financial crisis of the 2000s, its institutions and professionals have successfully navigated their way through uncharted territory. Today, that territory is Brexit. With few clues about what the UK’s trading position with Europe will be once it leaves the European Union (EU) – and prospects of a ‘no deal’ very much back on the table – the City is understandably looking around for alternatives to a direct trading relationship with the EU. The Channel Islands are an obvious partner to turn to. Regardless of how Brexit plays out, the UK’s relationship with Jersey and Guernsey won’t change from a regulatory or market access perspective for financial services. Neither will the islands’ existing third country status within the EU. This means we can continue to offer the City a stable business environment in which there are existing trading platforms into the EU. For example, within the funds

industry, our national private placement regimes offer tried and tested ways in which UK-based fund managers can continue to access European investors via the Channel Islands rather than risk setting up funds in the UK, where the future for trading is more uncertain. Questions have also been raised about whether the City can retain its leading position as a global centre of finance in a post-Brexit world. We believe it can, and our own business environments – which complement the City – can only help to broaden its appeal to international business and strengthen its competitiveness on the global stage. Indeed, it was the former Lord Mayor of London, Sir Alan Yarrow, who some years ago described the Channel Islands as ‘the City offshore’. His words encapsulate our symbiotic relationship with the City and the role we play as a key partner in its positioning as a major global financial centre. As an example of this, a significant amount of the UK’s inward investment is channelled through Jersey and Guernsey and, increasingly, the business being done on the islands is more global. Much of the capital inflows that we are seeing from the Middle East, the Far East and Africa are eventually invested in the UK. We are seeing

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capital flow in the other direction, too. A significant amount of the funds we raise for the alternative asset space comes from the UK for onward investment into other regions. So we have a very important role to play in working with the City to attract and be part of international business. That’s borne out by research from TheCityUK, which puts the islands in the top 10 import and export markets for the City of London and UK financial services.

PERFECT PARTNER

Why are the Channel Islands such strong partners to have on board? In addition to the stable government – and stable and easily understood tax systems – that both islands enjoy, we boast three other important strengths: our people, our judiciary and our regulation. The financial services knowledge and expertise that we have across the islands is consistently acknowledged and understood by the City, and is evident in the way City professionals regularly refer business to us and place their most important clients in our hands. As islands, our expertise overlaps in some areas of financial services and we have complementary skill sets in others. For example, Guernsey has become Europe’s leading jurisdiction for captive insurance, while Jersey is home to the largest Society of Trust and Estate Practitioners chapter in the world, indicating the degree of its expertise in the trust sector. However, what is common to both islands is our passion for the professionalism of our financial services industry. To this end, we place a huge emphasis on continuous training and development. This accumulation of expertise over the past 50 to 60 years has given us an extremely strong pool of experienced professionals to take on non-executive director and trustee roles, ensuring high standards of governance across our financial services sector. It also means we have built up a significant amount of legal expertise. This, alongside our independent judiciary, gives international investors confidence that, in the event of problems, they are guaranteed fair treatment. This helps to create a stable environment in which large international financial transactions can take place.

REGULATORY STRENGTH

The real strength of the partnership between the City and the Channel Islands, however, lies in the high-quality regulation that exists across Jersey and Guernsey and the degree of comfort that the City gains from the strong working relationship that regulators across all three jurisdictions have. We understand that, from a global investors’ perspective, there is only one place to be – at the top end of the quality spectrum. Some 15 to

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20 years ago, we started investing in the quality of our regulatory environment for the long term. This has no doubt cost us business, but our governments have been very clear in their demands for a high-quality and compliant financial services industry that can attract the premium global brands that don’t want to be associated with jurisdictions under the regulatory spotlight. As part of this long-term investment, we have built up extraordinary expertise in responding to challenges that arise – such as tax evasion and terrorist financing. We understand, respect and are enthusiastic disciples of global initiatives to tackle these problems. The FBI recently acknowledged the very significant strengths of our anti-money laundering regimes and, earlier this year, the EU placed Jersey and Guernsey on its whitelist of cooperative jurisdictions because of the way we were able to clearly demonstrate the economic substance of our financial services industry and other business conducted across the islands. Both islands have a history of adapting to meet changing international standards. As those standards change, the islands will ensure we can show equivalence with those standards in line with our strategic policy of the highest quality of corporate governance and compliance.

SUPPORTIVE MAJORITY

Clearly, we have much to offer the City as it moves into uncharted Brexit territory. We value the strong relationships that we already have with businesses and representative bodies across the Square Mile, and we will continue to engage with them and be ready and available to provide the expertise and support that they require to serve their customers. As the UK looks to strengthen ties with markets beyond the EU, we are keen to offer help where we can by drawing on the interests and relationships that our jurisdictions have already built up with other regions around the world. There are plenty of people in the City who understand and value what the Channel Islands do and we always welcome the backing we receive from the vocal minority. We would be delighted to see the supportive majority join these voices as we prepare to enter the post-Brexit era. n Dominic Wheatley and Joe Moynihan were in conversation with Eila Madden, Editor-in-Chief of Businesslife.

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In numbers

The Channel Islands financial services sector, at a glance BANKING JERSEY Banking licences (as at 31/12/18)

GUERNSEY Banking licences

Banking deposits (as at 31/12/18)

Banking deposits (as at 12/18)

£122.8bn

£97.4bn

Number of highly skilled finance professionals (as at 31/03/19)

13,750+ PRIVATE WEALTH

JERSEY Foundations formed since 2009 (as at 31/05/19)

379

GUERNSEY Number of regulated trust and corporate service providers

150

Regulated trust company businesses (as at 30/09/18)

181

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In numbers

insurance GUERNSEY Number of regulated international insurers

644

Number of insurancelinked securities

311

Number of captive insurance companies (non-cellular)

209

Number of captive cell companies

107

Gross assets

£28.33bn Premiums

£5.1bn

funds

GUERNSEY Total number of funds (as at 31/12/18)

JERSEY Net asset value (as at 31/12/18)

Number of new funds (12/17 to 12/18)

813

£319.9bn 87

Total net asset value Total fund under investment management (as at 31/03/19) (as at 31/12/18)

£23.3bn

Jersey Private Funds authorised (as at 31/12/18)

205

£280.4bn Total net asset value three-year growth

+29.8%

Jersey fund promoters

260

Sources: Jersey Finance, Jersey Financial Services Commission, Government of Jersey, Monterey Jersey Fund Report 2018, Guernsey Finance, Guernsey Financial Services Commission

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City edition 2019 9

Interview

The

interview Andrew M Laughlin c

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Interview

After delivering on a four-year growth strategy, RBS International CEO Andrew McLaughlin has begun a programme of digital transformation for the Jersey-based bank. But, he says, all stakeholders on the island must put their shoulder to the wheel if Jersey is to win in this fourth industrial revolution Words: Eila Madden Pictures: John Liot How has your academic career benefited you at RBS? Has it given you a different perspective compared with career bankers? With the benefit of hindsight, yes it did – and it still does. Studying for the PhD, in particular, has given me an ability to connect myself and business to the world around me and therefore improve the strategic options for the business. When you’re researching a PhD, it’s your job to try and connect your research with a wider set of interests. The second thing is you’re training hard to be intellectually curious, and I think that does bring a lot of creative thinking to problem-solving. The final thing it gave me was an inner confidence and resilience – I realised that if you put in the work, you will get the right outcomes. As I’ve gone through my corporate life, which is now 25 years, those things have become more and more valuable to me. Much of your career with RBS was spent as its Chief Economist and it’s quite unusual to move from that into a CEO role. Again, has the Chief Economist experience given you a slightly different perspective compared with other CEOs? Well, it’s even more unusual than that. I was in various economist/strategy roles from 2001 to 2008 and then, at the height of the crisis, I was asked to look after all aspects of communication, public affairs and marketing. So I had a little step in between being Chief Economist and CEO, which was crisis communications in all its forms. I’m not sure there are too many Chief Economists or Directors of Communication who then took up a CEO position, but it was always my ambition to do that. It was just about trying to find the right opportunity within the business. I’m entirely grateful to the bank because I recognise it’s not a well-trodden career path but, thankfully, the bank’s the sort of employer that will look at your ability and skills, regularly assess and test those, and try to connect you with opportunities that stretch and develop you. It’s a huge advantage when you’re a Chief Economist in that you have to learn to write well and succinctly. You have to really think hard about how to get

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What’s your background and how did you get to where you are now? My parents had a very small business, which was a great example to me in terms of work ethic, customer service and partnership. But it wasn’t a lucrative business – I always felt they deserved more for the amount of effort that they put in. So I didn’t want to go into that business after school and went to university instead. In my second year at university, a great lecturer – a chap called David Donald, who sadly just passed away – saw something in me and really encouraged me to take my studies seriously. That was a turning point, because I then surprised everyone, including myself, with some of my achievements at university – my first degree and then a PhD, collecting a couple of prizes and so forth – and that got me fast-tracked into academia. In my academic career, I was always very interested in the nexus between business, economics and policymaking and I’ve retained that interest to this day. Around the late 1980s/early 1990s, when I was finishing university, there was a lot of funding to support academic research in the lead-up to the European single market programme and the creation of the European Union (EU), and I threw myself into that. It connected with me. I was interested in the idea of making things bigger, of countries integrating and connecting rather than keeping themselves apart. It’s obviously a source of some personal sadness to see some of that unravelling across the UK and elsewhere. It was during my third academic post that I sort of fell into banking and finance. The Royal Bank of Scotland (RBS) asked me to do a little bit of consultancy relating to my academic work to support a project in the bank, and thereafter they asked me if I wanted to join full time and do similar work for them. However, I was always confident that I could keep in touch with academia and go back to it if I didn’t like banking and finance. Also at that time, I got married and started a family – so I was also a bit more focused on remuneration than I had been in the previous five or six years.

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City edition 2019 11

Interview

we opened branches in London and in Luxembourg because we think it’s vital that we connect the Channel Islands to those cities

Why did becoming the CEO of RBS International appeal to you as a career move within the bank? While I was RBS’s Chief Economist, I would regularly come down to the Channel Islands and give presentations to the Chambers of Commerce or have individual meetings with customers and government and so on. When the option to become CEO of RBS International started to appear on the horizon, I thought: “Actually, I’ve got some knowledge of that business and those markets; this is an opportunity for me to go into a business that was in the doldrums and do something really special with it.” That’s because I knew that the business was rooted in strong economies. I knew that if it had survived the financial crisis intact, then it must have a deep customer franchise. I felt I could go in and make some changes in the business and have a chance at being successful.

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You’ve been on the parent group’s executive management committee since last October. How is that role benefiting what you are able to do for RBS International? In fact, I was on that executive committee from 2007 to 2014, but I stepped off it to take this job. So, in corporate speak, I took a step down to come to RBS International. But I’d hoped that if we were successful and our strategy worked, there would be an opportunity to step back up again. So it’s really pleasing, after four years, to go back up to that top table, which of course brings profile, investment and creative connectivity between RBS International and the rest of the bank, so it’s a very important relationship. But, really, I’m back up there because of the efforts of our 1,700 colleagues working across our six jurisdictions. In a nutshell, can you tell us what RBS International does? We’re focused on meeting the financial needs of our customers and if we do it in the right way, we’ll inspire their trust, from which comes loyalty and repeat business. There are two things that we try to do well. First, we try to deliver the everyday banking services of our UK high-street bank, NatWest, and private bank Coutts to customers in our markets. We bring those brilliant customer experiences and deliver them to households, wealth creators and businesses in our local markets such as Jersey and

Guernsey with people based on the ground. Clients like to deal with the people who are making the decisions, and that is central to our business model. The second thing we aim to do is be the leading bank to the European fund sector, which exists onshore in places like London and Luxembourg and offshore in places like Jersey and Guernsey. That’s why we opened branches in London and in Luxembourg; we think it’s vital that we connect the Channel Islands to those cities. You mentioned that when you took on the role of CEO at RBS International, the business was in the doldrums. Then in 2018, you reported a 53% jump in income and the 22nd consecutive year of profit. How have you achieved this turnaround in performance? If you look at the period from 2015 to 2018, we embarked on a strategy to try to open a growth frontier in new locations – principally London, Luxembourg and Edinburgh – whilst also improving every facet of the existing business. So, while these results do look quite eye-catching, they actually represent the culmination of four years’ hard work by everyone in the business. We did two things. The first was to try to take advantage of regulatory change so that we could acquire significant new customers. The second thing we focused the strategy on was to significantly improve our ability to meet more of the financial needs of

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your key insights across to a very broad audience. At one moment, you would be writing a weekly one-page brief to 40,000 customers; at another level, you might be sat in front of a FTSE 100 director trying to give them advice on their market. So the ability to communicate and engage is key. And the second thing about business economics is that a lot of it is about trying to think through and support strategy. Both of those aspects have been a great asset as I’ve come into the CEO role.

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We get straight to the point, managing complexity to get to the essentials. Every piece of work is a collaboration. We listen actively, asking the right questions, focused on what really matters. We deliver targeted, pragmatic advice with absolute clarity. To the point. Legal Services British Virgin Islands Cayman Islands Guernsey Hong Kong Jersey London Luxembourg Shanghai Tokyo

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Interview

You said that the bank was taking advantage of regulatory change – what change was that? I was referring to the so-called UK ringfencing legislation. Ringfencing is a unique UK government response to the 2008 financial crisis. No other country has followed this approach. And it’s fair to say that, for most British banks, it’s involved almost an eight-year programme of tumultuous change in their organisational and legal structures. When I held the role of Director of Communications, one of the tasks I had back in 2010-11 was to keep track of the Independent Commission on Banking, led by Sir John Vickers, and to understand those reforms as they were being put into legislation. So, when I came into RBS International, I had a very good understanding of that legislation and thought we had an opportunity to make a virtue of necessity. For RBS International, which could exist as a bank outside the ringfence – and for Jersey, quite frankly – it was an opportunity to acquire lucrative business, which we knew was going to be prohibited from the UK banks. It allowed us to open that London branch to look after those new customers and we acquired the depositary services business in Edinburgh. So, really, I think others’ loss has been our gain. And I hope that it’s been Jersey’s gain as well, because our headquarters are there and I think it’s increased the number of high-value-added jobs in the business on the island. What was your proposition to these new customers? A typical UK bank customer that fell outside the ringfence would be a European asset manager who requires all aspects of multicurrency and funds banking and who requires depository services for the investment funds that it manages. If you think about a large investment fund manager, they will have business activity in the Channel Islands, London and Luxembourg. So, if we could establish ourselves in London and Luxembourg, we could then go to these new customers and say: “Look, whether you want to be onshore or offshore, whether you want to be inside the EU or outside the EU, we can meet all your financial needs with one banking platform and one service culture that you can trust and rely on.” That really was our proposition during this period of change.

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others’ loss around ringfencing has been our gain. And I hope it’s been Jersey’s gain, because our headquarters are there and I think it’s increased the number of high-value-added jobs in the business on the island

You recently announced a new three-year growth strategy. What will this focus on? Over the past four years, we’ve grown the business by about 40% through these regulatory-inspired acquisitions and just growing with our existing customers. In the next three years, what we really want to focus on is bringing digital innovation to the heart of the bank, so that we make it much easier for colleagues to meet the needs of our customers and to deliver high returns for our shareholders. If we get it right, it will make us a strong and reliable partner for the Channel Islands, for the governments, for the regulators and for the community. If we can access new technologies to make us the easiest bank for customers to deal with, you’re also going to be the best place to work for colleagues, because what really inspires and excites colleagues is their ability to look after the customers really well. So, we’re really focused on bringing those technologies in. The bank has a scouting group in California that works with fintechs around the world and we’re now working with some of those organisations, showing them our business challenges, sharing with them the key customer experiences that we want to transform and getting their input as we try to bring a completely new approach to some of these services. This spring we have had two fintechs on the ground working with our teams.

What types of innovation are you working on with these fintechs? If you spoke to a number of different businesses in the financial services sector, all of them would say that the onboarding or account opening of new clients postcrisis has become a very expensive, lengthy and complicated process. I liken it a little bit to what happened to people trying to travel through airports in the period after 9/11. The industry had to respond to a profound change in security arrangements, but that created disruption. That was 2001. Here we are in 2019 and we’ve reached the stage where you can travel through an airport – I’ve just done it in America – and you don’t have to take anything out of your bag. They have the technology now to see everything that’s going on, so you can move through quickly. Similarly, you don’t even need your passport in some airports, or you certainly only have to show it once. It’s taken that industry almost two decades to figure out how to restore what was previously a fairly straightforward and convenient experience, while responding to the massive change in risk for airline travel. The same thing’s happened in financial services. Quite rightly, regulators have concerns about money laundering, terrorist financing and other aspects of financial crime and fraud. Cumulatively, we’ve introduced a whole layer of security into the opening and monitoring of bank accounts to try to address those risks, and then suddenly found the experience for customers is poor. We’re working with fintechs to try, like the airports, to restore an easy, convenient but safe process to account opening. If we can do it, it will be a huge productivity gain, not just for us but for our customers and for the regulators and, very importantly, for the economy of places like Jersey and Guernsey. Do you foresee a reduction in employee numbers as you move towards more automation and digital innovation? All of my experience as an economist tells me that in periods of seismic change, in the short run some jobs are disrupted more than others, but you normally end up with even more jobs and opportunities in the economy than you started with. What’s very difficult to be specific about is who will be most disrupted and what future jobs will be available to people. To give you a good example of this, we have just introduced eight new customer journey manager roles in the Channel Islands. We have those jobs because when you’re applying those digital technologies, you’re able to look at the customer experience from one end to the other. Those are jobs that didn’t exist before. The bank has done a lot of research on the skills capabilities it feels that it will need by 2025, when we’re a fully digital organisation – we call it Future Capabilities.

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existing customers in the Channel Islands – for example, striving to increase by 20% the number of mortgages we were able to provide to customers in the islands. So we acquired new business and we won new business and the two things together give you those results.

Interview

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Interview

We’ve set out those requirements. We now use them for all recruitment and we’re really focusing people’s development plans on acquiring those new skills. So there’s a big change taking place in the bank to support colleagues through what we recognise as this fourth industrial revolution. We’re headquartered in Jersey and the whole of Jersey is going through this transition, including the public sector. Our other commitment to staff is that if we don’t have a job for you, we will make sure you’ve got the skills that mean someone else will have a job for you. I think it’s really important that we have that workforce plan in place with the Government of Jersey and others, so that if people leave banking and finance, they can be absorbed into the rest of the economy. This is a really important point, more narrowly, in the Channel Islands. I feel strongly that the finance sector must accept that, because it hasn’t fully automated, we are taking up labour, land and buildings that could be very usefully redeployed within the economy for housing and other sectors. It’s really important that we invest and have the highest-value-added jobs possible in the financial sector in order to make sure that other sectors can access the people and infrastructure. What is your assessment of how Brexit is going to affect RBS International? I saw someone say that the political separation from Europe is going to take longer than the geological separation of Britain from Europe – and it’s certainly starting to feel that way. But, yes, my sadness expressed earlier was a personal one because, as an academic, I devoted a part of my working life and thoughts to the single European market programme, less so to the political aspects of integration. I still think there is a huge amount of benefit for all of Europe in that programme. However, we are where we are. With my business hat on, the first thing I’d say is that Brexit is an emotional and a political issue, but it’s not an economic issue. That’s become very evident in the period since the referendum. Our bank, from the Chairman down, has been clear that we see no economic upside from Brexit within five years, but we understand and respect that people do not vote for economic reasons alone. Like all businesses, I think RBS International can do without the uncertainty that Brexit has visited on our

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It’s a very exciting time for the Channel Islands because you don’t need to be big, you don’t have to have lots of natural resources. you can develop unbelievable business opportunities out of the minds of your citizens

marketplace. There is no doubt that some of our expat mortgage customers – British people working around the world – have become more cautious about reinvesting their earnings in buying properties in the UK and there’s no doubt that some of our largest funds clients have become more cautious about putting their investors’ funds into UK assets.

How is the bank preparing for the day when Brexit finally happens? In operational terms, RBS International has a comprehensive Brexit readiness plan in place for all outcomes when the time comes. We’ve shared that with the governments in our jurisdictions, and with the regulators, so that they can see how we are planning for the potential impacts and range of outcomes. Brexit has already had an impact on our strategy because one of our reasons for opening the branch in Luxembourg was to give us a hedge against Brexit. We wanted to be in a position where, if a customer said to us: “I need to stay inside the EU”, we could effectively continue to look after them via our Luxembourg branch. All that remains to be seen is whether the nature of Brexit means Luxembourg suddenly becomes the biggest growth node in our business very quickly or whether, as at the moment, it becomes a fast-growing part of our business. The UK government bailout of RBS in 2008 caused great reputational damage at the time. How do negative headlines about the parent group affect RBS International in terms of business and employee morale? Like everyone working in banking before 2007, I was profoundly chastened by the crisis. I had a public profile because of my job as Chief Economist and it really did teach me a lifelong lesson in humility. Almost a decade on, the intensity of the reputational storm has dropped and the focus is on trying to rebuild customer and

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Interview

FACT FILE

Name: Andrew McLaughlin Age: 51 Position: CEO, RBS International Home town: Beith, North Ayrshire Studied at: Glasgow College and Strathclyde University First job: Research Fellow, University of Aberdeen Family: Four children Hobbies: Sports and theatre Did you know: Andrew’s 1993 doctoral thesis won the Walter Bagehot prize for the best UK dissertation; he was also named Large Business Director of the Year at the 2019 IoD Jersey Awards

public trust almost street corner by street corner, interaction by interaction, daily experience by daily experience. That’s something the bank measures very closely: how is trust returning among customers who know us and deal with us every day, and how is it returning among the wider public who don’t deal with us every day and therefore have a view of us which is largely shaped by our reputation and how we’re reported? RBS International was insulated from the storm more than one might imagine because it remained profitable even at the height of the crisis. It remained reliable for its customers and it remained very safe for its regulators and others. It didn’t make too many knee-jerk decisions. That said, it was a traumatic time. I’m sure colleagues sat on the bus hiding their staff passes. I’m sure people felt really uncomfortable at dinner parties and walking in the street because they were tied to the most enormous hit probably imaginable in corporate life – and that probably remains true to this day. It’s a huge testament to the 1,700 colleagues in RBS International that our customer trust scores are significantly higher than most UK banks. They managed to maintain daily interactions with customers. Although the news was terrible, customers were in a relationship with someone they trusted, even if they had doubts about who they worked for. But I don’t think anyone in any part of the bank is going to forget what happened.

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RBS’s CEO Ross McEwan, who steered the bank through this very tricky period, has announced that he intends to stand down. What’s your assessment of how well he’s done, and what type of leader do you think the group needs for its next phase of development? Ross is a great leader. He’s a very authentic and warm man. The great thing about him as CEO is that he sticks up for the customer every day. That’s a huge legacy he’s left culturally in the business. I’ve worked with four CEOs in my time at the bank, and three others who were colleagues in the bank who’ve gone on to be CEOs at other banks, and all of them have their strengths. Ross is probably the only one who could have sat in my dad’s shop and engaged him about his business and his personal life – that’s probably the biggest compliment I can pay him. The board are now conducting an internal and external search for Ross’s successor. Whoever’s in charge, I just want them to be good, and I recognise that I and all colleagues in the bank have a role to play in that by supporting them and doing our job well every day for the customers. The changes Ross has brought about in our values and culture – the incredible focus on the customer – will endure and it’s absolutely essential that it does. But also, of course, we hope that whoever’s in next will bring something of themselves to the job and build on his and other people’s work. Have you thought about putting yourself forward for the post? No, that’s not one for me. I’m perfectly happy doing what I’m doing. As an economist, what’s your view on the shift we’re witnessing in the economic world order, and how do international financial centres such as Jersey and Guernsey need to respond to this? The biggest thing I’ve seen happening since the crisis is that the US has skilfully re-established its dominance in the global capital markets and investment banking and I think Jersey, in particular, has noticed that. It has begun to invest in an office in New York and that’s a very important development. But probably the most pressing thing for all of our jurisdictions – be it Jersey, Guernsey, the Isle of Man or Gibraltar – is to work out the relationship with the UK and the EU in a post-Brexit world. What they decide there will have a big bearing on how they pivot into the rest of the world.

Looking ahead, what do you see as the major challenges – and opportunities – facing the Channel Islands banking sector? It feels to me that the Channel Islands are reaching an inflection point. They did incredibly well from the last industrial revolution, which was really the liberalisation of financial markets from the mid-1970s up until 2006-07. That industrial revolution fundamentally changed the economic prospects of the Channel Islands. But now they have to face up to this fourth industrial revolution. These emerging digital, AI and robotic technologies are disrupting business models and public sector service delivery models, They’re transforming people’s lives and their life chances. It’s a very exciting time for the Channel Islands because in this new industrial revolution you don’t need to be big and you don’t have to have lots of natural resources such as land to succeed. You can develop unbelievable business opportunities out of the minds of your citizens. I think that’s incredibly exciting. But it’s therefore vital that, among other things, we get public services – including education – in the best possible shape while business leaders are trying to get their companies in the best possible shape. We all need to put a shoulder to that wheel if Jersey’s going to be a smart, successful and healthy place for the next generation. Jersey’s government – and we’re seeing the same thing in Guernsey now as well – had the self-awareness and vision to realise they needed to bring a very experienced senior leader into the public sector. That was a big step and I think they’ve recruited well in Charlie Parker, the Chief Executive of the Government of Jersey. He deserves the support of business leaders who know how difficult it is to implement transformational change. So for me, over the next couple of years, the biggest thing is that we support the government as they try and go through that huge reform process, that we support the leadership because we know how difficult it is. And, between us, I hope that we can lead Jersey, Guernsey and the other places well through this fourth industrial revolution. We must not fall into that trap of everyone commenting on everyone else’s work, and everyone being a world-class problem identifier rather than putting their shoulder to the wheel to solve what seem like big problems but are actually big opportunities. n

City edition 2019 17

Beneficial ownership

Pressure from some parts of Westminster to persuade the Crown Dependencies to adopt publicly accessible registers of company ownership may have borne fruit, though adoption of these registers looks to be somewhat uncertain

Levelling the IN A JOINT STATEMENT on 19 June,

Guernsey, the Isle of Man and Jersey announced a three-stage plan culminating in public access to their registers of beneficial ownership. However, the devil may very well lie in the detail, which says public access will be aligned to the approach taken by the European Union (EU). The UK was the first G20 country to introduce a fully public register of what it terms “persons with significant control” of companies and limited partnerships. That was in April 2016. Meanwhile, the EU’s Fourth Anti-Money Laundering Directive (AMLD4), which came into force in July 2017, required member states to establish central registers of beneficial owners of corporate entities and trusts. However, many EU countries have not yet implemented AMLD4, which provided for access to data “to any person or organisation that can demonstrate a legitimate interest”. How exactly this was to be interpreted would be down to individual member states to decide, but would almost certainly include the competent authorities and financial intermediaries or members of regulated professions performing customer due diligence. This remains the case, so aligning the Crown Dependencies’ public registers

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with those of EU member states’ interpretation of AMLD4 looks to be far from straightforward because they could be inconsistent with each other. This is the first of many potential obstacles to full implementation of public registers in Jersey and Guernsey.

THE UK AND JERSEY MODELS Currently, there are significant differences between the UK and Jersey models. While the UK register maintains records of ownership supplied by companies themselves, the Jersey approach requires trust and company service providers (TCSPs) – who register companies on behalf of overseas persons and businesses – to carry out independent checks of their own into beneficial ownership and supply their data to the registry. The registry itself also uses public and private information sources to carry out its own due diligence. The result provides a double lock against potential wrongdoing. In December 2015, Moneyval, the Council of Europe’s expert committee on anti-money laundering measures and the financing of terrorism, endorsed the World Bank’s view of the Jersey model following its fourth assessment visit to the island. It said: “Jersey’s combination of a central

register of the UBO [ultimate beneficial owners] with a high level of vetting/ evaluation not found elsewhere, and regulation of TCSPs of a standard found in few other jurisdictions, has been widely recognised by international organisations and individual jurisdictions as placing Jersey in a leading position in meeting standards of beneficial ownership transparency.” Guernsey has a similar register to Jersey’s; it is centralised but not public. The islands have, until now, continued to resist pressure from the UK Parliament to toe the UK line on this. First, the constitutional position is that the islands are not represented in the UK Parliament and they have their own legislatures. Second, they have said for some time that their own registers are simply better. As recently as March of this year, Lyndon Trott, former Chief Minister of Guernsey and currently the island’s Deputy Chief Minister, said: “Public scrutiny of beneficial ownership registers is irrelevant to their effectiveness, and undermines the normal standards of privacy of personal affairs in a way that is as unreasonable as it is ineffective. What is important is that registers are maintained and the data verified in real time, and that the data is available to appropriate tax, law

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Words: Richard Willsher

Beneficial ownership

playing field

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City edition 2019 19

OUR PERSONAL FINANCIAL ADVICE BEGINS WITH ONE QUESTION:

WHAT MATTERS TO YOU? juliusbaer.com

Bank Julius Baer & Co. Ltd., Lefebvre Court, Lefebvre Street, St Peter Port, Guernsey GY1 4BS, T +44 (0)1481 726618 Bank Julius Baer & Co. Ltd., Guernsey Branch is licensed in Guernsey to provide banking and investment services and is regulated by the Guernsey Financial Services Commission.

Beneficial ownership enforcement and security authorities in a timely manner. “Guernsey’s register meets all of these criteria to standards in excess of the UK’s register and clearly complies with accepted international standards.” So why the apparently sudden volte-face?

THE THREE STAGES

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hamstrung themselves through apparently conflicting legislation. He points out that the public registers required by AMLD5 may conflict with the right to personal and family privacy under Article 7 of the EU Charter of Fundamental Rights – while Article 8 of the charter provides that “everyone has the right to the protection of personal data concerning him or her”. Furthermore, Panico points out: “Public access to beneficial ownership registers appears to be directly in breach of some relevant provisions of Regulation 2016/679 of the General Data Protection Regulation (GDPR), which came into force across the European Union on 25 May 2018. “Article 5 provides some basic principles for the processing of personal data. These include ‘purpose limitation’ – ‘personal data shall be collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes’.”

GLOBAL STANDARD While Europe wrestles with conflicts in its legislation, other jurisdictions have a very long way to go if they are to provide any degree of transparency. Take the US. Individual states would need to legislate, but some – notably Delaware and Wyoming – regard their secrecy and freedom from prying eyes as competitive advantages that encourage businesses to incorporate in their states. “The US does not operate a beneficial ownership register,” explains Louise Bracken-Smith, CEO of Fairway Group, which provides trust, fund and pension services. “The US is the most opaque country of all, and there does not seem to be a global body that can tackle this issue of transparency to ensure that we are all operating on a level playing field.”

AMLD5 requires public access to data on the beneficial owners of legal entities such as companies. EU member states have until 10 January 2020 to implement AMLD5 into national law

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On closer inspection, the volte-face may not be as sudden as it seems. Despite the recent announcement, in reality, the adoption of public registers in the Crown Dependencies and in other jurisdictions could take a very long time. And perhaps they may still not be adopted. This is because of the three clear stages, set out in the joint statement from the governments of the Crown Dependencies, that need to be met before public access can be granted. These are: first, “the interconnection of the islands’ registers of beneficial ownership of companies with those within the EU for access by law enforcement authorities and Financial Intelligence Units”; followed by “Access for financial service businesses and certain other prescribed businesses for corporate due diligence purposes”; and then “Public access aligned to the approach taken in the EU Directive” (our italics). Although the Crown Dependencies have for a long time said that they will comply with public access to their registers, provided this has become the global standard, Steve Le Seelleur, Managing Director of Equiom Jersey, points out that this is a long way off. “Apart from the UK, Denmark is one of the few countries (the others being Ghana, Nigeria, Ukraine) that has already implemented a public register of beneficial ownership,” he says. “And it’s gone one step further by making this information structured and available under an open licence.” However, even though the Channel Islands are not members of the EU, in order to support their case for having access to EU markets, they will probably need to demonstrate the equivalence of their practices to those of the EU. Moreover, a new move is under way; the Fifth AntiMoney Laundering Directive (AMLD5). Le Seelleur explains: “AMLD5 requires public access to data on the beneficial owners of legal entities such as companies. EU member states have until 10 January 2020 to implement AMLD5 into national law.” Given that most jurisdictions have yet to implement AMLD4, it remains to be seen what actions they will take with regard to its successor. There are further, legal, obstacles. In his 1 May article in the IFC Review – ‘Are public registers of beneficial owners in breach of the GDPR?’ – Paolo Panico, a lawyer practising in Luxembourg and Scotland, points out that Brussels lawmakers may have

City edition 2019 21

Beneficial ownership

More than 100 countries already cooperate under the OECD’s Common Reporting Standard, so most information is already available to those who need it

Geoff Cook, until recently head of Jersey Finance and now a Non-Executive Director and Consultant, agrees. “In many states in the US, they don’t capture beneficial ownership information at all, never mind have a register. To go from where they are now to capturing that information on every company director and then publishing it is inconceivable. I just can’t see it happening in any foreseeable timeframe, certainly not in line with the European intent.” He is sceptical about other jurisdictions too. “I can’t see it happening either in the Middle East nor in Asia. Culturally, their family business is still the primary business unit. They tend to keep their business affairs private for family reasons, and also for commercially competitive reasons.” Cook continues: “I can’t see China or Africa adopting it either. To me, this isn’t a global trend; it’s something that certain groups in the UK are agitating for that Europe may adopt. But I can’t see many other countries joining the party.” This makes the statement on the newly announced measures from Chief Minister of Guernsey, Deputy Gavin St Pier, sound a little hollow – unintentional though that may be. He said: “Guernsey has stated repeatedly that we would move to a public register of beneficial ownership as that becomes an international norm. We are publishing a detailed action plan to demonstrate how Guernsey will respond to global developments in regard to beneficial ownership over the next couple of years. It will also help understanding of our commitments and approach.”

THE FUTURE So how does the future look for global adoption of beneficial ownership registers? Claire Weeks, Counsel at London-based law firm Maurice Turnor Gardner, says: “The starting point is that the global benchmark is currently set by the Financial Action Task

22 City Edition 2019

Force, the intergovernmental organisation. Their current recommendations require that the information is accessible by competent authorities, but does not require the making of that information available to the public. So, that’s the [current] Jersey model rather than the UK model.” That could be a likely path, but, as Weeks points out: “Every time we have a scandal like the Panama Papers and the Paradise Papers, it adds pressure onto governments to do more.” Fairway’s Bracken-Smith point out that more than 100 countries around the world already cooperate under the OECD’s Common Reporting Standard, so most information is already available to those who need it. She sees Jersey continuing to lead the way in terms of regulation and transparency as an international finance centre and, through its years of experience in the matter, also advising others as they look for their own solutions.

NEXT STEPS Will that leadership position eventually include public access? If the three-stage action plan were to take effect, the earliest that the Crown Dependencies could adopt public registers would be in early 2022. This is because the interconnection of the Crown Dependencies’ registers with those of other EU jurisdictions will take place during 2021. Whether those jurisdictions will be ready is a moot point. Then the EU is to publish an Implementation Review of AMLD5 in January, after which the Crown Dependencies will bring forward legislative proposals for implementation of public registers in line with the directive “within 12 months”. In summary then, the new and unexpected move towards publicly accessible registers looks, on the face of it, to be the start of the endgame for the Crown Dependencies’ heretofore more discreet and controlled approach to beneficial ownership data. In practice, it will take a successful EU-wide adoption of AMLD5, which could prove to be the legislative equivalent of herding cats. Furthermore, with risks to individuals, GDPR may hold sway and force adoption of less public accessibility. In the broader picture, those with knowledge of the issues surrounding publicly accessible beneficial ownership registers are highly sceptical that the big-hitting jurisdictions – including China and the US, as well as a host of countries in the Middle and Far East – will come on board. The Crown Dependencies’ position has always been that they will fall in with global best practice and the latest announcement appears consistent with this, stressing, as it does, alignment with the EU’s approach – but what shape this approach will actually take is by no means clear. n

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Beneficial ownership

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www.fiduchi.com Regulated by the Jersey Financial Services Commission. Full legal, regulatory and data notices are published on www.fiduchi.com.

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City edition 2019 23

Advertising feature

Why borrow if you’re already wealthy? The Financial Intermediaries (FIM) team at UBS Wealth Management in Jersey has been providing a dedicated offering to external asset managers (EAMs) for over 10 years. Rather than selecting borrowing as a strategy for emergencies only, we believe that investors can also deploy it as a tool to provide flexibility, enhance returns, and increase their ability to achieve financial goals. Helen Ollivro, Executive Director and Head of FIM at UBS Wealth Management in Jersey, gives an insight into Lombard lending solutions at UBS WHAT IS A UBS LOMBARD LOAN? A UBS Lombard loan is a lending facility offered against readily marketable assets that can provide a client with an attractive and flexible means of acquiring liquidity. The maximum loan to value depends on the value of the securities in a client’s investment portfolio that are eligible as collateral for the loan. Most liquid assets can be used as collateral. A fully diversified equity portfolio can attract a lending value of up to 70%, whilst a diversified bond portfolio may have a lending value of up to 90% – subject to a number of different factors, such as volatility, market capitalisation, trading volumes and, in the case of bonds, credit rating, maturity and currency.

HOW DOES IT WORK? The EAM or the underlying client requests the loan facility and conditions of the loan (amount, tenor, currency, fixed or variable rate). The FIM team then reviews the portfolio and

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Advertising feature

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WHAT NEEDS TO BE CONSIDERED? 1. The custody of the assets must be provided by UBS Wealth Management Jersey. 2. The client has sufficient collateral for the loan to be approved. 3. The client has sufficient liquidity to meet margin calls if the value of the underlying collateral falls due to market movements. 4. In the case of a corporate vehicle, it has authority to borrow. Some investors may avoid borrowing, viewing it as a sign of living beyond one’s means. While borrowing does come with costs and risks, all of which need to be appreciated, it can also represent an often overlooked opportunity. We believe borrowing should be considered as part of a sensible financial strategy. n

FIND OUT MORE

Helen Ollivro Head of Financial Intermediaries Jersey UBS AG 1, IFC St Helier Jersey JE2 3BX 01534 701031 helen.ollivro@ubs.com

UBS AG, Jersey Branch is authorised and regulated by the Jersey Financial Services Commission for the conduct of banking, funds and investment business. UBS AG, Jersey Branch is a branch of UBS AG (a public company limited by shares, incorporated in Switzerland whose registered offices are at Aeschenvorstadt 1, CH-4051, Basel and Bahnhofstrasse 45, CH-8001 Zurich) (“UBS”) with its principal place of business at 1 IFC Jersey, St Helier, Jersey JE2 3BX. Terms and Conditions are available upon request. © UBS 2019. All rights reserved.

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City edition 2019 25

Insurance

Averting catastrophe

Insurance-linked securities marry insurers in search of capital with investors in search of risk to cover. Guernsey’s long history of innovation in this area has rewarded the island with a thriving market in the investment instrument

26 City Edition 2019

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Insurance

AS A THRIVING CENTRE of investment

and insurance in the Channel Islands, Guernsey continues to drive innovation across the two sectors. Its latest achievement on this front are investment instruments known as insurance-linked securities (ILS). These increasingly popular investments allow insurers to offload risk and secure capital, while offering investors a diverse portfolio by adding investments that are uncorrelated to economic or geopolitical events. This means that they are not linked to anything except the insurance for which they have been created – for example, a catastrophe bond covering one specific or a selection of specific potential catastrophes. Guernsey has been responsible for several world firsts in the ILS market, including a hybrid vehicle that allows one entity to act as both insurer and investor, and the first listing of notes digitised on a blockchain. “The ILS industry emerged in the early part of the century, mainly with sidecars and cat bonds in Bermuda, because these offered a very efficient way of raising capital for the inexhaustible natural catastrophe market in the US,” explains Dominic Wheatley, Chief Executive of Guernsey Finance.

COLLATERALISED REINSURANCE “In 2006, collateralised reinsurance came along, offering a different way of achieving the same result,” adds Wheatley. “However, this was a slow burner and it took some years to gain the confidence of investors.” Collateralised reinsurance allows investors to pay collateral into the policy, where it remains until the end of the reinsurance term, when it can be returned. This means the risk is always fully collateralised should it need to cover losses. There were concerns in the reinsurance industry around investors remaining in the market following a large loss. However, in 2017, when global insured losses

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from disaster events reached $144bn, with hurricanes Harvey, Irma and Maria resulting in combined insured losses of $92bn alone, investors took the hit. “They simply ‘re-loaded’, meaning they accepted the loss and invested in the market again,” explains Wheatley. Today, the ILS market is thriving. “Where risk had historically sought capital, the attraction of ILS as an investment has seen capital looking for risk to cover,” says Richard Sharp, a Partner at law firm Bedell Cristin.

GUERNSEY OFFERING Several factors have contributed to Guernsey’s position as a leading centre for ILS – a concentration of expertise among its insurance managers and other professional advisers, and its investorfriendly regulation, efficiency and structural superiority. “Guernsey has a long history of innovation in the ILS space, starting with the creation of the world’s first protected cell company (PCC) by Aon Insurance Managers (Guernsey),” says Mark Elliott, Director of ILS Management within Aon’s Captive and Insurance Management division. A PCC is an investment structure that essentially has a ‘core’ surrounded by separate cells. Both the assets and liabilities of one cell are segregated and protected from those of the other cells. This prevents all of the assets of the PCC from being exposed, instead limiting liability to a specified contract and pool of assets. In addition, Guernsey offers a range of benefits that are not available from other jurisdictions. “The grace periods permitted under the Guernsey Special Purpose Insurer Rules have been a real boon for Guernsey,” explains Sharp. “These rules allow 30-day periods before collateral needs to be applied, both at the time of formation and also in the intervening period between one risk ending and a new risk

City edition 2019 27

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Words: Kirsty Whittle

Insurance

The International Stock Exchange provides a responsive and innovative listing and trading facility for companies to raise capital from investors based around the world. From its offices in Guernsey, Jersey and the Isle of Man, TISE offers access to a regulated marketplace with globally recognisable clients and a growing product range, including a green market segment, . Products

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Insurance

being written. This removes the time lag otherwise inherent while collateral is freed up and then reapplied.” Guernsey also accepts Letters of Credit (LoCs) as methods of collateral.

CHANGE OF COMPETITION Historically, Bermuda has always been Guernsey’s main source of competition, but now that London is opening its doors as an ILS jurisdiction, it has raised the question of whether these two regions will be in competition. “While there will always be a proportion of transactions that will take place in London, the region is a very new player to this space and would struggle with the bulk, so we don’t view London as a competitor,” explains Wheatley. “In fact, if London were not the global centre that it is, Guernsey wouldn’t be where it is today. Our proximity to London is certainly an appealing factor to our EU investors.” Christopher Anderson, Partner at law firm Carey Olsen, adds: “London’s ILS structure is based on Guernsey’s PCC legacy, which is a testament to its robustness. We have been an ILS jurisdiction for around 20 years, and for London – arguably the leading re/insurance market in the world – to copy our set-up, it must mean we’re doing a pretty good job.”

TISE LANDMARKS The International Stock Exchange (TISE), which is located in Guernsey, is able to meet an extremely wide range of the capital market needs of the global reinsurance community, which is why it has listed so many landmarks in the ILS sector. “We’ve been listing ILS since 2010/11,” says Fiona Le Poidevin, CEO of TISE. “We listed the world’s first private catastrophe bond, Solidum Re Eiger. We also listed the first securitisation of takaful (Shariacompliant) insurance policies.” As mentioned earlier, in 2018 Guernsey also became home to the first listing of notes digitised on a blockchain, which greatly reduces transaction costs in an ILS deal. Blockchain refers to a digital set of records that is decentralised, so no single person or entity holds them. “Increasingly, cost and time to market are becoming more important and Guernsey offers an easy set-up for institutional investors – especially since the introduction of the hybrid vehicle,” explains Le Poidevin. This hybrid vehicle, launched in March, allows one entity to act as both a manager and an insurer, removing the need for fund managers to ‘rent’ cells in order to enter into transactions. “The hybrid allows managers to deploy

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London’s ILS structure is based on Guernsey’s PCC legacy, which is a testament to its robustness

insuring severe weather events – which enable insurers to provide disaster relief,” says Le Poidevin. “Ultimately, this leads to an increase in the ability to combat climate change, which ILS is working to address. “There is also a social impact as disaster relief helps people who have lost their homes to severe weather damage.” Le Poidevin believes that there is an opportunity for Guernsey to attract more such ‘green’ business, contributing to efforts to make the planet more resilient. “Increasing the visibility of these investments through TISE GREEN should encourage even more capital allocation to green and sustainable initiatives,” she says.

NO SIGNS OF SLOWING

the money that they’ve raised without having to go through another jurisdiction, which avoids duplicating processes in order to comply with legislation in each region,” says Carey Olsen’s Anderson. “It’s already creating interest – primarily in the US – and is likely to further highlight Guernsey as a jurisdiction and demonstrate its ability to innovate.”

FUTURE-READY The finance sector is experiencing a significant demand for ‘green’ initiatives that focus on sustaining the environment. TISE GREEN – a market segment of TISE – is dedicated to listing securities that create a positive environmental impact through green and sustainable finance. “TISE GREEN features ILS, cat bonds and other securities listings – mainly

With plenty of fund managers keen to include ILS in their portfolio, the sector shows no signs of slowing. In fact, it is rapidly expanding into other asset classes. Bedell Cristin’s Sharp, who says that Guernsey will continue to develop products that converge investment and insurance structures, suggests that cyber will be another area of growth. In addition, the life insurance market is attracting a lot of interest from ILS. “Life represents the most likely growth prospect for ILS funds, and Guernsey has a long history of helping to structure and manage life transactions,” says Elliott from Aon. “ILS funds are also backing managing general agents (MGAs) – in order to get closer to the risk and to diversify their exposures away from pure natural catastrophe risks.” Le Poidevin concludes: “Available capital is increasing year-on-year in the ILS world, so there’s plenty of the pie to be shared.” n

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Advertising feature

The Channel Islands: breaking new ground Brendan Dowling (pictured left), Managing Director, Estera Jersey, and Ethan Levner, Managing Director, Estera Guernsey, discuss how the Channel Islands’ strong background in finance provides the foundation for continuous innovation

Both Guernsey and Jersey have strengths across a number of finance sectors – what would you say they are best known for? Brendan Dowling (BD): Political and economic stability, a skilled labour market and a commitment to high standards of regulation and transparency are the islands’ key strengths, ensuring that they maintain their position as leading international financial centres. Jersey continues to meet the rapidly evolving demands of a more sophisticated private wealth and investment funds industry. Ethan Levner (EL): Both islands are leaders in funds, trusts and private client work, and they have a strong history in capital markets and banking. I’d probably highlight private equity as an area of excellence for Guernsey and add insurance to the mix as well, as the island has an outstanding international reputation in that sector. The islands are also well regarded for listings – Guernsey is the number one jurisdiction for offshore companies listed on London Stock Exchange (LSE), having the largest number both overall and in the Specialist Fund Segment. Meanwhile, Jersey leads the way by market cap for offshore LSE listings. Do you think that the islands are sometimes perceived as rather traditional and staid? EL: I can understand why people might make that assumption. With 50 years of experience and expertise under their belt, the islands are solid, tried and tested. But

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I don’t think that makes them traditional and staid. That implies that they are just doing the same thing over and over, and that’s certainly not the case. BD: Quite the contrary. In my opinion, the industry that exists today in Jersey is very different and much more sophisticated than when I first arrived on the island 22 years ago. Jersey now offers a full spectrum of fund solutions and corporate administration services to international investors and clients, as well as world-class private wealth solutions. I think the islands have shown themselves to be proactive in growing their reputation for service excellence, stability, transparency and successfully promoting new and innovative services in a rapidly evolving financial market. So, if you’re not just ‘doing the same thing’, how have the islands developed their offering over the years? BD: Innovation is key to the future success of the finance industry and Jersey continues to introduce a range of new legislation and regulation to enhance its service platform. Meanwhile, Jersey Finance continues to successfully promote our finance industry around the world. Many businesses based on the island conduct fiduciary activities in jurisdictions all over the globe, which enables them to offer multijurisdictional structuring solutions to international clients. Jersey has become a centre of excellence for funds and continues to be the fund domicile of choice for many of Europe’s leading alternative asset managers. Only a matter of years ago, Jersey launched the first-ever Bitcoin fund and more recently the Jersey Private Fund regime.

In the private client space, it introduced foundations as an alternative or complementary offering to trusts, and Jersey is often the jurisdiction of choice for family office solutions for the world’s wealthiest families. EL: Guernsey has followed a similar route, growing its offering and spreading the word around the globe. As well as launching its own foundations and a Private Investment Fund (PIF) regime – we were the first administrator to establish a PIF in Guernsey – the island has continued to develop its strength in insurance and has become a recognised centre for insurance-linked securities (ILS). Guernsey is also renowned for introducing the protected cell company (PCC) concept 22 years ago. While this type of company was primarily aimed at the captive insurance market, it was quickly and successfully adopted by the funds industry, and the concept was subsequently introduced in numerous offshore jurisdictions. It’s often believed that PCCs – and indeed, incorporated cell companies – are only found in jurisdictions such as Luxembourg, whereas Guernsey can often be a more cost-effective and experienced option. More recently, the islands have continued to innovate – indeed, they’ve been world leaders in some areas. What would you say has been most notable? EL: The fact that the islands are world leaders is absolutely true – you only need to look at the innovative strides they have taken. In the funds arena, Guernsey has had a stand-out year. It recently introduced the Guernsey Green Fund, the world’s first regulated green investment fund product. In creating a green ‘kitemark’, this essentially assures investors that specific

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Advertising feature green criteria have been met and that their investments are having the desired, positive environmental impact. The Green Fund has attracted a lot of attention since it launched and has been supported by The International Stock Exchange introducing TISE GREEN, a specialist market segment for green investments. We were thrilled in April this year to support the Bluefield Solar Income Fund, which gained accreditation as a Guernsey Green Fund and became the first fund

listed on LSE to do so. Likewise, last year, the Guernsey-registered Hipgnosis Songs Fund, which we administer, became the first fund investing in songs and musical intellectual property rights to list on London Stock Exchange. It also had a very successful second fund raise earlier this year. Another exciting innovation has been the introduction of the new ILS-hybrid vehicle, an all-in-one protected or incorporated cell company that is both a licensed insurance company and a regulated investment fund. BD: As far as Jersey is concerned, one of the most significant recent developments has been the International Savings Plan, which allows large multinational companies and family offices to set up savings plans in Jersey for their employees. This looks set to become a key employee benefit offering. Is it this marriage of innovation and a proven track record that sets the islands above other IFCs? BD: I would say that it’s definitely something that holds Guernsey and Jersey in very good stead. Clients can be sure that the legislative regimes are robust, stable and reliable, the regulator is supportive while making sure that the highest standards are adhered to, and that the finance practitioners are specialist experts, while at the same time knowing that the islands are always looking to deliver new and innovative products to meet client demand. Offshore centres increasingly have to meet the highest of international standards. Is that both a challenge and an opportunity for the islands? EL: I’d certainly say so. We have to

make sure we meet standards that are constantly being introduced or are evolving – you only need to look at the recent challenges posed by issues around beneficial ownership and economic substance. However, this not only allows us the opportunity to restate the islands’ reputations, it also means we can develop new offerings to help our clients navigate the regulatory and legislative minefield. Is there anything the islands are working on right now that we should look out for? BD: Jersey has built one of the most connected data locations in the world and technological developments are key to ensuring we meet the expectations of the next generation of high-net-worth individuals and companies, as well as maintaining Jersey’s reputation as a jurisdiction where conducting business is convenient and straightforward. Our trust industry will need to continue to develop technologies such as apps and online portals, which enable our existing and future clients to seamlessly interact with our business. EL: Guernsey is always looking to continue to innovate and introduce new products, notably in funds. Credit for this goes to the forward-thinking nature of the Guernsey financial services industry in coming up with and developing ideas. The regulator should also be praised for being open to these ideas and willing to work with industry. At Estera, we embrace these developments and new products within industry, and will continue to lead the way in adopting them. n

FIND OUT MORE

Estera is a world-leading, global provider of fund and fiduciary administration services. We pride ourselves on finding innovative solutions to our clients’ dilemmas. Please contact Ethan Levner in Guernsey or Brendan Dowling in Jersey to discuss how we can help you. Brendan Dowling Managing Director, Estera Jersey Tel: +44 1534 844 844 Email: brendan.dowling@estera.com Ethan Levner Managing Director, Estera Guernsey, Group Head of Corporate Development, Group Head of Funds Tel: +44 1481 742 742 Email: ethan.levner@estera.com

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City edition 2019 31

Ethical investing

Words: Gill Wadsworth

MOM ENTUM

Green finance gathers

Ethical investing has turned a corner and is now a credible contender for delivering positive returns. Greater cohesion between Guernsey’s and Jersey’s respective sustainable finance initiatives will allow the Channel Islands to build on the momentum they have already achieved in this field

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Ethical investing

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environmental behaviours. But until recently, the motivation for this type of investing was driven by principle rather than potential returns and was left on the fringes of the finance world. As attitudes to the environment have advanced, so too have opinions around the power of ESG investing.

INFLOWS GROW Inflows to the sector have gathered pace significantly. In the first half of 2018, UK retail investors ploughed £600m into ethical funds, according to The Investment Association – a huge increase on the £180m recorded in 2008. These inflows are unlikely to slow down. The biggest appetite for ESG investing is among millennials, who, according to EY report Sustainable investing: the millennial investor, are nearly twice as likely to invest in companies or funds that target specific social or environmental outcomes. And because, according to Kings Court Trust,

this demographic is set to inherit £115bn from their baby boomer relatives in the UK alone by 2027, their ESG purchasing power is significant. It makes sense, then, for financial centres to want to get in on the act – although only a few can boast the required financial infrastructure and green credentials to offer a credible ESG investing base.

GREEN GUERNSEY Guernsey is one of these centres. The bailiwick is listed as one of 22 members of the UN’s Financial Centres for Sustainability (FC4S) network and is blazing a trail for responsible investment. Andy Sloan, Deputy Chief Executive at Guernsey Finance, says the island made an early strategic decision to be at the forefront of green and sustainable finance. The vision was to become a leading centre for this type of finance and to be accepted as a force for global good. Sloan is confident that this vision is

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IT TOOK JUST months for the term ‘climate emergency’ to start replacing ‘climate change’ as a description of the world’s environmental status. In May, the UK government was the first to declare a climate emergency, in the wake of key developments earlier in the year. A campaign by Swedish teenager Greta Thunberg had led to children across the world going on strike from school in a bid to force politicians to pay greater attention to climate change. And there were warnings from the UN that humans were about to wipe out more than a million species from the planet. It’s not only the rhetoric that’s changing. The way in which people invest, and a recognition that their money has significant power as an environmental force for good, is changing too. In the financial sector, people have long flexed their green muscles by investing in environmental, social and governance (ESG) strategies to encourage positive

Ethical investing

being played out across Guernsey, incorporating business leaders, financial providers, advisers and The International Stock Exchange (TISE). At the Guernsey Funds Forum, held in London in mid-May, sustainable finance was firmly on the agenda. One attendee, James Tracey, Guernsey Managing Director at private wealth manager JTC Group, says: “There has been a lot of focus on the initial philanthropic drivers for green and ESG investment, and that attention has now switched to returns. “The consensus view now is that sustainable investment is more profitable, or at least the same, as others.”

ESG INVESTMENTS PULL AHEAD

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Collas Crill, highlights the infrastructure already in place in the islands, which has made establishing a sustainable investment centre the next logical step. “If you put the moral motivation aside and focus on what a financial centre requires, it plays to everything that Guernsey, for example, is good at,” he explains. “It involves reporting to investors, keeping track of asset flows, conducting due diligence. We are also good at facilitating the flow of capital internationally.”

THE RIGHT FUNDS That said, ethical investors also need to access funds that they are confident meet strict ESG criteria. In response, Guernsey Finance established the Guernsey Green Fund (GGF) – an accreditation for individual funds that have their own performance targets and choose their own benchmark against which their success is measured. Launched in 2017, the GGF has a clear set of ESG principles to which funds must adhere. They must also be authorised by a recognised body, for which they receive certification. The principles include exclusion from investing in fossil fuels and landfill without gas capture. Landfills generate methane, a greenhouse gas that’s 21 times more powerful than carbon dioxide over a 100-year time horizon. Capturing this gas can help to reduce the impact of landfills on climate change. Clipstone says the GGF provides investors with a framework for investing sustainably, which in turn gives reassurance that their investment is in line with approved ESG standards. “The Green Fund benchmark or quality

There has been a lot of focus on the initial philanthropic drivers for green and ESG investment, and that attention has now switched to returns

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It is true that ESG strategies are holding their own against their mainstream counterparts. Figures from index provider MSCI show that for the five years to 23 May 2019, the European Universal ESG strategy outperformed its traditional competitor by 1.26%. Meanwhile, the All World Universal ESG strategy only marginally lagged the main index by 0.1%. The figures look similarly compelling when comparing the S&P 500 – which looks at the largest companies listed in the US – with the S&P 500 ESG index. Oneyear annual returns to 23 May 2019 were 3.25% for the mainstream index and 3.95% for S&P’s sustainable counterpart. Much of the improvement in returns reflects a growing understanding that ESG factors are a key part of risk management. Investors are vulnerable to ESG risks because company profits take a hit when any poor practice is uncovered. Fund managers are now looking beyond financial reports and digging much deeper into company policies to improve the way they research the businesses in which they invest. Demand for shares in companies with robust ESG policies is high. While the near-term returns look promising, proponents argue that a longterm view is at the heart of ESG investment as the idea is to promote profitable sustainable business practice. Tim Clipstone, a Partner at law firm Ogier, says that because investors are also consumers, they recognise a growing willingness to pay more for a ‘greener’ product or service as a hedge against environmental and social risk. In the long run, this pays dividends for shareholders. For the Channel Islands to secure their position as centres for sustainable finance, they need a proven track record in managing money. Wayne Atkinson, a Partner at law firm

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Ethical investing collascrill.com

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Ethical investing

Given Guernsey’s connections with the City of London, it makes sense to strengthen ties in our mutual objective to promote sustainable finance

assurance is only granted if the fund meets the requisite criteria,” he explains. “This is in response to accusations that some funds may be ‘greenwashing’ to appear more sustainable than they are. The GGF provides certainty for investors about the green credentials.” Since the GGF was launched, funds representing more than £4bn of assets under management have been awarded the accreditation. Guernsey Green Finance, a division of Guernsey Finance and founder of the GGF, has also announced a formal collaboration with UK Green Finance, designed to promote sustainable investment initiatives between the two jurisdictions. Examples of their collaboration include working on developing green insurance and ensuring that the regulation and infrastructure between the jurisdictions are as seamless as possible. Sloan says: “Given Guernsey’s strong and symbiotic connections with the City of London, it makes sense to work together and strengthen ties in our mutual objective – to promote the development of green and sustainable finance.”

TISE FOCUS Alongside the Guernsey Finance initiatives, TISE has set up a ‘green segment’ to marry those seeking green capital with likeminded investors. As with the GGF, TISE GREEN demands that issuers receive accreditation, but the exchange does not charge extra fees for a green listing. TISE Head of Communications Mark Oliphant says: “The green segment is not about profit making. We are raising

Jargon busting Like all fields of finance, responsible investment is blighted by jargon. One person’s ‘ethical investment’ is another’s ‘impact fund’. Rachel Whittaker, Director and Head of Strategy for Sustainable Investment at UBS Wealth Management, says: “For responsible investors, terms have become more complicated as different styles and types of responsible investing have emerged. There’s a lot of confusion, so investors may need to do more due diligence than usual, including looking at the impact of any proprietary systems for measuring ESG policies or climate change, to be sure they understand what is involved.”

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A brief guide to some of the key responsible investment terms may help: • Environmental, social and governance (ESG) Investing for the sole purpose of financial gain in the belief that environmental, social and governance issues pose a risk to return and should therefore be managed • Impact or socially responsible investment (SRI) Investing to have a positive social or environmental outcome – for example, committing capital to a clean water project • Screening Removing certain ‘sin’ stocks – such as tobacco, armaments, alcohol and gambling – from portfolios that do not align with the investor’s own moral code • Engagement Trying to promote responsible company behaviour and improve long-term returns through activities such as voting at AGMs and meeting with company boards.

visibility of sustainable investment by promoting green propositions in which investors can allocate capital.” Although much of the focus is on Guernsey as the hub of ESG investing, Oliphant notes that Jersey also attracts interest from responsible investors. “Jersey has a strong focus on philanthropy and on family offices investing in impact or socially responsible funds,” he says. According to Jersey Finance, the island administers more than 30 socially responsible investment (SRI) funds and has attracted 41 new registered charities since its Charities Law came into force in 2018. “More recently,” says Oliphant, “there has been a review of the business environment in Jersey to see what regulators and Jersey Finance can do to harness that.” He would like to see a greater cohesion between Guernsey and Jersey – Jersey has been very much focused on socially responsible and impact investing, while Guernsey focuses on green finance. He would also like to see more balance between the E and S and G, which would give more momentum to the drive for responsible investment as a whole. When it comes to meeting the requirements of a growing army of ethical investors, Guernsey and Jersey have placed themselves as firm frontrunners. Sloan says there is talk of developing green insurance in Guernsey, which would add yet another bow to the island’s responsible investment credentials. The challenge now is to bring the multiple initiatives across the islands together to keep the momentum going. n

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Interview

As Chairman of the UK’s All-Party Parliamentary Group for the Channel Islands, Andrew Rosindell MP is a fierce defender of the islands’ right to self-govern. But he is keen for them to remain firmly within the ‘British family’ and believes that the UK is all the stronger for it Words: Eila Madden Pictures: Matthew Long

How did you come to be involved with the All-Party Parliamentary Group for the Channel Islands? I’ve always been extremely interested in and passionate about the Channel Islands. The first time I ever left England was to go to Jersey on a family holiday. It was 1976 and I was 10 years old. I’d never been anywhere else. In those days, no one really understood, and people today don’t even understand, that Jersey’s not part of the UK. That trip had a big impact on me because I fell in love with the Channel Islands. I went to Guernsey two years later. My sister worked in Guernsey, so I got to learn a lot about the Channel Islands. Since then, I’ve been back many, many times – for personal visits and, since becoming an MP, for All-Party Group visits and bilateral visits, meeting the different chief ministers of Jersey and Guernsey over many years. And then nine years ago I became Chairman of the All-Party Group that deals with the Channel Islands. In a nutshell, what does the All-Party Group for the Channel Islands do? It exists to open dialogue about, and cooperation on, issues between parliamentarians in the UK and the Channel Islands. The UK Parliament, ultimately, is the sovereign parliament for all territories and dependencies. We do have the power here in the UK Parliament to make laws and decisions that have an

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effect on places such as the Channel Islands but there’s no representation here to have a say over those decisions. So there needs to be some kind of dialogue – particularly when the UK or the EU or whoever might be doing something that could have a detrimental effect on the Channel Islands. The chief ministers and the governments of the Channel Islands can come here and, through MPs who are members of the Group, can fight against or promote issues, or call for change to areas that aren’t working as well as they should. So that’s its primary role. But it’s also there to promote friendship and cooperation between our parliaments, peoples and governments. You proposed, back in 2012, that the Crown Dependencies should be represented in the UK Parliament. Is this still something you would like to see? Let’s be clear about this. What I do not believe is that the UK Parliament should have any way of interfering with the

running of the Crown Dependencies. Crown Dependencies are separate; they’re not part of the UK and they’re not going to become part of the UK. I would not support anything that would take away the right of the Channel Islands to be completely self-governing and to have the kind of arrangements that they choose to have with the UK. What I also don’t agree with is that we make decisions in the UK Parliament on a whole range of things – defence, foreign policy, international treaties, environmental issues, currency – that directly affect the Channel Islands and the Crown Dependencies. When it comes to those issues, there should be a voice for them in Parliament. We should be a parliament of all British peoples, not just the UK. But in no way would I ever support anything that would take away the right of the Channel Islands to make their own decisions in their own interests. This would be giving them an extra voice, not taking anything away from them. Would you go so far as to say the islands should be independent of the UK? That’s a matter for the people of the Channels Islands to decide but, personally, I would not like to see that happen because they are British and I believe that the British family needs to stand together.

we should not have the right to impose things do you see the current relationship on Jersey and Guernsey How between the UK and the Channel Islands? It has been good for a very long time but that are essentially there are issues that come up – currently domestic matters for in terms of beneficial ownership – which are regrettable. For me, it’s a constitutional Jersey and Guernsey matter. I don’t think we should have the right to impose things on Jersey and to decide on Guernsey that are essentially domestic matters for Jersey and Guernsey to decide on. We are overreaching our powers by doing that. Issues like that, I’m afraid, are causing a lot of harm to the relationship.

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What’s your background and how did you get to where you are now? I took a great interest in national issues, even at school. I was also active in my local community. So, for me, getting involved in politics was doing two things I was very passionate about: my local community and national politics. That’s how I got involved with my local Conservative Party and that’s really the beginning of what has seemed like a conveyor belt into becoming an MP.

Xxxxx

interview Andrew Rosindell www.blglobal.co.uk

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The

Interview

FACT FILE Studied at: Marshalls Park School, Romford First job: Commercial estate agent in Mayfair, London Hobbies: History, heritage, travel and dogs

What are your thoughts about the recent decision taken by the governments of the Crown Dependencies to publish public registers of beneficial ownership by 2023? I respect the decision, but it is deeply regrettable that they have been pressured into this by Westminster. I understand why the authorities need to know – to clamp down on criminality, money laundering and other illegal practices. But I do not understand why these things have to be put into the public domain – which inevitably means that people will invest in other places where they can do so without being put in front of the media and members of the public. Losing investment would be detrimental to the territory concerned, but also to the UK because so much of the investments that come through the Channel Islands come via the City of London and the UK benefits from that. So we would potentially lose a lot of income. I think it would also lead to all kinds of other unintended consequences if people’s personal wealth was revealed. People with that wealth would be put in a position where they would feel unsafe, for example. There are so many things going on here that worry me. So, yes, although there does need to be a register, it should be available only to the authorities and the people who need to see it to ensure that crime is not taking place.

40 city edition 2019

Did you know: As a result of Andrew’s campaigning efforts, the Union Jack is now flown from the UK Houses of Parliament all year round. This wasn’t the case prior to 2010.

although there does need to be a register, it should be available only to the authorities and the people who need to see it to ensure that crime is not taking place

You’re a strong supporter of the UK’s decision to leave the EU. How do you think Brexit will affect the UK’s relationship with the Channel Islands, if at all? I think it’s going to improve the relationship, because the Channel Islands and the UK will need to put a lot more effort into direct bilateral relationships between the governments of the other European nations. When it comes to UK trade with Europe, I don’t believe for one moment that suddenly we’re not going to be able to trade and sell our goods to Europe any more than they will not be able to sell their goods to us. But because Britain will be an independent trading nation again, we can set our own tariffs, our own ambitions

in terms of our trade policy and our own trade deals around the world. Britain is the most important market for the Channel Islands, so the investment and trade that we will generate as a result of having an independent trade policy will have, I think, a very positive knock-on effect on the Crown Dependencies. A lot of the businesses we speak to in the Channel Islands are mindful of Brexit and want the UK to come out well from the negotiations, but they’re also stepping up efforts to strengthen ties around the world. Does that concern you in any way? Not at all. I think it’s a very positive thing. The only thing I would say is that because

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Name: Andrew Rosindell Age: 53 Position: MP for Romford and Chairman of the AllParty Paliamentary Group for the Channel Islands Home town: Romford, Essex

Appleby’s Channel Islands team of legal specialists advise global public and private companies, financial institutions, and high net worth individuals, working with them and their advisers to achieve practical solutions, whether in a single location or across multiple jurisdictions. Appleby Guernsey +44 (0)1481 755600 guernsey@applebyglobal.com

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Interview

But in a global context, they are of course very small. So I can also see the advantage of them working together, but it should be by cooperation. They don’t have to merge into one block; they can still be separate, but cooperate where it’s sensible to do so. But this is very much a matter for them. Historically, there’s been a bit of rivalry between Jersey and Guernsey – I understand that. But they are working together and I think that’s a good thing, provided they don’t – and I don’t think they will – lose their identity, because they cherish that very strongly.

the Channel Islands have no effective voice here, I don’t think UK governments of any political persuasion have actually represented the interests of the Channel Islands in the way they should have. So, inevitably, it will be the case that the Crown Dependencies will want to build up their own international profile and make their own international relations. That’s a positive thing, provided it’s consistent with the UK. They are still under the UK’s wing – and I believe that will continue – so I want to strengthen that UK/ Crown Dependencies relationship, give the Crown Dependencies a stronger voice and a greater say, but also encourage them to do their own thing and build their international profile – because they are different. Guernsey and Jersey market themselves as very separate jurisdictions. Is there any merit in them building a more integrated Channel Islands brand to project to the outside world? I wouldn’t like to say to Jersey and Guernsey: “You’ve got to be working

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I want to give the Crown Dependencies a stronger voice and a greater say, but also encourage them to do their own thing

together”. I can see an advantage in them having their own brands because they are very different places with different identities and their own specialities. I think their strength is that they are so different.

Looking ahead, what are the goals that you would like to achieve on behalf of the Channel Islands? We should allow the Crown Dependencies to be represented in areas where they’re not at the moment. To give an example, Jersey and Guernsey are not members of the Commonwealth. They’re not nation states, so they can’t be full members of the Commonwealth. But I’ve argued there should be a special status for territories and dependencies within the Commonwealth. There are actually 31 territories and dependencies – mostly of the UK, but of Australia and New Zealand as well – which have no status in the Commonwealth. We should be fighting harder to give them a status, whether it’s associate membership or territory status or whatever you want to call it. Also, there are actions we can take here in the UK. For instance, we have a national service on Remembrance Sunday to which all members of the Commonwealth are invited to lay wreaths. But we still don’t invite a representative of Jersey, Guernsey, the Isle of Man or even Alderney and Sark to come and lay their own wreath at the Cenotaph. Things like that are symbolically very important and I think that we, the UK, needs to offer those opportunities. One victory we have had is the flying of the flags for the four Channel Islands from Parliament Square. That only happened when I fought to make that a reality at the time of the Queen’s Diamond Jubilee. In the end, the government decided the flags of all the territories and dependencies would also be flown for the Queen’s birthday every year and for state visits. That is hugely important educationally because you can say to people that those are the flags of the Channel Islands and they’re part of the British family. And I know when Channel Islands representatives are over here and they see their flags flying, they’re very proud to see it, and I’m pleased to have had a role in making sure that happened. So at least now we’re winning some of the symbolic battles. n

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PASSING IT ON WHy A HOLISTIC CLIENT VIEW IS ESSENTIAL WHEN TRANSFERRING WEALTH TO THE NEXT GENERATION There is a view that millennials, those born between 1981 and 1996, could become the wealthiest generation in history as assets acquired and achieved by their baby-booming parents are transferred to them. So, how are wealth managers able to support their clients through this process and assist the beneficiary generation(s) in managing their newly acquired wealth? The ‘inheritance economy’ is growing at a significant rate. For professional services, there is an increasing need to develop the right skillsets and inter-personal attributes to support wealthy individuals or families as they approach the time in their lives where they are ready to transfer wealth to the next generation or other beneficiaries. Commonly there are two channels through which wealth is transferred across generations: the first is by passing assets along the family line; the second is for those who want to leave a legacy relevant to their own life, which can be into a social, economic or environmental cause that particularly resonates with them. For example, many people may transfer their wealth through charitable foundations or other structures for distribution in areas such as sport, science, medicine or education. This allows them to help those less fortunate, or support an environment that helped them to create their wealth in the first place.

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Possibly the most high-profile example of this is the Bill and Melinda Gates Foundation, which focuses on lifting people out of poverty through better health, education and inspiring political, social and economic change. Famously, Bill Gates has said his children will inherit US$10m each, relatively small change compared to his multi-billion-dollar fortune which will be donated to charitable causes. He explained this choice in a TED talk; he and his wife Melinda want their three children to be comfortable, but not so comfortable as to make them lazy!

a holistic approach The idea of wealthy parents protecting their children and grandchildren from too much wealth is becoming more common, where there is a desire to ensure that beneficiary generations understand the value of that wealth, how it has been acquired and how to use it wisely. Wealth management experts can

help with this thought process. Tim Sanders, Head of Wealth Management at Canaccord Genuity Wealth Management in Jersey, says, “Having worked with many clients from all corners of the globe, to help them acquire and grow their wealth, there comes a time when it is appropriate to think about the transfer of that wealth – whether it’s through the family line or elsewhere. In many cases the assets are part of a trust structure, so we work with the trustees and, where possible, the settlor and beneficiaries, to manage the wealth in an appropriate way to meet their immediate and longer-term objectives. “It is vital that we build a bespoke, nurturing intergenerational relationship with our clients to facilitate a smooth transition of wealth. This means that the process can often start several years in advance, talking about succession

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It’sIt’s estimated estimated thatthat overover thethe nextnext 30 years 30 years almost almost £5trn £5trn willwill passpass between between generations generations or be orleft be left to charitable to charitable andand social social causes causes

children (and (and theirtheir children) planning and involving theirtheir children children) planning and involving as performance. as performance. For us, Foritus, is also it is also it comes to inheriting and and aboutabout dependants or beneficiaries in thein the whenwhen dependants or beneficiaries it comes to inheriting doingdoing the right the right thingthing by the by the family wealth. ” discussion. By understanding the the managing discussion. By understanding managing family wealth. ” client, client, to ensure to ensure theirtheir wishes wishes for for motivation, suitability and risk motivation, suitability and risk the generations the generations that follow, that follow, or theor the profile of theofdifferent parties, we we Meeting profile the different parties, legacy legacy they they wantwant to leave, to leave, can can Meeting client client needs needs in a in a will be able better meetmeet the client’s will be to able to better the client’s be met. be ” met. ” rapidly rapidly changing changing social social and and investment objectives. We also investment objectives. We also technological technological landscape landscape encourage our clients to support the the encourage our clients to support Today’s Today’s wealthy wealthy individuals individuals and and financial education of their children, financial education of their children, families families are constantly are constantly on the onmove, the move, so they are properly equipped to deal so they are properly equipped to deal and don’t and don’t always always have have the time the time to to with with theirtheir legacy whenwhen it arrives. legacy it arrives. meetmeet face-to-face face-to-face to discuss to discuss theirtheir investment investment portfolios. portfolios. Millennial Millennial “It’s essential to take holistic view view “It’s essential to atake a holistic preferences preferences around around digital digital of wealth planning and management, of wealth planning and management, transparency transparency and capabilities and capabilities are are to understand any concerns the the to understand any concerns widely widely known. known. Canaccord Canaccord Genuity Genuity clientclient may may have have aboutabout theirtheir adultadult Wealth Wealth Management Management (CGWM) (CGWM) still still places places a great a great deal of deal importance of importance on on personal personal interaction, interaction, but the but the business business acknowledges acknowledges that its that its clients clients wantwant to beto able be to able monitor to monitor theirtheir investments investments in real-time in real-time online online or through or through an app, an app, wherever wherever they they are inare theinworld. the world. Tim Tim Sanders Sanders concludes, concludes, “We “We have have always always maintained maintained a focus a focus on on investing investing in both in both our people our people and and technology technology to ensure to ensure that our that our service service and infrastructure and infrastructure keepskeeps pace pace with with clients’ clients’ evolving evolving needsneeds FINDFIND OUT OUT MORE MORE and aspirations, and aspirations, as well as as well with as with For more For more aboutabout CGWM’s CGWM’s services services in in theirtheir children’s. children’s. the Channel the Channel Islands, Islands, please please contact contact Tim Sanders: Tim Sanders:

“As in“As allin trust-based all trust-based relationships relationships HeadHead of Wealth of Wealth Management Management Jersey Jersey therethere is a need is a need for honesty, for honesty, Email: Email: tim.sanders@canaccord.com tim.sanders@canaccord.com transparency transparency and respect, and respect, as well as well Tel: 01534 Tel: 01534 708090 708090

City edition 2019 45

Private equity

Private equity’s love affair with offshore fiduciary services is hotting up as early investments start to deliver outsized returns

A dream catch Words: Amy Carroll

THE TRUST AND corporate services

sector is a private equity dream. A high level of recurring revenues and long-term structures that are costly and difficult to move mean investors are effectively buying into an annuity business. EBITDA margins are impressive – typically ranging from 20% to 40% – and cash conversion rates are exceptional, due to light capex and the attractive tax treatment of the offshore jurisdictions where these companies commonly reside. “Businesses in the trust and corporate services space have all the features that private equity loves,” says Flor Kassai, Partner at Inflexion Private Equity, who led the firm’s investments in Jerseyheadquartered Sanne and Ocorian. “Corporate structures are administered for seven years, funds for 10 years and private client structures for upwards of 13 years,” she adds. “The ‘sticky’ nature of the industry, combined with high recurring revenues, high margins and high cash conversion, makes this sector an attractive proposition.” Indeed, offshore fiduciary businesses have been a private equity favourite ever

46 City Edition 2019

since Know Your Customer regulation eased the worst of the reputational risk. But while activity used to be restricted to a handful of investments per year, carried out by early movers such as Candover, Hg and Inflexion, a management buyout frenzy has since ensued and private equity is now the dominant form of ownership. In February this year, Palatine Private Equity made its debut appearance in the sector, acquiring Isle of Man-based SMP Partners. The deal has yet to officially close, but Palatine has already lined up a new CEO, David Hudson, who was formerly the group’s Business Development Director. In November 2018, meanwhile, financial services specialist Corsair Capital acquired a majority stake in Zedra Group. Just three years old, Zedra’s network already covers 13 jurisdictions, including both Jersey and Guernsey. Indeed, valuations are climbing as

demand for these sought-after assets soars. According to Paul Joyce, Partner and Head of London M&A at Mazars, who has advised on a number of deals in the sector, companies that would have gone for between eight and 10 times earnings five years ago are now going for between 10 and 12. “The very best businesses are selling at north of 12 times EBITDA,” he says.

BLOCKBUSTER RETURNS This acceleration of private equity interest is due, in large part, to the superlative successes the industry has already delivered. When Silverfleet Capital sold TMF to Doughty Hanson just over a decade ago,

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it made six times its money. Doughty Hanson then pulled a planned float late in 2017, when it received a €1.75bn offer it couldn’t refuse from CVC Capital Partners, which has gone on to become the business’s third private equity owner. Meanwhile, Sanne, and subsequently Intertrust and JTC, have opened up the IPO route and public markets are valuing the sector even more highly than their private equity counterparts. “Good cash generation, healthy margins and steady growth mean that these businesses are ideally suited to the public markets,” says Warren Power, Associate at Wyvern Partners. “However, the listed markets require

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proven performance. Private equity is bolder and came into the sector first, building scale.” Private equity interest in offshore fiduciary services has also been piqued by market growth. This growth is being driven by long-term structural trends, including the expansion of high-net-worth wealth, increased cross-border trade and the growth of one of the industry’s core client constituents, private equity itself. Not only are funds under management swelling, but private equity businesses, in common with other alternative asset classes, are increasingly outsourcing

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Private equity

City edition 2019 47

CLIENT CENTRED DEAL FOCUSED RESULTS DRIVEN Private equity

At Wyvern we are proud of our unique blend of expertise and approachability.

As an independent corporate finance advisory firm, we have an enviable reputation in the fiduciary and fund administration sectors advising on over 40 completed transactions. These include arranging trade sales, acquisition searches, management buyouts and fund raisings. We advise companies, shareholders, management teams and investors. To discuss how we can support your business, please contact one of the partners below.

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48 City Edition 2019

Partner

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Private equity

PE deals in the Channel Islands fiduciary sector uk IRELAND isle of man Jersey

Netherlands

Bermuda HONG KONG

Target

Channel Islands operations

PE investor

Deal announced

Appleby

Bermuda

Guernsey, Jersey

Bridgepoint

2015

Vistra

Hong Kong

Guernsey, Jersey

Baring Private Equity Asia

2015

Equiom

Isle of Man

Guernsey, Jersey

LDC

2016

IQ-EQ

Netherlands

Guernsey, Jersey

Astorg Partners

2016

Ocorian

Jersey

Guernsey, Jersey

Inflexion Private Equity

2016

Alter Domus

Ireland

Guernsey, Jersey

Permira

2017

TMF Group

Netherlands

Guernsey, Jersey

CVC Capital Partners

2017

Zedra Group

Guernsey, Jersey

Corsair Capital

2018

SMP Partners

Isle of Man

Jersey

Palatine Private Equity

2019

providers able to handle their global needs. CBPE completed 10 acquisitions prior to listing JTC, expanding from six jurisdictions to 18 at the point of exit, according to Ian Moore, a Partner at the firm. Inflexion, meanwhile, completed two bolt-on deals at Sanne and four – to date – with Ocorian. Private equity is also focused on professionalising offshore fiduciary companies, which have typically been carved out from banking, accounting and legal parents, often without fully developed internal systems and resources. Firms will frequently supplement management teams, and investment in driving efficiency through technology is also important. “Over the past 10 to 15 years, as a result of regulation and succession planning, a lot of these companies have suddenly become standalone businesses for the first time,” says Kassai. “One of the things we look to do is professionalise the sales capability, hiring a chief customer officer, implementing [customer management relationship systems such as] Salesforce and giving the appropriate training. We also help the companies become tech-enabled.”

THE PERFECT PARTNERSHIP For the management teams of offshore fiduciary businesses, private equity also makes perfect sense and can spell the difference between a global growth strategy – and being subsumed by a competitor. Deconinck adds that companies in the sector are growing so fast that it can quickly become essential to take on

the pe wishlist When sourcing a platform acquisition in the trust and corporate services sector, private equity looks for critical mass in multiple jurisdictions as a starting point for expansion. In the absence of scale, differentiation is paramount. Specialisation is increasingly a feature of the market, with companies such as Ipes and Augentius, focused on private equity fund administration, commanding the highest valuations. Private equity also targets businesses with top-quality management and clients, especially in the funds and corporate space. And an impeccable regulatory track record is key. “We look for great relationships with regulators and an absence of any significant litigation,” says CBPE’s Ian Moore. In the wake of scandals such as the Panama Papers, the focus on reputational risk has heightened. This has played into the hands of businesses based in gold standard jurisdictions such as the Channel Islands. “Ten years ago, Jersey and Guernsey might have been considered a little sleepy on the world stage, but being Channel Islandscentric is now a major plus,” says Wyvern Managing Partner Jonathan Smith. “We see businesses from other jurisdictions consciously establishing a centre of gravity in the region because the Channel Islands are now seen as a blue-chip destination.”

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their fund administration as a result of labyrinthine regulation and expensive technology requirements. “It’s what private equity would call a GDP++ sector in that it is growing faster than economic activity in general,” says Zedra Group Deputy Chairman Bart Deconinck – who was previously Chairman and CEO at Vistra, which was owned by IK Investment Partners before a sale to Baring Private Equity Asia in 2015. Deconinck adds that the sector has also been boosted by recent geopolitical dislocation. “Phenomena such as Brexit, trade wars between the US and China and the Arab Spring have had a lot of people and businesses reconsidering their domiciles. It’s not something we’ve seen since the 1980s and it all creates its own work.” In addition to market growth and an attractive business model, private equity is drawn to offshore fiduciary services because of the value its interventions can create. Despite a decade of rampant M&A, the industry remains highly fragmented. Consolidation lies at the heart of most private equity investment theses. In particular, private equity firms are combining greenfield roll-out and acquisitions to extend trust and corporate services companies’ international footprint, as clients increasingly favour single

Source: Wyvern Partners

Private equity

EXPERT VIEW outside funding. “Private equity firms are constantly knocking on our doors,” he says. “They understand the business model, they pay decent valuations for those looking to cash out and, crucially, they bring both expertise and contacts.” This expertise specifically relates to structuring and financing acquisitions but extends to financial management, with a particular focus on working capital, as well as other activities that the management team may not have previously encountered. “You don’t want the private equity firm to run your business, that’s your job,” says Deconinck. “But when it comes to things like M&A, rebranding or restructuring exercises, their experience can be invaluable. Their relationships with advisers and their own investor base can also represent a real business opportunity.” That’s not to say private equity ownership is without its frustrations for managers, who must grapple with a significant increase in the granularity of information demands, for example. There are also concerns about short-termism. “When private equity first began investing in the sector, there was a temptation to put fees up and cut costs,” says Wyvern Managing Partner Jonathan Smith. “In the early days, a couple of private equity firms made the mistake of running the businesses from a spreadsheet. But while clients can’t up sticks and leave quickly in this industry, they can stop bringing new business. Shorttermism damages reputations and longterm growth. These days private equity investors take a longer-term view.” Indeed, private equity firms active in the industry today appear to have learnt from those that have gone before them. Investors are providing not only the capital, but the expertise required to transform small-scale offshore fiduciary businesses into sustainable, international, multidisciplinary powerhouses. “Private equity firms bring a fresh perspective and the ability to support the growth ambitions of management,” concludes Stuart Layzell, Chief Executive of Ocorian. “They can provide expertise and funding around IT, compliance – whatever it is that your business requires – and when it comes to M&A, they bring not just capital, but sophistication. It’s a valuable partnership.” n

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Elliot Refson, Director of Funds, Jersey Finance Private equity investments into Jersey’s fiduciary sector have continued to be strong, with those investments proving transformative, allowing businesses to evolve or be amalgamated into truly international organisations. In Jersey, we’ve seen a trend towards targeted acquisitions where private equity houses have focused on local fiduciary businesses able to demonstrate industry knowledge and growth. A further trend has seen fiduciary businesses working with compatible private equity houses in order to capture and meet the demands of a growing market, based on a culture of trust and cooperation. That said, value creation remains the dominant driver; investments in newer markets such as digital and cyber are key to increasing productivity and, through the expansion of businesses in different markets leading to economies of scale, these investments have become easier to implement and support. Similarly, this applies to the more esoteric trading strategies. There are challenges, but ultimately private equity investments have created lasting value, increased revenues, profits and innovation. Private equity’s heightened interest in the offshore fiduciary sector is likely to continue, with Jersey’s reputation as a growing jurisdiction for alternatives and a safe harbour continuing to be a draw. James Willmott, Corporate Partner, Carey Olsen, Jersey Private equity investors have remained active in the offshore fiduciary sector over the past 12 months. Given that many of the larger, international businesses have already seen primary investment by PE, the focus is moving towards bolt-on acquisitions and secondary buyouts. There is particular interest in bolt-on acquisitions of businesses that cover single jurisdictions. Pricing is generally based on an EBITDA multiple, with the multiple increasing with the size and jurisdictional spread of the business, so these types of deals can quickly add value to the acquiror. We’ve heard of difficulties integrating new businesses, particularly compliance and IT, which may pose challenges on exit. But the overall impact of PE in the offshore fiduciary sector has been positive, driving a focus on compliance, productivity and financial management. Despite initial concerns that PE-backed businesses would raise prices, this remains a highly competitive sector. Beyond integration, the main challenge to the sector is likely to be ensuring businesses have systems in place to properly deal with changes to regulation, including increased reporting on beneficial ownership and the implementation of economic substance requirements in various offshore jurisdictions. Paul Wilkes, Group Partner, Collas Crill, Guernsey Over the past two years, we have seen increased interest from private equity firms in acquiring or taking interests in offshore fiduciary and fund administration firms. The increased capitalisation of these businesses is allowing them to acquire competitors and consolidate across the sector. This is leading to further economies of scale for the acquired and consolidated businesses and an alignment of policies and processes across what have otherwise been, in some cases, somewhat disparate businesses in each of the offshore centres. Part of the reason for this interest is the exposure these private equity firms have had in the outsourced administration of their own offshore structures. There may be another reason. Reportedly, less than 30% of North American funds are administered by third-party administration outfits. There is a trend of increased outsourcing, particularly across North America. Private equity firms may well believe the European/offshore model will be replicated across the North American market. By acquiring and consolidating interests outside the US, they will be well placed to take advantage of this changing market dynamic in the biggest market for private funds. We don’t expect to see this trend abating over the coming 12 months. In fact, an extension of it into fiduciary services (rather than pure fund administration services) is expected to continue for at least the next two to three years.

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Real estate

The REITs

revolution

The Channel Islands Are giving London a run for its money as the home to a growing number of high-profile property investments Words: Alexander Garrett

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Real estate

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firm Mourant Ozannes, who says: “We’re seeing ever-expanding interest in launching new REITs. On an X-Y scale, the number is definitely going up.” The Channel Islands have long been a destination where UK real estate investment could be safely structured offshore to take advantage of a range of benefits, including flexibility and tax efficiency. “Real estate funds are very much the Jersey fund sector’s bread and butter,” says Elliot Refson, Director of Funds at Jersey Finance. Figures in the Monterey Insight Jersey Fund Report 2018, he says, show net assets for Jersey’s funds industry of $411.1bn, of which real estate as an asset class was $64bn. In addition, research by Capital Economics shows that Jersey is home to more than £600bn in corporate asset vehicles, around 80% of which is thought to be invested in real estate, with a strong emphasis on UK commercial real estate.

Various vehicles have been used to hold those investments over the years – not least Jersey Property Unit Trusts (JPUTs), designed to hold commercial property investments that are generally exempt from UK capital gains tax and include ownership of landmark buildings in the City. Today, most of the action is around REITs. In 2018, six UK REITs listed on TISE – greater in number and market value than those that listed on London Stock Exchange. There are now 22 UK REITs listed on TISE, of 75 in total, giving the exchange a market share of almost 30% – and 12 are also incorporated in Jersey.

REASON FOR REITS REITs were introduced in 2007 by the UK government to encourage investment in UK property. They are closed-ended vehicles that own and manage commercial or residential lettings property on behalf of shareholders, and which, importantly, are

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IN JANUARY THIS year, Jersey-domiciled Stonecutter Investments was admitted to the official list of The International Stock Exchange (TISE) with little fanfare. Even now, few have heard of Stonecutter – which is the vehicle for a large Asian pension fund – but it is a remarkable example of the enormous amount of real estate investment that gravitates towards the Channel Islands. Stonecutter’s principal asset is the headquarters of a global investment bank in London, recently acquired through a sale and leaseback deal. The building, one of the biggest of its type in London, is valued at a staggering £1.25bn. Stonecutter is the latest Real Estate Investment Trust (REIT) to join the TISE list in a trend that has seen the Guernseybased exchange take an increasing slice of the lucrative REIT market. In this case, the investment vehicle was put together by Joel Hernandez, a Partner at Jersey-based law

Real estate

Previously, the REIT regime was in the ‘too hard’ basket. Now the playing field has been levelled, REITS will be attractive to a wider number of investors

exempt from corporation tax on profits and gains from their rental activities. In short, they are an alternative to owning property directly, with many of the same benefits. Rob Milner, a Partner with Carey Olsen, says: “A REIT has a very unique set of tax circumstances, which are clearly defined. “One of the key points is that it defers a lot of the taxation to the investor, so it’s in their own hands. “First, that means the REIT can fit into their own tax structure; and second, it doesn’t penalise investors, who should be exempt – for example, if a pension fund comes in, you don’t want a scenario in which it bears tax it should not.”

WHY NOW? Given that REITs have been in existence for more than 10 years, why are they only just starting to take off in the Channel Islands? TISE Head of Communications Mark Oliphant says: “There are a number of reasons. People are turning to property as a steady asset class. There’s also been a regulatory push for property to be included in closed-ended vehicles, because of the problems experienced by some open-ended funds in both 2008 and 2016.” He adds: “There have also been some changes to the REIT regime, which mean that institutional investors are more likely to make use of it.” Milner corroborates that. “Originally, the process to become a REIT was quite cumbersome, and there was an entry cost that had a disincentivising effect.” The UK’s HM Revenue & Customs has become more flexible on who can own a REIT and how it can be listed, he says, and the consequence is that institutional investors have realised that you don’t need to be a London-listed

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entity with a significant retail base to take advantage of the benefits. Hernandez adds that another key catalyst for the launch of offshore REITs has been the UK government’s introduction of non-resident capital gains tax (NRCGT), which levelled the playing field between resident and non-resident investors. “Previously, the REIT regime was, for many, in the ‘too hard’ basket,” he says, “whereas using a non-REIT was comparatively easy. Now that the playing field has been levelled, REITS will be attractive to a wider number of investors.”

BROAD COVERAGE The REITs that are listed on TISE encompass a broad range of different property types, from the various categories of commercial – office, retail, logistics and industrial – to residential lettings and even student accommodation. Broadgate REIT is the holding company for the Broadgate office estate in the City of London, which is co-owned by British Land and GIC, Singapore’s sovereign wealth fund. Broadgate has 4.7 million square feet of space and accommodates 30,000 workers. Meanwhile, Westfield UK REIT is an investor in Westfield’s London shopping centres. Sopro Holdings is a hedge fundbacked company that invests in social housing to help councils deliver frontline services – which can mean halfway houses for rehabilitation purposes. Liberty Living invests in UK student accommodation. And Links Healthcare is a REIT that bought and leased back 12 hospitals. Oliphant says that REITs on TISE fall into two broad groups: those with a small number of large institutional investors, such as pension funds, insurance companies and sovereign wealth funds, often diverse

internationally; and those with smaller value holdings held by groups of highnet-worth individuals, which are more regularly traded. By contrast, REITs on London Stock Exchange tend to be high value with larger numbers of investors – possibly even at retail level – and with greater liquidity. These factors influence the decision to list on TISE, as opposed to LSE, and also whether to incorporate in Jersey or Guernsey. Institutional REITs that do not require liquidity will find TISE a more costeffective and speedy option, says Oliphant, while smaller REITs would simply not be able to afford an LSE main market listing. On the merits of choosing to incorporate in Jersey, Refson says: “Use of a Jersey company as a REIT will provide a more flexible company law regime, including in relation to capital distributions and the statutory ringfencing of liabilities of assets using an incorporated cell company.” Jersey companies law also provides for distributions to be made on a cash-flow solvency basis, which can be advantageous.

STRONG PIPELINE Going forward, Brexit provides a significant unknown. But few doubt that, however that pans out, property will continue to be a significant asset class in the Channel Islands and that REITs will continue to thrive. Hernandez says: “Brexit has inevitably had an impact on investor sentiment in UK commercial real estate, but many expected far worse. From what we can see in the short term, our clients are lining up a number of significant UK real estate deals and the transaction pipeline remains strong. “Brexit is bringing back the ‘value’ investor, attracted by weaker sterling during this period of peak volatility.” n

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BUSINESS LIFE

The Channel Islands Funds Forum 2019

Time to take stock Regulation Substance Blockchain Fund Finance

Tuesday 19 November 2019 The Royal Yacht, Jersey

9am to 3:30pm , 5 hours CPD available Delegate rate £245 until 30 September

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Places can be booked at www.cifundsforum2019.eventbrite.co.uk or by emailing events@blglobal.co.uk

Advertising feature in association with Locate Jersey

Profile:

Grant Hamilton, Office Head, Seven Investment Management, Jersey With more than 20 years’ experience in the investment management industry in Jersey and the UK, Grant Hamilton was ready to take on a new challenge with an entrepreneurial edge. So when renowned investment management company Seven Investment Management (7IM) decided to expand, it asked Grant to lead the company’s new Jersey office

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Advertising feature in association with Locate Jersey

Locate Jersey’s inward investment team offered a very warm welcome to the company and could clearly see there was a place for us on the island

the first ports of call for 7IM. Its inward investment team offered a very warm welcome to the company and could clearly see there was a place for us on the island. In addition, the Jersey Financial Services Commission was incredibly thorough and professional, leaving no stone unturned and ensuring that 7IM would hit the ground running. Since starting the Jersey office in May 2018, it has been very interesting to see the positive take-up and interest in our services. Jersey is very open minded and ready for business in that sense – an essential attitude needed for innovation and future-proofing as an international finance centre.

7IM’s Jersey team: (l-r) Aiysha Prow, Grant Hamilton and Dominic Pallot

Tell us a bit about 7IM and what the company does. 7IM was originally set up in the UK in 2002 by seven highly respected industry experts, including the financial media commentator Justin Urquhart Stewart, Partner and Co-founder of 7IM. The ethos of the company is to provide investment management services that the team would be happy to use themselves or for their family. This same principle continues to drive the company today and it currently manages around £14bn of client assets. 7IM has a comprehensive investment management offering and services many sectors of the market. It is also a specialist in the expanding area of fintech and platform services, which has helped revolutionise the way independent financial advisers (IFAs) carry out investment business. We have also recently developed our 7IM fiduciary service, which brings the technology and its advantages to international trust companies.

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Our app, 7IMagine, is very popular, providing clients with a visual, interactive oversight of their assets all in one place – perfect for our ‘on the go’ clients. What brought 7IM over to Jersey? 7IM already had a strong client base in Jersey, but there was no office here. So it was to service these clients better and increase 7IM brand awareness on the island to attract further new business. It has been a good move for 7IM. We have found some talented people with expertise in the financial and legal sectors to help us staff and set up the office. We have a lot of standard investment management business, but there is also an appetite for 7IM’s fintech and platform services, particularly from IFAs, wealth planners, consultants and trust companies. How did the expansion process into Jersey take shape? Coming from Jersey myself, I knew who to approach, and Locate Jersey was one of

How do you see 7IM evolving in the future? Jersey has provided the perfect foundation for 7IM to continue to expand and evolve. While we continue to service our valued clients in Jersey – a network that is ever expanding – we are also going to start making connections beyond this shoreline. 7IM has recently attained a licence to service and advise clients in Guernsey from our Jersey office. I, personally, have always seen the Channel Islands as a stronger force when they work together, although each has its own strengths, and 7IM will be embracing this attitude by conducting business across the Channel Islands. n

FIND OUT MORE

This advertising feature was produced in partnership with Locate Jersey. Visit www.locatejersey.com

Seven Investment Management LLP is authorised and regulated by the Financial Conduct Authority, the Jersey Financial Services Commission and the Guernsey Financial Services Commission. Member of the London Stock Exchange. Registered office: 55 Bishopsgate, London EC2N 3AS. Registered in England and Wales number OC378740.

City edition 2019 57

Advertising feature Village of Saint Aubin, Jersey

Why Jersey’s unlimited array of property offers endless opportunity for relocation Finding a location that offers the very best tax advantages might be the driving force behind relocation, but choosing a jurisdiction that is to become home is about much more. The key is to settle somewhere that works for your wealth but, first and foremost, works for you and your family. A beautiful, secure, cosmopolitan island where traditional values sit at the very heart of the contemporary lifestyle offered, Jersey is independent and has a low tax jurisdiction. Savills Director, Geri O’Brien said: “An enviable culture of safety and privacy, high quality health and leisure facilities, a world-class education system, globally renowned professional services and easy, frequent access to the UK, Europe and beyond make Jersey an ideal location for you, your family and your business.” “Life on the island of Jersey is extremely convenient and lifestyle needs are met with ease and straightforward accessibility; on

Jersey there is time to make the most out of life.”

with views across Petit Port and the whole of St Ouen’s Bay.

The Savills research team said:

In 2015 the property featured in the ITV series “Homes by the Sea”. The present owners have completed the conversion of the building into a beautifully appointed four-bedroom family home. An architectural blend of ancient and modern design preserves the appearance of the old building, while a wraparound atrium, created with curved glass, adds a modern finish.

The investor base in the Channel Islands continues to deepen. Sustained demand in Jersey continues to push prices up, which rose by 3.5% in 2018, while average house prices reached £491,000 14% above the former peak in 2008. For those searching in the popular coastal locations ‘Old Station House’ in Corbiere is a landmark building. With a glazed extension and overlooking the lighthouse, the property sits in an elevated position

Bedrooms are at ground level and all living accommodation is on the first floor to take full advantage of the views. Outdoor areas complement the surrounding natural landscape with the use of large boulders and sleepers to create raised planters, a large lawn and patio to enjoy the evening sun.

Talk to us today Geri O’Brien Director 01534 722227 gobrien@savills.com

Sara Kempster-Smyth Residential Sales Negotiator 07797 722694 sksmyth@savills.com

Debbie Le Brun Residential Sales Negotiator 07797 754380 debbie.lebrun@savills.com

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of period features including large windows and high ceilings. Finished in neutral colours and with an emphasis on open plan living, the accommodation is perfectly designed for family living and entertaining.

Savills Jersey is marketing Old Station House with a guide price of £3,750,000. For more information, please contact Geri O’Brien on 01534 722227.

Savills Jersey is marketing Parkfield House with a guide price of £2,395,000. For more information, please contact Geri O’Brien on 01534 722227. Further inland, Jersey offers a wealth of pretty, countryside properties. Nestled amongst the rural scenery is Parkfield House, a beautiful granite country home with a two-bedroom cottage, perfectly designed for two generations or staff accommodation. Savills Director, Geri O’Brien said: “Parkfield House offers luxury country living with all the benefits of local amenities, nearby. The granite property dates from the mid-1800s and has been fully restored including the addition of a new wing, providing generous accommodation including a selfcontained cottage.”

Savills Jersey is marketing Floriana with a guide price of £3,500,000. For more information, please contact Geri O’Brien on 01534 722227. Urban property with breath-taking coastal views and the convenience of local amenities makes Jersey very appealing to families and professionals. Floriana is one such property, well positioned for buyers seeking a traditional family home with charm and privacy. Savills Director, Geri O’Brien said: “Built in around 1840 Floriana is a charming Victorian villa, caringly restored over recent years and renovated to the highest standard with a separate two-bedroom cottage. A substantial front lawn leads down to St Aubin’s Bay with local eateries only a short walk away and the airport just a 10 minute drive.” A blank canvas from which prospective buyers can mould their dream home, Floriana retains a wealth

“Luxurious, comfortable and fully geared to modern living, with beautiful décor and high specification fittings and furnishings, Parkfield House includes a double garage, plenty of parking and large grounds. An abundance of fine, mature trees line the boundary and driveway, enclosed with electronically operated gates. Outside, the property also benefits from an adjoining field used for horse grazing and presents space to add a tennis court or pool.” In her closing remarks, Geri said: “A close connection to Savills London and Savills international offices ensures access to the widest possible buyer market. At a time when offshore jurisdictions are changing rapidly, the Channel Islands has bolstered its reputation as a centre of wealth management excellence and a prime destination for affluent property buyers from the UK and beyond.” Savills Jersey welcomes the opportunity to support you across all aspects of property ownership. Selling, buying or relocating, our time and knowledge are yours.

M&A

The grand scheme of things

more and more Large M&A deals are being conducted through schemes of arrangement. Why are they such a popular vehicle and what advantages do they have over traditional takeover offers? Words: Dominic Dudley

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M&A

GLOBAL DEALS The deals being done in the Channel Islands these days are often of global significance. Two of the biggest recent examples have taken place in Jersey, including the £46bn takeover of Shire by Japan’s Takeda Pharmaceutical and the $22.5bn (£17.8bn) merger between mining companies Barrick Gold and Randgold Resources. Guernsey has also seen some major deals, such as the £5.6bn acquisition of

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Friends Life by Aviva in 2015 and the £1.45bn deal by Jura Acquisition to buy the John Laing Infrastructure Fund. Guernsey and Jersey laws for schemes closely follow the UK system, with the jurisdiction being determined by where the target company is located. The UK has a longer history of such deals, but in the Channel Islands the case law is gradually being developed, making the process increasingly smooth, say lawyers. “The scheme process is pretty much the same in Guernsey and Jersey,” says Simon Dinning, Global Head of Corporate Legal Services at Ogier. “While English case law is not binding on the courts in Jersey and Guernsey, it is certainly persuasive. The English courts see a much higher volume of schemes and so develop precedent quickly, but our courts are also now well versed in schemes and have a number of decisions to rely on.”

HOW THEY WORK In essence, the process involves the target company first applying to the courts to operate a scheme. The company then holds a shareholders meeting to see if they approve the deal. If a majority at the meeting give their consent (including 75% of shareholders by value), then the deal returns to the court for final approval. After that’s granted, the acquiring

The main reason schemes are used is that they provide a lot more deal certainty compared with traditional takeover offers

company can buy up all the shares, regardless of whether an individual shareholder voted for or against the deal. The benefits of this are clear when you compare it with a traditional takeover offer, which requires 90% approval from all shareholders (not just those who cast a vote) before any minority hold-outs can be swept up. “The main reason schemes are used is that they provide a lot more deal certainty compared with traditional takeover offers,” says Tony Lane, a Guernsey-based Partner in the corporate law team of Carey Olsen. “With a takeover offer, 90% is quite a high threshold and if you’ve got a large group of non-responsive shareholders, then you’re going to struggle to get to 90%. With a scheme, it is much more likely that the bidder will get the necessary shareholder approval.”

PRICIER OPTION While a scheme offers greater certainty, it can be pricier to organise, not least because of the cost of court proceedings. “It’s quite an expensive process and also has a fairly protracted timetable attached,” says Dinning. “While the cost may not be material for large multinationals, it can be prohibitive for smaller companies. “Typically, we see schemes used on high-value M&A transactions where the parties involved value the certainty provided by a scheme and for whom the costs are not an obstacle.” Indeed, most of the deals that have gone through the Jersey and Guernsey courts in recent years have been valued in the hundreds of millions, if not billions, of pounds (see table overleaf). Despite all the benefits, however, there are some aspects of schemes that mean they are not always appropriate. For one thing, a scheme is an ‘all or nothing’ approach. If the bidder fails to reach the 75%/majority thresholds, then the deal will collapse and they walk away with nothing. But a traditional takeover offer will at least deliver the shares of those who agreed to sell. “A scheme either succeeds or fails depending on whether the bidder obtains the required shareholder approval and court approval,” says Lane. “If it fails, the bidder doesn’t acquire the shares of the people who voted in favour; it just completely fails. And if it succeeds, everyone is bound, regardless of whether they voted or not or whether they voted in favour or not.” So, if the aim is to gain control of a company, but not necessarily to own all of its shares, then a takeover offer may suffice. “A takeover offer is faster if you’re happy acquiring less than 100% of the company. If you

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TAKEOVER DEALS AREN’T run like they used to be. In the past, when a company spotted a merger or acquisition opportunity, they would simply make an offer to buy out the existing shareholders of the company in question. These days, most mergers and acquisitions (M&A) are managed by the target company itself rather than the one doing the acquiring. It may sound counter-intuitive, but the process – known as a scheme of arrangement – has proved to have several advantages over an old-fashioned takeover offer, not least in the degree of certainty it offers the bidding party. This is largely because the proportion of shareholders needed to approve a deal is lower than with a traditional takeover, and it’s easier to buy out any intractable shareowners opposed to the move. As a result, schemes have become the preferred method for large M&A deals in the Channel Islands and beyond. “For public company M&A deals, where you’ve got a large shareholder base, you are generally going to be looking at either a scheme of arrangement or a takeover offer,” says Jon Woolrich, Jersey-based Partner at law firm Mourant. “Schemes tend to be more popular, in part because of the lower consent threshold required to obtain 100% control of the target.”

M&A

Recent schemes of arrangement in the Channel Islands, by deal value Jurisdiction

Sector

Acquirer

Target

Deal value

Value (£m)

Year

Jersey

Pharmaceuticals

Takeda Pharmaceutical

Shire

£46bn

46,000

2019

Jersey

Mining

Barrick Gold

Randgold Resources

$22.5bn

17,767

2019

Guernsey

Finance

Aviva

Friends Life Group

£5.6bn

5,600

2015

Jersey

Media

Informa

UBM plc

£3.9bn

3,900

2018

Guernsey

Finance

Jura Acquisition

John Laing Infrastructure Fund

£1.45bn

1,450

2018

Guernsey

Gaming

Scientific Games Corp

NYX Gaming Group

Can$775m

454

2018

Jersey

Energy

Gold Cheers Corp

Kuwait Energy

$477m

376

2019

Guernsey

Mining

Sandstorm Gold

Mariana Resources

£166.9m

167

2017

Guernsey

Finance

Prospect Co

Prospect Japan Fund

$147m

116

2017

Jersey

Recruitment

DBAY Advisors

Harvey Nash

£98.7m

2018

Guernsey

Mining

Endeavour Mining Corp

Avnel Gold Mining

$122m

2017

Note: currency conversion is based on current exchange rates

if you simply want to get majority control, you can do that through a takeover offer very quickly, whereas a scheme has the benefit of being the quicker route to 100% simply want to get majority control, you can do that through a takeover offer very quickly, whereas a scheme has the benefit of being the quicker route to 100%,” says Darren Bacon, a Partner in Mourant’s Guernsey office.

MUTUAL INTEREST In addition, a scheme only really works when there is a mutual interest from both sides in pushing the deal through. Although it is theoretically possible to conduct a hostile scheme, in reality it would be hard to do, given the central role the target company plays in arranging meetings of its shareholders. “In terms of a takeover being done via a scheme of arrangement, the target company and the acquirer are working together. It’s a collaborative process and involves engagement with the shareholders,” says Anthony Williams, Head of Dispute Resolution

62 City Edition 2019

at Appleby in Guernsey. “The court ultimately still has a discretion to sanction a scheme and will be concerned to ensure members’ rights and interests have been adequately considered.” One final consideration is that – in rare circumstances – the court may decide not to endorse a scheme. To date, there has only been one example in the Channel Islands of a deal being blocked, when a scheme involving a share buyback by the majority shareholder in real estate investment company Puma Brandenburg was successfully opposed in early 2017. “We acted for a minority shareholder in successful opposition to the Puma Brandenburg scheme. The court refused to sanction the scheme on a number of grounds, including that it purported to overlook a number of statutory requirements,” explains Mourant’s Bacon. “So, there are technicalities and requirements to go through, and of course the directors have got to show that they’re acting in the interest of the company.” The specifics of that case differ from most of the deals that have passed through Channel Islands’ courts in recent years though, and there is little reason to suppose that schemes of arrangement won’t continue to be the preferred option for large M&A deals in the years ahead. “There’s now a helpful body of case law dealing with schemes, there’s much more certainty around how they operate, and the courts and lawyers are increasingly familiar with how these schemes work. So I continue to see them being a popular way of effecting takeovers,” says Williams. n

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Guernsey remains a calm harbour in choppy waters For more than 50 years, the Channel Island has been evolving as a specialist global finance centre – demonstrating innovation and resilience, whilst offering an enviable work-life balance. Chief Minister of Guernsey, Deputy Gavin St Pier, recently described the current business climate in Guernsey as optimistic and confident, offering certainty and stability in a still uncertain global economy. The EU recently published its ECOFIN report reflecting Guernsey’s strong compliance with international standards of tax transparency.

‘The report was a positive affirmation of what most international bodies and governments have known for many years, which is that Guernsey is a transparent and co-operative jurisdiction in every respect,’ said Deputy St Pier. Guernsey has long had a proven and well-established track record. It is proud and ready to fiercely protect its honour and reputation, and that of its investors. The Island offers three positive advantages to international and private companies and individuals: stability, security and competitiveness.

To start your journey, call the Locate Guernsey team on +44 (0)1481 743834 email enquiries@locateguernsey.com, or visit locateguernsey.com

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Guernsey, together with the Isle of Man and Jersey, has also recently announced a series of steps regarding its central register of beneficial ownership information of companies and how they will move towards developing international standards of accessibility and transparency in the coming years. The three phases will be: • To interconnect the islands’ registers of beneficial ownership of companies with those within the EU for access by law enforcement and Financial Intelligence Units. • To give access for financial service businesses and other businesses for due diligence purposes. • To give public access aligned to the approach taken in the EU’s Fifth Money Laundering Directive. Deputy St Pier commented, ‘The action plan reinforces our message that it is for Guernsey to determine its own policy position. We will never compromise the high standard of our register, which is populated by verified up to date data, by the adoption of an inferior model. Our action plan will ensure that our register and corporate regulation continues to set a standard for larger jurisdictions to follow.’ At the end of last year Guernsey implemented a new legal substance requirement which ensures that the profits generated by certain types of highly mobile Guernsey businesses are linked to their economic activity on island. Depending on a company’s activities, tax-resident businesses will have to demonstrate they are locally-managed, generate income in the islands, and have a physical presence in terms of staff, premises and local spending. In return, most companies will have to pay a standard tax rate of 0%. Guernsey imposes no inheritance, capital gains, wealth, gift or estate tax, and there is no VAT. Personal income, however, is taxed at a flat rate of just 20%. This further demonstrates that Guernsey is a cooperative jurisdiction and a good neighbour to both the UK and the EU. Guernsey is not just cooperative, it is also a good place to do business. Infrastructure, telecommunications and connections to both the UK mainland and Europe are understandably well-established and, in addition, Guernsey has the added advantage of being a stunning place to live. Considered one of the safest places in Europe by its own residents, Guernsey offers the very best of Island life from its award-winning beaches and stunning cliff walks to island hopping opportunities and picturesque capital, St Peter Port. Work commutes are minutes not hours and the healthcare and education systems are excellent. ‘We are a small government with excellent public services and a safe community, and so we can afford to keep taxes low and stay competitive,’ said Deputy St Pier. Guernsey continues to invest in future-proofing the islands, and is about to make significant further investment in its digital connectivity through accelerating the roll-out of 5G, one of the critical components of its telecommunications strategy. The future is looking bright for this small but mighty Channel Island.

A better life for you

Restructuring and insolvency

A trusted place to restructure

As home to many holding companies, Guernsey was forced to upskill in the area of restructuring and insolvency in the wake of the financial crisis. Today, it has become a jurisdiction of choice for businesses in distress 66 City Edition 2019

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Restructuring and insolvency

Words: Dave Burrows

work is big. As the economy squeezes, this discipline tends to grow and many of the huge international matters are ending up before the courts in the Channel Islands. Mathew Newman, who leads Ogier’s Guernsey dispute resolution team, says business is brisk. “After perhaps a slight dip in 2017, insolvency work is back with a vengeance in Guernsey,” he says. He highlights the different types of work under way: large-scale restructurings under a scheme of arrangement or administration order; property holding companies or investment funds whose loan to value ratios have gone the wrong way, leaving them insolvent; and fraud and asset tracing work, sometimes with a Guernsey holding company but often with a foreign insolvency practitioner trying to recover assets or information held in Guernsey. Newman adds: “We’re also seeing a lot more work for company boards, who are concerned about their own positions when their company is on the brink of insolvency, and also for creditors looking to enforce their debts. Occasionally, we might also get a good old-fashioned contested winding up application.” So why is Guernsey so often used for international restructuring and insolvency? David Jones, a Partner in the Guernsey dispute resolution and litigation team at Carey Olsen, explains that there are still a lot of big businesses with holding companies situated in Guernsey. “When the need for restructuring or threat of insolvency arises, advisers tend to choose the safest place jurisdiction-wise – and that’s often Guernsey,” he says. “Many funds experienced financial distress post-2008 (during the credit crunch) and this was a period in which

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Guernsey upskilled in this area to deal with the increasingly difficult financial climate. “The professional services layer specialising in restructuring and insolvency in Guernsey is also a lot stronger now than a decade ago. The statutory framework is such that UK lawyers are familiar with how it works and the court system on the island has a long-standing track record of dealing with restructuring cases.” Abel Lyall, a Partner at Mourant Ozannes, agrees that Guernsey has a legal framework that facilitates insolvency options. “Our insolvency regime is one that will be broadly ‘familiar’ to foreign officeholders and draws on UK insolvency and company law. Courts regularly apply English common law principles to insolvency issues,” he says. “For example, creditors can apply to court for administration orders or to put a company into winding up. We have experienced insolvency practitioners to take appointments, knowledgeable insolvency lawyers to advise them and efficient courts to determine disputes.”

WORKING IN PARTNERSHIP How effectively do Guernsey offices work with London lawyers, insolvency practitioners and liquidators to get the job done? According to Lyall, the relationship is typically good and invariably flexible. “We work closely with London law firms and both local and London insolvency practitioners,” he says. “It is a relatively small industry and we tend to build strong working relationships with them.” He points out that the particular role of each will depend on the nature of the insolvency. “Where one has a large, multijurisdictional restructuring, of which Guernsey is but one part of a bigger

picture, there will often be a London law firm and/or accounting firm that leads the instruction, with local support from Guernsey advisers,” he explains. “Equally, where we have other matters more focused on Guernsey, the Guernseybased advisers will take a lead role. It’s an efficient and cost-effective way of working.” Alasdair Davidson, a Partner at Bedell Cristin, echoes these sentiments but also points to the geographical advantages. “We are on good terms with the leading London law firms who deal with insolvency and restructuring. One of the other advantages of Guernsey as a centre for this kind of work is that we are only a hop, skip and a jump from London and with no time difference. It works well.”

INSOLVENCY LAW CHANGES Guernsey’s new corporate insolvency law was originally due to come out at the end of the first quarter of 2019, but it has so far been delayed. Ogier’s Newman argues

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RESTRUCTURING AND INSOLVENCY

Restructuring and insolvency

and to examine directors, allowing the insolvency professionals to seek to recover funds of creditors on a potentially more informed basis.”

REPUTATION BUILDING

One advantage of Guernsey as a centre for this kind of work is that we are only a hop, skip and a jump from London and with no time difference

68 City Edition 2019

that the new legislation will be important in bringing Guernsey into line at least with other comparable offshore jurisdictions – and to some extent with the UK – in respect of the powers of liquidators, which will be greatly enhanced. “The new power of the Guernsey court to wind up foreign-registered companies will, I think, interplay quite nicely with the new substance requirements that are now in place,” says Newman. “I think it will give rise to an increase, rather than a decrease, in court work as a result.” Todd McGuffin, a Partner at Guernsey law firm Babbé, has been heavily involved in the structuring of the new law. He is confident that it will be introduced between the third and fourth quarter of this year at the latest. McGuffin rejects claims that the changes are just mere tweaks around the edges of existing legislation. “The new legislation is long overdue,” he says. “The changes are significant. For instance, the Royal Court will for the first time be able to wind up foreign companies. “The new law will also provide more powerful tools to office-holders to attack transactions made at an undervalue,

It is claimed that the new law will enhance Guernsey’s international reputation as a transparent and creditor-friendly jurisdiction. “Whilst our jurisdiction has always been creditor-friendly (look at the moratorium in the administration regime, which allows secured creditors to enforce their security notwithstanding the administration order in place), I think the new rules will give rise to more transparency,” Newman says. He adds: “A constant complaint you hear from creditors is that office-holders don’t need to file anything with the Registry of Companies and don’t need to produce reports on a timely basis, and I think the new rules will allay those concerns. “Equally, the obligation on office-holders to report delinquent directors has to be a good thing. At the moment, it’s not an obligation and is often only used by officeholders to bring commercial pressure on those individuals to settle liabilities.” Lyall agrees that while Guernsey already has a reputation as a transparent and creditor-friendly jurisdiction, the changes to the law can only build on this. “It will introduce stronger powers for liquidators to pursue actions for the benefit of creditors, including the conduct of examination of officers and the pursuit of undervalue transaction claims. Hopefully, the changes will make the process more efficient – for example, the ability to pay creditors from an administration and then dissolve the company, rather than undertaking an otherwise unnecessary compulsory winding up.”

COMPLEX CASES Having a track record in dealing with complicated and high-profile cases has allowed the Channel Islands to build a reputation of competency and expertise. Davidson at Bedell Cristin name-checks one case involving a healthcare company, which proved particularly sensitive. “It was sensitive not just from a commercial perspective, but also from the point of view of media coverage. There were not just employees to take into consideration, but residents and patients. All the advisers involved knew they could have faith in the Guernsey court system and that the process would be smooth. Four Seasons Healthcare (with a holding company on the island) is a good example of a Guernsey case demonstrating a well-executed process.”

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Restructuring and insolvency

EXPERT VIEW The new legislation is long overdue. the changes are significant – the Royal Court will for the first time be able to wind up foreign companies

Jones at Carey Olsen picks out the administration and subsequent liquidation of Joannou & Paraskevaides (Overseas) (JPO), which began in 2018 and is ongoing. JPO is a Cypriot construction company with a holding company in Guernsey. In recent years, it was involved in huge infrastructure projects in the Middle East, including football stadia. It found itself with real cash flow difficulties and was placed in administration, then liquidation. Guernsey was chosen as the best place to conduct the insolvency proceedings. “The company had more than 10,000 employees across the world – which in turn meant books and records around the globe. When you consider that data protection laws are different in each country, you realise how time-consuming just collecting initial information is,” says Jones. “After the initial collection of data, which could take a year, you might be looking at another two to three years to complete the liquidation process, particularly if litigation follows.” The focus is on taking the minimum time possible to explore all avenues and ensure the best possible outcome for creditors, says Jones.

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A Jersey perspective Stephen Alexander, Partner and Advocate, Mourant Ozannes, Jersey

Ogier is currently working on the contentious administration of a group holding company that has assets all around the world and various claims against third parties in different jurisdictions. Newman explains: “We have a number of hostile creditors. Keeping them at bay while working with the administrators to manage the day-to-day operations of the underlying businesses is a significant challenge.”

THE BREXIT FACTOR So, what does the future look like for those involved in insolvency and recovery work? Jones believes that Brexit could have a notable impact. “Lots of Guernsey funds will be invested in sterling and if the currency dives, then financial distress is likely to result,” he says. “There may also be an impact on London’s position as a restructuring centre. Nobody really knows what will happen in this space post-Brexit.” Bedell Cristin’s Davidson also thinks there may be a knock-on effect. “Brexit could be a good reason to redomicile – some restructuring may have been put on hold prior to this. There may be an increase in work as a result of this.” n

The Jersey insolvency regime, like Guernsey’s regime, is based on English law principles, supplemented with customary law processes. One of the key distinctions between the Jersey and Guernsey regimes is the absence of administration in Jersey. Instead, Jersey relies on the Royal Court’s wide jurisdiction, under a just and equitable winding up, to supervise companies in liquidation that have been permitted to continue to trade out contracts or sell stock to maximise creditor returns. The same flexible jurisdiction also enables the pre-packed sale of a distressed company’s business. Insolvency activity, at least of the contentious variety, across the island remains lower than many of Jersey’s offshore competitor jurisdictions. Many attribute this to the success of the regulatory advances across Jersey’s industries and to the eminence of Jersey’s well recognised process, through the Royal Court, of ‘passporting’ the insolvency of a Jersey company to England or another onshore jurisdiction in the interests of creditors.

City edition 2019 69

Technology

Ahead of the pack For decades, the Channel Islands have punched well above their weight in financial services. Can their test bed environment help them stay ahead as the sector embraces radical digital innovation?

70 City Edition 2019

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Technology

Words: Tim Green

IN 2014, THE BITCOIN world was in trouble. The world’s biggest crypto exchange, Mt Gox, had just collapsed, taking millions of dollars of investors’ money with it. A year earlier, the FBI had shut down the online marketplace Silk Road, on which criminals used cryptocurrencies to buy and sell drugs and other illegal goods. Clearly, Bitcoin was bad news. It was regarded as an unregulated wild west. A haven for cheats and scammers. And yet, in the middle of all this, the Jersey Financial Services Commission gave the all-clear to the world’s first regulated Bitcoin fund, GABI (the Global Advisors Bitcoin Investment Fund). The move meant major investors such as pension and insurance companies could invest safely in Bitcoin for the first time. This is one of many audacious crypto-related decisions made by the Channel Islands’ financial leaders. In 2018, The International Stock Exchange (TISE) approved the first listing on a regulated exchange of notes digitised on a blockchain.

DIGITAL BRAVERY Why would the Channel Islands take such a brave line on crypto? Simple. Its leaders know that digital innovation is the future of virtually every industrial sector. But they also know that finance is a little different. Why? Because of the part played by regulation. And it’s here – in compliance – that the islands have a huge advantage over other jurisdictions. Tony Moretta, CEO of Digital Jersey, says this is due to a unique set of circumstances. “Obviously, Jersey has long been home to major international financial services companies and private wealth management funds. So we have thousands of people here with expertise and the experience,” he says. “But the islands are also small and independent. We can make our own decisions, and we can make them fast. That has led to a forward-thinking regulatory regime.” Digital Jersey has already delivered a number of wins. Earlier this year, it facilitated the launch of Binance Jersey, an exchange that lets users buy and sell Bitcoin and Ethereum using pounds and euros. Michael Bateman, Head of Bespoke Development at Guernsey-based tech provider C5 Alliance Group, appreciates the achievement. “Digital Jersey has sold a digital vision to Jersey’s government and associated firms. Its relationship with Binance is a good example of the work it does in promoting the island,” he says.

Island regulators recognise the need to be bold or risk being left behind. Fintech innovation is sweeping across the traditional financial services space. Consumers all over the world are adopting new ways to manage their money. In China, for example, mobile payments rule. Chinese consumers do most of their shopping from within messaging apps such as WeChat. Last year alone, the country’s customers are reported to have made 60.5 billion mobile payment transactions worth $41.3trn. Meanwhile, in Europe, new digital-only challenger banks are siphoning customers away from the traditional incumbents. Germany’s N26 is now trading in 24 markets

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City edition 2019 71

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GLOBAL CHANGE

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Technology

jersey has an advantage in infrastructure, and a long history of financial services expertise – we can do the ‘tech’ bit but we also have a right to play in the ‘fin’ bit Six big fintech opportunities BLOCKCHAIN

ISLAND TEST BEDS To experiment with these ideas, Jersey and Guernsey have established their own test beds. The Jersey Sandbox and the Guernsey Innovation Soundbox give small companies the ability to try out new ideas without the high-cost and complex legal, government and regulatory barriers they face in other cities or markets. Essentially, this is possible because the islands are small. They have the attributes of much larger countries but in a compact, campus-like space. It helps too that innovators can test their ideas on a population that is technologically advanced. Jersey is home to 100,000

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people, all of whom have access to one gigabit fibre broadband. Meanwhile, there are three 4G networks delivering 118 mobile subscriptions per 100 inhabitants. As Moretta says: “We’re in the ‘goldilocks’ zone. We have an advantage in infrastructure, and a long history of financial services expertise. Basically, we can do the ‘tech’ bit but we also have a right to play in the ‘fin’ bit.” Amy Bryant, Deputy CEO of Jersey Finance, agrees – which is why her organisation held a Fintech Demo day earlier this year. “There are 13,760 people working in financial services here,” she says. “There will be some employees of big firms who leave to start their own ventures. We want to encourage that. We feel we can make Jersey the easiest place in the world to set up a fintech business. We have the reputation, the access to compliance, the technical infrastructure and the attitude.” Unsurprisingly, most of the innovation to date has been in regtech. For larger financial institutions with substantial compliance overheads, the ability to replace manual processes with automation is compelling. Already, a small number of island start-ups have made breakthroughs in the space (see box overleaf). James Fox, Partner at law firm Appleby, explains: “Jersey is a nine by five-mile island with the 10th fastest broadband in the world. That’s pretty amazing. It makes the island a great test bed for fintech communities in London, New York and

This offers a new way of recording financial transactions (and other asset movements) using a distributed digital ledger. Blockchains keep records that are immutable and transparent – and offer an alternative to traditional intermediaries.

PAYMENT TECH Changing the way people pay via challenger banks, mobile and cryptocurrency.

REGTECH Using technology to make it easier and faster for companies to meet regulatory requirements.

INSURETECH Applying new tech and business models to insurance – from in-car ‘black box’ driving monitors to peer-to-peer micro-insurance.

ALTERNATIVE FINANCING Financing options available outside the world of regulated banks and capital markets.

ROBO-ADVICE The use of artificial intelligencepowered bots to handle financial transactions and investment plans.

▼

and has tripled its customer base during the past 12 months to more than 2.3 million customers. Island leaders are mindful of these changes. Jersey alone has 26 banking licences, which is why many of the world’s leading banks (including the big five UK retail banks) have an operating presence there. The takeaway is self-evident: if the islands want to maintain their traditional strength in financial services, they need to prepare for the upheaval to come. And the nature of this upheaval? According to EY, it will centre on six main areas. In its 2018 report Fintech in the Channel Islands, it identified the biggest opportunities as blockchain, payment tech, regtech, insuretech, alternative financing and robo advice (see box).

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Technology

San Francisco – especially in KYC [Know Your Customer] and onboarding.” Another promising area is bots and automation. Many banks around the world are already experimenting with robot agents that can converse with customers in natural language – via text or live web chat. The next phase could be giving customers their own bots too. In theory, these digital agents could seek out the best deals and thrash out contracts with other bots. Guernsey is taking a lead in this space. In February 2019, it introduced a draft ordinance under the Electronic Transactions Law to offer greater certainty around ‘interactions between an electronic agent and a natural person’. Fiona Le Poidevin, CEO of TISE, says the law could help position Guernsey as the jurisdiction for those who want to explore smart contract technology. “The legislation basically looks at what happens in legal terms when bots talk to other bots. It might be a world first,” she says. It all links back to how technological automation can replace inefficient paper and manual processes. David Brown, Director of Client Solutions at Jerseybased Ocorian, is an expert in this robotic automation. He says: “There will always be a need for due diligence and the tracking of financial data. We’re working on these ideas, which I think will transform finance. And I think Jersey is a great place to do it.”

the ICO marketplace is full of criminals. But the regulated market that comes out of the other side could be vast – because ICO s are a radically more efficient way of transacting in some corporate spaces

Another area in which the islands have taken a lead is initial coin offerings (ICOs), which replace traditional stocks and shares with electronic tokens. But they can be pretty controversial because many scammers have exploited the regulatory uncertainty around ICOs to rip people off. But this doesn’t make ICOs inherently criminal. Dave Birch, a renowned payments expert and Digital Jersey’s Fintech Adviser, explains why. “A lot of people

are dismissing the token ICO marketplace. Yes, it’s full of criminals. But the regulated market that comes out of the other side could be vast – because ICOs are a radically more efficient way of transacting in some corporate spaces.” Island regulators recognise this. It’s why the Jersey Financial Services Commission published a guidance note for ICOs in 2018. The island has since been the base for a number of successful offerings.

COOPERATION, TOO Clearly, all of these ‘firsts’ are sending a message to fintech communities in other countries: come to the Channel Islands. But regulators know that they are not purely in competition with other jurisdictions; cooperation is called for too. It’s why the Guernsey Financial Services Commission was one of the founder members of the Global Financial Innovation Network (GFIN) – a ‘global sandbox’ that makes it easy for fintechs to talk to regulators in multiple countries. There are currently 29 other regulators in GFIN, including the UK’s Financial Conduct Authority and the Hong Kong Monetary Authority. Ultimately, the islands need to be included in these conversations. After all, the edgy start-up asking for regulatory advice today could be the established giant applying for a banking licence tomorrow. n

Regtech start-ups in the Channel Islands

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KYC GLOBAL

ATAM

KYC Global develops data analytics software that helps companies meet their anti-money laundering compliance requirements. More than 700 businesses, regulators and law enforcement agencies use the technology to combat financial crime.

Atam specialises in kiosks, which use biometrics to identify users. Banks and telcos can use them to support 24-hour self-service.

ELIAN

ID REGISTER

Elian, now owned by Intertrust, has developed an ID Check app, launched in 2014, which helps users simplify parts of the Know Your Customer (KTC) process.

This Guernsey company offers an online platform that improves the KYC process for onboarding investors.

BANK GLOBAL Bank Global helps banks automate workflows and processes.

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BUSINESS LIFE

The funds Edition 2019

Get involved in 2019 FOR EDITORIAL QUERIES, CONTACT eila.madden@blglobal.co.uk FOR ADVERTISING, EMAIL CARL.METHVEN@BLGLOBAL.CO.UK

MORE PEOPLE H AV E B E E N I N TO S PAC E THAN H AV E PA S S E D THE MASTER OF WINE EXAM

Meet Pierpaolo, he’s one of three Masters of Wine here at Waitrose & Partners. He and his team spend their lives searching the planet to find the best wines for our customers. Think of them as your very own sommeliers. Because every single wine we sell has been hand-picked by them.

FOR US, IT’S PERSONAL

Pierpaolo, Partner & Head of Wine Buying

The

Knowledge Brain food for the busy business professional

The Knowledge is compiled by Alexander Garrett Fund bragging rights

Talking

points

Morgan Stanley has come top of a ranking of fund management houses, based on their consistent outperformance of sector averages over a five-year period. The ranking, by FundCalibre, put Man GLG in second position and Baillie Gifford at number three. Morgan Stanley’s funds outperformed their sector average by 42.06% over the five-year period – far ahead of Man GLG’s 24.84%. Morgan Stanley’s Global Opportunity Fund was one of the star performing funds; it returned 90% more than the average global equity fund over five years to the end of 2018, thanks to significant exposure to tech growth stocks including Amazon, Facebook and Alphabet.

Egg-regious consequences

Go to work on an egg? Yes, but perhaps not every day. The healthiness or otherwise of eggs has long been a source of debate. Now new US research, carried out among almost 30,000 consumers and published in the Journal of the American Medical Association, has found that adults who ate an average of one and a half eggs a day had a slightly enhanced risk of cardiovascular disease over those who ate no eggs. The more eggs eaten, the greater the risk – and mortality risk also increased. Cholesterol, which is found in egg yolks, is to blame, according to the researchers. Eating eggs less frequently is unlikely to do you any harm, however.

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Toddler tax

Parents of under-two-year-olds are paying up to £9,100 a year for part-time childcare, according to a new report by Coram Family and Childcare, a UK charity focusing on childcare and family issues. The top price is paid by parents of children in Inner London – including many City workers – and compares with an average of £6,600 across the UK and £5,600 in Yorkshire or Humberside. The figures are for 25 hours a week of childcare. Megan Jarvie, Head of Coram Family and Childcare, said: “Too many parents remain locked out of work by high childcare costs and low availability, and too many children miss out on high-quality childcare and the benefits to their life chances that come with it.”

The future is female

Fakes news

Global trade in counterfeit and pirated goods is rising fast, according to a new OECD report. The value of imported fake goods rose from $461bn in 2013 to $509bn in 2016, says the report, which was carried out in partnership with the EU’s Intellectual Property Office. It describes the problem as “a major challenge in an innovation-driven global economy”. Footwear is the biggest category of seized illicit booty, at more than 20% of the total, followed by clothing, leather goods and electrical equipment. China is identified as the main source of the goods.

According to a paper from the University of Zurich, women are going to become increasingly in demand in highly paid occupations because of their superior social skills. The report – The “end of men” and rise of women in the high-skilled labor market – charts the probability of someone with a college education finding a ‘highly skilled cognitive job’. It finds that for men in the US, this has been falling, while for women it has been rising. The reason has a lot to do with the demand for emotional intelligence, say the researchers. Andy Haldane, Chief Economist at the Bank of England, has expressed a similar viewpoint, saying: “The high-skill, high-pay jobs of the future may involve skills better measured by EQs (a measure of emotional intelligence) than IQs.”

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THE KNOWLEDGE

New in… BOOKS

Risk takers

How to lead

An Economist Walks into a Brothel by Allison Schrager (Portfolio, £12.67, Amazon, paperback) sounds like the first line of a joke. What this book is actually all about is risk: how you can apply the principles of risk used by professionals such as gamblers, military generals and even insurance underwriters in everyday life. Schrager is herself an economist, journalist and co-founder of a risk advisory firm. She explains how she came to be infatuated with the idea of risk, and ponders what it means in all sorts of contexts: horse breeding, making films, fighting wars. The brothel from the title refers to a visit she made to Nevada to find out about risks for sex workers. It led her to ask if it would be worth giving up half your earnings as a prostitute to have extra security. Whether we realise it or not, says Schrager, we all take risks every day. The question is which to take and how to measure them and maximise the chances of getting what we want out of life.

The Making of a Manager: What to do When Everyone Looks to You by Julie Zhuo (Virgin Books, £12.99) is a primer on becoming a manager, based largely on Zhuo’s own experience in Silicon Valley. Its premise is that great managers are made – through hard work and practice – rather than born to the role. And it runs through all the key steps involved in becoming a successful manager, from running meetings to making good hires and giving feedback. Zhuo recalls her first encounter as a newly appointed manager with someone who’d been a colleague the previous day, and the unexpected hostility. She recounts her nervousness the first time she interviewed a potential recruit. And she tells how she slowly learned to act the part, and to develop confidence. A perfect read for anybody who’s just been thrown in at the deep end.

Lessons from the past

Free living

Fresh out in paperback is The Great Economists: How Their Ideas Can Help Us Today by Linda Yueh (Penguin, £6.99). Yueh is a former BBC Chief Business Correspondent and has other heavyweight credentials as a former adviser to the World Bank, the European Commission and the World Economic Forum. The cover endorsements give a further hint of the respect in which she’s held among today’s illuminati – Lord Jim O’Neill (see page 82), Mohamed El-Erian, Nouriel Roubini, Professor John Kay, et al. What she’s produced is a series of profiles of great names in economics: Adam Smith, John Maynard Keynes, Karl Marx, Joseph Schumpeter, Milton Friedman, Freidrich Hayek – all men, with the sole exception of Joan Robinson. Yueh explains the philosophy of each and applies their thinking to a key problem of today. What would Karl Marx have said to the question ‘Can China become rich?’. Or Friedman to the poser ‘Are banks doing too much?’. Together, she says, these sages have guided us through a period of growing prosperity, stretching from the Industrial Revolution to the digital age. And she ponders: “Perhaps their insights can help guide our economic future, too.”

For an antidote to the usual tomes on coming out on top, daring to win, etc, The Moneyless Man: A Year of Freeconomic Living by Mark Boyle (Oneworld, £9.99) is well worth a spin. This is actually a re-issue of the account by former businessman Boyle of his attempt to spend 12 months without money. There’s a lot about eating what’s in season, solar panels, skill-swapping schemes, cuttlefish toothpaste and compost toilets. It’s a story of survival in which the author develops ingenious ways to eliminate bills and live for free. And according to the publishers, The Moneyless Man “will inspire you to ask what really matters in life”.

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All prices are publishers’ official prices, except where stated.

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The Knowledge

In numbers: Financial exports PODCASTS

52%

The percentage of the UK’s financial and related professional services exports originating from London in 2017. Source: TheCityUK, Exporting from across Britain

£50bn

Character Count What would a podcast from Twitter be like – 140 characters long, succinct and laden with hashtags? The social media company has dipped its toe in the podcasting waters for the first time with a series aimed at advertisers, helping them to build their brands on its platform. And each episode is 25 to 30 minutes long. This is a fairly well-established format for business podcasts, in which a presenter talks to different companies, presenting their stories as something like case studies. In this instance, the presenter is one of Twitter’s own marketers, Joe Wadlington, and the companies featured include Monterey Bay Aquarium, Dropbox and publisher Simon & Schuster. wondery.com/shows/business-wars

The value of London’s financial and related service exports in 2017. Source: TheCityUK, Exporting from across Britain

Financial exports as a percentage of all services exports from London. Source: TheCityUK, based on ONS data

Audio Long Reads The artworld is not quite like any other business. The value of its assets is largely subjective, and its transactions are shrouded in secrecy. How those assets move around the world, arriving on the walls of public museums and institutions, is the subject of How to move a masterpiece: the secret business of shipping priceless artworks, from The Guardian’s Audio Long Reads. Writer Andrew Dickson talks to top curators to learn about the protracted negotiations before art goes on holiday; the battles over conservation; the UK government providing insurance; first-class travel of up to £60,000; and many nervous moments. tinyurl.com/y2r743r3

41% 3

The number of UK regions where financial and related professional services account for a higher share of service exports than in London. The regions are Wales, West Midlands, and Yorkshire and the Humber. Source: HM Revenue & Customs, Office for National Statistics and TheCityUK calculations

HBR Presents The Harvard Business Review is the latest august institution to get in on the act. Its HBR Presents channel is a network of business podcasts curated by HBR editors on topics ranging from the impact of artificial intelligence to iconic business school case studies. Women at Work is a thread featuring conversations about women’s place in the workplace; Dear HBR offers agony aunt advice on workplace dilemmas; and FOMO Sapiens is about leaders overcoming Fear Of Missing Out to choose what they want in work and life. hbr.org/podcasts#presents

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The value of the UK’s trade surplus in financial services – nearly the same as the combined surpluses of the next three leading countries (US, Switzerland and Luxembourg).

$88bn

Source: TheCityUK, Key facts about the UK as an international financial centre 2018

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THE KNOWLEDGE

How to…

…navigate the changing face of the City What’s changed? In case you hadn’t noticed, the City looks a very different place today compared with even a decade ago. There are few pinstripes and, 30 years after the Big Bang, barrow boys are not what they were. Today’s City of London is a more vibrant, diverse and interesting environment than it was.

Forget the old boys’ network Diversity and inclusion are the new rallying calls, with the might of the City institutions behind them. Notwithstanding the gender pay gap, sexist banter and bullying are no longer acceptable in polite company. The Lord Mayor’s Appeal runs an annual campaign – An Inclusive City – in an attempt to dispel the white alpha male culture. And Dame Helena Morrissey, Head of Personal Investing at L&G, is among those championing the cause of greater diversity, arguing that “everything really does have to change ... for the future success of the industry, not just to be nice”.

Ethical funds are channelling the zeitgeist, and the City is doing its best to clean up its own act

Wellbeing is a thing The stigma around mental health problems hasn’t disappeared, but at least people are talking about it. The City Mental Health Alliance has done a lot to promote more progressive policies in the Square Mile and numerous leaders have acknowledged their own issues – for example, via the Inside Out website. Stress, anxiety and depression are more widely acknowledged, and many City employers now offer mindfulness and yoga sessions, as well as mental health first aiders. Lycra alert Physical exercise in the City previously consisted of sinking pints and jostling to get a sweaty place on the Waterloo & City Line. Today, shops such

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as The Running Works, Runners Need and Sweatshop are dotted all over EC1 and EC2. And if you hear someone going on about their 10k, they’re not moaning about their bonus. Beware of being trampled underfoot by that skinny dude sprinting towards you along Throgmorton Street.

Green is the new grey Ethical funds are channelling the zeitgeist, and the City is doing its best to clean up its own act. The City of London Corporation (CLC) has promised to make pedestrians a priority, to bring in a 15mph speed limit and to champion a Zero Emission Zone. As Chris Hayward, CLC’s Planning and Transportation Chairman, says: “We know that the way the vast majority of people get to the City is different to elsewhere across the world, with 93% of commuters arriving by public transport, walking or cycling.” The Corporation has also launched a Plastic Free City campaign, with a focus on coffee cups, bottles and straws – too many of which get tossed in the Thames. Edifice complex is on the march 2019 has been dubbed ‘the year of the tall building’ and nowhere will that be more apparent than in London’s financial district. When it completes this year, 22 Bishopsgate will become the City’s tallest office building; three towers of 50-plus storeys are to be built at Canary Wharf; and by 2025 there’ll be the 73-storey 1 Undershaft and 305m-high viewing platform the Tulip next to the Gherkin. No wonder City workers are expected to reach for the sky.

Prepare to hot desk Co-working space providers such as WeWork, Regus and Club Workspace have been moving in on the

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The Knowledge

Business leaders on making it to the top

City, alongside tech incubators and shared buildings; flexibility is all the rage. That reflects the changing make-up of City companies. An extra 1,200 start-ups a year started calling the City of London home in the six years to 2016, according to the CLC, with the total number of businesses housed in the Square Mile soaring by 41%.

Undo those buttons If there’s one tangible sign of the changing face of the City, it’s more relaxed dress codes. ‘Smart casual’ is the new orthodoxy at many City companies, which for men can encompass everything from chinos to shorts during a summer heatwave. Wolf of Wall Street braces are definitely out. And women are dressing down, often in a less masculine way; those power shoulder pads are so yesterday, while trainers and a dress make a more edgy combination.

Think the unthinkable The City has become just a teeny bit (dare we say it) cool. The Ned, with its rooftop pool, is the ultimate private members club, and restaurants such as City Social make the area a high-profile dining destination. Meanwhile, Sculpture in the City and The Other Art Fair events show each year how well the Square Mile can do art. Even hipsters running fintech businesses or cryptocurrency positions have been known to venture out from Shoreditch. There’s a lot of money to be made, but it doesn’t have to be boring.

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Getting ahead Karen Jones, Editor and CEO, Citywealth When you started out, did you have a clear idea of your aim? No, but my parents had regular ‘chats’ with me to get me ‘somewhere’. My mother was quite dreamy and said: “Be an artist” (and still does 30 years on), but my father micro-managed plans to get me into the City. Fate and luck intervened and I was swept into Rupert Murdoch’s News International empire, then based in Wapping, under my own steam.

What’s the best piece of career advice you’ve been given? My father said: “Don’t burn bridges with people, because you may need their help again in future.” This isn’t always possible; people often drift out of your life. An updated version is: look for business chemistry with work colleagues – it creates a flow of communication and long-lasting work/friend relationships, which means that naturally you don’t fall out.

What’s the key to becoming a successful entrepreneur? Generally, doing the worst jobs first. Second, realise the buck stops with you. Delegation might be the only way to grow, but it doesn’t absolve the boss of checking work is on track. The first years as an entrepreneur can be bleak – working round the clock, achieving half your expected sales, general lack of interest in your products – so stamina is essential. I keep mine by planning lots of non-work activities – art history summer schools and long trips to China or Miami to rest and spark ideas. Travelling, for me, is a must for understanding how ideas and trends are developing in other countries and bringing them back to the UK.

What did you learn from your career break in Nicaragua? My eureka moment was the comparison of life in Nicaragua and the UK. I understood how privileged we are in terms of the basics: hot water, access to medicine, secure and clean homes. It spoke to me and I lost my fear of failure, stopped worrying about what could go wrong. Failure in the UK felt drastically better than normal life elsewhere.

What advice do you have for women who want to get ahead? Having connected parents is a definite head start, so plumb those depths if they are available. Get a challenging male or female mentor and make sure you organise meet-ups at least once a quarter; give back to them and make it a pleasant meeting. Also, report back to them on the advice you’ve used. Like running a business, it takes a lot more work than it looks to be successful as a woman. Get some publicity help to build your profile and put yourself into awards. I also believe work is a marathon, not a sprint, so women should build in time to ‘enjoy’ work once a day or week.

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THE KNOWLEDGE

GURU

WATCH

Lord Jim O’Neill

read the currency markets, successfully predicting rises for both the yen and the euro. In 2010, post-financial crisis, he was given the opportunity to bring his perspective of global markets to bear on some $800bn of assets, before retiring in 2013 from Goldman Sachs at the age of 56. He then went on to serve in an unpaid UK Treasury role in David Cameron’s government and, drawing on his ties with e’s most famous for coming up with the country grouping Manchester, where he grew up, became a strong advocate for the acronym BRICs – the collective name for Brazil, Russia, Northern Powerhouse idea. He resigned in 2016, when incoming India and China – but Jim O’Neill, aka Baron O’Neill PM Theresa May’s enthusiasm for this seemed to be flagging. of Gatley, has had his finger in more pies than most O’Neill has been involved in another significant assignment economists have had hot dinners. – a brief he was given by David Cameron to investigate O’Neill coined the term BRICs in 2001, when he the global threat to the effectiveness of antibiotics. was Chief Global Economist of Goldman Sachs. That led to a book being published in 2018, O’Neill coined the It was in a paper entitled Building Better Global Superbugs: An Arms Race Against Bacteria, term BRICs in 2001 Economic BRICs and the significance was far which he wrote with two co-authors. when he was Chief greater than the name: it was the recognition Today, O’Neill comments regularly on the Global Economist that these advanced emerging countries – with global economy, chairs the thinktank Chatham 40% of the world’s population and 25% of its House, and is a regular contributor to commentary of Goldman Sachs land mass – were set to become a dominant site Project Syndicate, alongside Nobel laureates and force across the global economy. other members of the global elite. Lately, he’s decried In fact, as O’Neill was later willing to acknowledge, Trump’s trade war on China, while predicting that Japan only two of the four, China and India, have lived up could soon emerge at the top of the G7 economies. to expectations so far. Nevertheless, the thinking was highly Finally, O’Neill is also closely linked with Manchester United, influential and led to a rush to identify other powerful groups of both as a fan and in relation to a possible takeover one day. Few emerging economies, such as the Next Eleven. people could be better equipped to pursue a policy of global At Goldman Sachs, O’Neill was also renowned for his ability to domination on the soccer field.

modern monetary theory MMT stands for Modern Monetary Theory. It’s said to be all the rage among progressive bankers and has leftie fans on both sides of the Atlantic, from former BBC Newsnight Economics Editor Paul Mason, to Democrat presidential candidate Bernie Saunders. What it espouses, in crude terms, is that governments with a sovereign currency – which clearly excludes anyone in the euro – can print as much money as they need to. They don’t have to borrow or tax to raise money for spending, they can just issue more money. And by the same approach, you can wipe out any deficit. If this sounds extraordinarily naïve, then critics say that’s exactly what it is. Printing more money will lead to runaway inflation, they say, and the first priority should be to balance the books. The MMT argument is that you can control inflation through the amount of money you decide to print – and spend – and that a balance deficit is actually necessary to stimulate the economy. If this all sounds too hard to get your head around, scornful critics have found an easy way to communicate what they think MMT stands for. Yes, it’s the magic money tree.

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Multislacking Wasting time on several screens simultaneously.

Bestshoring The process of identifying the best location to move your manufacturing or other operations to.

BUZZWORDS…

JARGON BUSTER:

ALSO NEW IN THE WORLD OF

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The Knowledge

Top tech Six of the best wellbeing apps JACK DORSEY, FOUNDER OF TWITTER, HAS REVEALED HIS OWN UNIQUE APPROACH TO PERSONAL WELLBEING. IT INVOLVES ICE-COLD BATHS, SAUNAS, EATING ONE MEAL A DAY AND REGULAR MINDFULNESS RETREATS WHERE HE GETS AWAY FROM ALL TECHNOLOGY. IF THAT ALL SOUNDS TOO ONEROUS, THERE’S A GOOD CHOICE OF APPS THAT CAN HELP YOU TO MANAGE YOUR OWN WELLBEING AT WORK AND BEYOND 1. HEADSPACE is a UK-American company

4. MY POSSIBLE SELF is an app focusing on

founded by Andy Puddicombe, a former Tibetan Buddhist monk, which specialises in meditation. It began as an events company in 2010 and developed an app, which was launched in 2012. Subscribers can access a large library of guided meditation content, including quirky graphics and Puddicombe’s soothing voiceover, and graduate through different stages of mindfulness. The company says you can learn to meditate in just a few minutes a day. Headspace has been used in a number of clinical trials and research projects, in one case funded by the British Heart Foundation. Subscription prices start at £5.99 a month. headspace.com

mental health, with endorsement from the NHS. It allows you to rate your mood using an intuitive mood tracking and insights interface. You can choose from a selection of interactive learning modules – ranging from cognitive behavioural therapy to positive psychology, designed to help navigate your way through life – and create ‘moments’ that privately express your daily thoughts, feelings and experiences. A monthly subscription starts at £5.99. mypossibleself.com

2. BUDDHIFY also focuses on meditation and mindfulness. You can download the app for a oneoff fee of £4.99 or become a member, which gives access to deeper features and helps support the company, with an annual fee of £25. According to Buddhify, the app focuses on ‘on-the-go meditation, which you can do wherever you are and whatever you’re doing’. So you don’t need to put aside dedicated time during the day. The interface is a wheel of options, such as ‘work break’, ‘can’t sleep’, ‘waking up’, and so on. buddhify.com

3. STOP, BREATHE & THINK (SBT) has a particular angle: it analyses your current mood by questioning you; it then recommends short activities and guided meditations that are tuned to your emotions. You can download it for free with access to more than 20 activities; or unlock premium content with a subscription starting at $5.83 a month. Of particular interest to those in the workplace is that SBT can integrate with applications such as Slack to facilitate group or team meditations. stopbreathethink.com

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5. SLEEP CYCLE – as the name suggests – is all about sleep. The app uses your smartphone’s microphone to detect your movements and analyse the pattern of your sleep. It wakes you up gently, detecting when you are in a light phase of sleep, and monitors the overall quality of your sleep. You can input specific information – such as having a hot drink or a bath before you go to bed – so you can find out what helps to improve your sleep. The app is free, with premium upgrades at £24.99 per year. sleepcycle.com 6. COVE is an app with an interesting twist. It helps you to express your feelings through creating music that’s stored in a personal music journal. Users create small loops of music using the app’s interface; they can pick a general ‘mood’ and then arrange notes and chords to create a short composition, choosing instruments and effects to suit their mood. It was originally developed – with NHS funding – for teenagers suffering from bereavement or depression, who were struggling to express themselves, but it’s now being used much more widely. And it’s free. cove-app.com

WHAT’S

HOT PUSHFOR This app is designed for sending documents or messages that will self-destruct, Mission Impossible style. The pushed content is never actually sent – it remains at source – so whatever you show people can only be seen for a limited time before it disappears, and screen grabs are disabled. Ideal for briefing your team with confidential information. £20 a month, pushfor.com

SPIREHEALTH These tags are the latest concept in wearable technology. Made by a San Franciscobased company, these tags clip on to your clothes and record a whole range of health data – heartbeats, steps, workouts – as you go through the day. They can even go through the washing machine. And you don’t have to remember to put on your wristband before you leave the home. $129 for a three-pack, spirehealth.com

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Directory To advertise in the directory in print or online contact Carl Methven on + 44 (0)1534 615886 or carl.methven@blglobal.co.uk

Appleby is one of the world’s largest providers of offshore legal advice and services. Uniquely positioned in the key offshore jurisdictions of Bermuda, BVI, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius and the Seychelles, as well as the international financial centres of Hong Kong and Shanghai. We are also the only firm to have offices in all three British Crown Dependencies. Our services include: l Corporate l Dispute Resolution l Private Client & Trusts l Property

Ashburton Investments is an investment manager offering discretionary portfolio, multi-asset and specialist fund solutions to international private and corporate clients including family offices, trustees and wealth managers.

Independent and Professional

While the rest of the industry may have had to come to terms with how the global financial crisis changed the world for their clients, we have simply carried on doing what we have always done – delivering risk adjusted returns through all market conditions.

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Multi Asset is not the latest investment trend to us. It has been the cornerstone of our business since inception, supported by our experienced and longstanding equity specialists. For more than 35 years, we have invested in what makes sense. Our product set and approach to investments has evolved over time to suit ever changing market conditions but the underlying constant is that we understand our clients need to effectively manage risk and we put them at the centre of our thinking.

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Globally, Ashburton Investments has over £9.1bn under management as at April 2018 with offices in the Channel Islands, United Kingdom and South Africa.

Members of the Jersey and Guernsey offices regularly advise London City and international law firms on all legal aspects of offshore corporate, finance and investment fund transactions and arrangements in the Channel Islands.

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We offer a full range of management and fiduciary services to our domestic and international private clients and corporate structure: l Wealth management - your strategy l Trustee - impartiality with vision

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We aim to assist in the provision of personal service to meet your requirements. Ask us. Being vigilant and proactive in the face of a fast changing legal, economic and fiscal landscape. We can provide the focus to your solution. Try us. Our team has many years of experience dealing with a wide range of clients in different countries. We look to provide good corporate governance to achieve your aim. Contact us: Wendy Warder – Associate Director wwarder@baccata.co.je Lisette Le Creurer – Associate Director llecreurer@baccata.co.je Justin Clapham – Client Director jclapham@baccata.co.je Áine O’Reilly – Client Director aoreilly@baccata.co.je Tim Cartwright – Consultant tcartwright@baccata.co.je www.baccata.co.je Tel: 00 44 1534 870670 Regulated by the Jersey Financial Services Commission

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We are a highly regarded offshore law firm with expertise in BVI, Cayman Islands, Guernsey and Jersey law and with additional offices in London and Singapore. We give bespoke legal advice to corporate and private clients, financial institutions and intermediaries worldwide on a vast range of matters, from the straightforward to the most complex. We are regularly engaged by some of the largest onshore and offshore law firms to advise on the aspects of law in the jurisdictions we specialise in. We combine the speed and agility of a boutique law firm with the excellence and quality of a City firm. Our talented lawyers are recognised for their outstanding work and delivering on our clients’ expectations – be that a fast response, commercial acumen, personal service or intellectual rigour. We have quality people doing quality work. As one of the longest-established offshore law firms, we have built up an exceptional track record for being proactive and solutionfocused, always putting our clients front and centre. Contact: Rebecca Stannard Head of Business Development & Marketing Rebecca.stannard@bedellcristin.com +44 (0)1534 814856 www.bedellcristin.com

Carey Olsen is a leading offshore law firm. We advise on Bermuda, British Virgin Islands, Cayman Islands, Guernsey and Jersey law across a global network of nine international offices. We are a full service law firm working across banking and finance, corporate and M&A, investment funds and private equity, trusts and private wealth, dispute resolution, insolvency and property law. Our clients include global financial institutions, investment funds, private equity houses, multinational corporations, public organisations, sovereign wealth funds, high net worth individuals, family offices, directors, trustees and private clients. We work alongside all of the major onshore law firms, accountancy firms and insolvency practitioners on corporate transactions and matters involving our jurisdictions. Our advice is delivered by an approachable and experienced team of globally-minded lawyers who work in partnership with our clients to help them achieve their objectives. We have the expertise and resources to handle the most complex international transactions combined with a personal approach to business. Contact: guernsey@careyolsen.com T +44 (0)1481 727272 jerseyco@careyolsen.com T +44 (0)1534 888900 www.careyolsen.com

Deloitte LLP provides audit, tax, consulting and financial advisory services, bringing worldclass capabilities and high-quality services to clients. The company has the broadest and deepest range of skills of any business advisory organisation - it’s what we do that makes the difference. Deloitte employs 160 professionals in Jersey and Guernsey and is part of Deloitte North West Europe (NWE). The impact we make unites over 15,000 of us across the United Kingdom and inspires us to lead the professional services industry. We work to provide trust and confidence in capital markets, support inclusive growth and competitiveness, and build skills and develop future leaders. As part of Deloitte NWE, we advise and deliver for the public sector as well as global and local businesses across every industry. The NWE firm brings together nine countries and over 30,000 talented people, giving us a breadth and depth of expertise to solve organisations’ most complex challenges and make an impact that matters for our clients, our people and society. For further information please do not hesitate to contact: John Clacy Partner, Guernsey D: +44 1481 703 210 jclacy@deloitte.co.uk Helen Gale Partner, Jersey D: +44 1534 82 4358 hgale@deloitte.co.uk www.deloitte.co.uk

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