IFG International Division - English

IFG International Limited - 20th Anniversary - Isle of Man

17/02/2010 13:25:00

New Product Sheet - EFRBS Trustees

09/03/2010 09:26:01

Background

IFG Group PLC is a financial services business listed on the Dublin and London Stock Exchanges, with a number of institutional and private shareholders.

The international division of IFG Group Plc provides specialist trust and company management and administration services to a broad range of national and international financial institutions, corporates and high net worth individuals. These services are delivered by our team of 450 people across eight jurisdictions who manage and administer over 6,500 client structures holding assets in excess of EUR 50 billion.

A significant part of the business of the international division is the provision of bespoke employee benefits solutions including Employee Benefit Trusts (EBTs), Employer Financed Retirement Benefit Schemes (EFRBS) and Share Schemes.

Choosing an EFRBS Trustee

The increase in the volume of legislation, regulation and economic pressures in recent years has amplified the workload and responsibilities of trustees.

EFRBS are a specific type of unregistered pension arrangement which offers a wide choice of assets in which to invest and complete flexibility in how members plan for retirement. In addition the arrangements have compelling potential for tax planning.

Our EFRBS trustee solutions are tailored for each client. We are able to compile a range of agreed standard or open architecture investment propositions on a scheme by scheme basis.

From a corporate governance perspective, the corporate sponsor of an EFRBS must appoint trustees that have expertise in the management of such arrangements, that add value to the performance of the scheme and live up to member expectations.

The choice of trustee is of overwhelming importance to the running of the scheme on two levels. It is the trustee who is responsible for ensuring:

that effect is given to the beneficial terms of the scheme; and

the proper investment of contributions received and that, in particular, that the scheme strikes a balance between the interests of all the members.

In partnership with corporate sponsors and their advisors we compile solutions that best suit the scheme design, from establishing schemes that provide online administration platforms that can securely be accessed by members and the corporate sponsor to bespoke arrangements that adopt complex investment strategies.

How can IFG help?

IFG’s trustee services combine experience and understanding of clients’ needs, which allows us to construct innovative and bespoke services. We take our fiduciary responsibilities extremely seriously and, in particular, we recognise that one of the trustee’s key roles is to ensure that the investment of the scheme’s assets is managed within a risk and return controlled portfolio.

We understand that clients’ overriding expectation is the delivery of investment performance. Given the increasing complexity and range of investment solutions available, the trustee regularly monitors and appraises the investment performance of each scheme. The process typically involves the results of periodic performance updates and risk assessments being presented to the trustee and due consideration given to the portfolios’ performance versus benchmark, peer group, asset allocation bands and risk comparisons.

In cases where investment performance falls below reasonable expectation, a systematic escalation procedure is operated to examine trends rather than single time periods. This ensures that the trustee benefits by seeing the performance of the portfolio placed into context over time.

Through understanding the dynamics of portfolio performance and adopting a highly pro-active approach to the ongoing monitoring of performance, the trustee is able to protect the best interests of scheme members.

Our fee structures recognise:

the role and responsibilities undertaken by the board of the corporate trustee and the time required in fulfilling their responsibilities; and

the scheme’s administration and record keeping, which will vary subject to the chosen investment solution.

Summary

As part of a quoted PLC with substantial expertise and years of experience of acting as corporate trustee, we are entirely free of conflicts of interest unlike many of our competitors who are owned by financial institutions that are driven to increase assets under management rather than focused on the provision of trustee services as the core business.

Our philosophy is to maintain the highest professional standards and to deliver a high calibre service without distinguishing between large and small clients.

Despite the fact that EFRBS are relatively new, IFG Trust (Jersey) has already been appointed to act as trustee of a number of EFRBS.

IFG does not provide taxation, legal or investment advice. The information and expression of opinion expressed in this briefing note are not intended to be a comprehensive study or to provide taxation or legal advice. Specific advice concerning individual situations should be taken and IFG can provide introductions to advisers who specialise in this area.

New Product Sheet - Property Investment through the Isle of Man

25/03/2010 11:04:19

The Isle of Man can offer clients an efficient and cost effective route to the establishment and operation of tax efficient property holding structures. Property holding structures can vary from the simple single shareholder Isle of Man Company acting as a special purpose vehicle to more complex collective investment schemes structured as Limited Partnerships, Property Unit Trusts, AIM listed companies and Open Ended Companies. The benefits of using Isle of Man companies and partnerships for property funds and structures include:

no need to obtain time consuming and costly prior local regulatory approval for the establishment of closed-ended investment companies, or for open-ended property funds that are to be offered to fewer than 50 investors and that will not be the subject of a public offering;

as the Isle of Man has its own VAT office, it is possible for Isle of Man property holding vehicles to complete VAT registration within seven days and for Isle of Man entities to VAT group with other Isle of Man entities, UK companies or Channel Islands’ companies and obtain Transfer of Going Concern rulings within such expedited time frames;

a zero per cent tax rate and no capital gains tax or inheritance tax in certain circumstances;

the fact that English law advisers are comfortable dealing with Isle of Man companies, trusts and partnerships, and global capital markets accept Isle of Man entities as listing vehicles, because the Island’s law (including its new flexible and modern company law) is very similar to English law;

no Stamp Duty is payable on Isle of Man share transfers and possibilities may arise to mitigate Stamp Duty Land Tax (“SDLT”) on purchase;

the Island is a leading listings jurisdiction for international companies admitted to trade on AIM and other markets;

the ability of an Isle of Man company to have its shares denominated in any currency;

knowledgeable and expert professional advisers on the Island (lawyers, accountants and bankers) who are able to service the needs of sophisticated investment entities and financial institutions. Where necessary, we are in touch with external tax professionals that can advise on all aspects of tax including Income tax, Capital Gains Tax, Inheritance tax and the implementation of SDLT mitigation schemes if appropriate to the circumstances.

How can IFG Help

IFG holds all requisite licences and has significant experience in assisting clients to select the right vehicle to suit their requirements. We can deal with the establishment of the relevant vehicles including VAT registration, registration under the Non Resident Landlord Scheme together with all ongoing administration. Furthermore we are in touch with external tax professionals that can advise on all aspects of tax including Income tax, Capital Gains Tax, Inheritance tax and the implementation of SDLT mitigation schemes if appropriate to the circumstances.

New Product Sheet - Tax Exemption for Start Up Companies in Ireland

31/03/2010 17:19:33

Background

A corporation tax exemption was previously announced in the 2009 Budget in respect of new start up companies.

The 2010 Financial Bill confirms that start up companies which commenced to trade in 2010 will be exempt from corporation tax and capital gains tax in each of the first three years. This exemption will apply to the extent that the entities tax liability for each of the three years does not exceed €40,000.

Benefits

Very broadly, new companies that have commenced to trade in 2009/2010 are exempt from corporation tax and capital gains tax until 2011/2012 provided that their tax liability in the year does not exceed €40,000. This represents the potential to shelter taxable profits of €320,000 per year or €960,000 over the three year period.

There is also a form of marginal relief where the tax liability in the year is between €40,000 and €60,000.

The relief applies to tax arising on trading profits, including capital gains tax arising on the disposal of assets used in the trade. The relief applies for three years from the date that the company commences to trade, so that it will expire in either 2011 or 2012 depending on when the company commenced trading.

When calculating the relief available the first step is to ensure the total corporation tax payable is under €40,000. It is important to note that total corporation tax includes corporation tax on investment income or close company surcharges, that is, tax that cannot be relieved under the new provisions.

Anti-avoidance Provisions

If a trade previously carried on by the owner of the business is transferred into the company, this trade will not qualify for start up company relief. Only the portion of the corporation tax relating to the new trade will qualify for the relief.

A further anti avoidance provision to consider is where a company realises that the corporation tax liability for the year will exceed €40,000 and consequently transfers a portion of the trade to another company. The result of this situation is that neither the original company carrying on the trade nor the company the trade was transferred into will qualify for the relief under Section 486C TCA 1997.

How can IFG Help?

IFG has substantial experience in the establishment and ongoing management of Irish companies, including the fulfilment of key roles of commercial and financial management.

Summary

This exemption represents a significant opportunity for start-up ventures in a well regarded EU location with the benefit of a strong network of double tax treaties.

IFG does not provide taxation or legal advice. The information and expression of opinion expressed in this briefing note are not intended to be a comprehensive study or to provide taxation or legal advice. Specific advice concerning individual situations should be taken and IFG can provide introductions to advisers who specialise in this area.

IFG expands Specialist Fund Administration Team

20/04/2010 17:10:06

IFG Fund Administration has strengthened its team which targets the alternative investment industry, as it seeks to grow its business.

Colin Stott has recently been appointed as Manager, Business Development with primary responsibility to develop the business in London, the Channel Islands, Isle of Man and Continental Europe.

Colin has worked in financial services for over 20 years, the last 14 of which were with Bank of Bermuda / HSBC Securities Services.

Commenting on the appointment he said: ‘This is a very exciting opportunity, joining IFG Fund Administration at a time when it seeks to build on the first-class operational and technology platforms that it has in place.

IFG is fully committed to the provision of services to the alternative fund management industry, and its expansion is a clear demonstration of its long-term investment.’

Al Patterson has also been appointed as the Director responsible for the Investor Services and Transfer Agency team. Al joined in January 2010 after spending 18 years with Bank of Bermuda / HSBC Securities Services based in Bermuda, Grand Cayman and the Isle of Man.

In addition, Paul Connolly and Jenny Gordon have joined as Managers of Corporate Secretarial and Compliance, respectively. Paul previously spent seven years in a similar role with Credit Suisse Fund Administration in Guernsey, and is an Associate of the Institute of Chartered Secretaries and Administrators and a Member of the International Compliance Association. Jenny joined in mid-March after almost three years in a senior compliance role with HSBC Securities Services. Prior to that Jenny was at the Isle of Man Financial Supervision Commission as a Manager in the Supervision area of the Collective Investment Schemes team.

Managing Director, Marie du Feu commented ‘The appointment of these four experienced fund professionals reflects our commitment to providing a high quality service to our existing and potential clients.’

Team Member - Rodney O'Rourke - Director, Financial Services

24/06/2010 17:17:25

Director, Financial Services
Rodney holds a Law Degree from University College Cork and was admitted to the Roll of Solicitors in Ireland in 2006. Rodney has previously worked in the corporate banking and finance law arenas in Dublin, and also in the financial services group of a Big 4 accountancy firm, in both London and Dublin.
During his time working with a leading Irish law firm, Rodney worked within the Capital Markets Group and advised domestic clients and international investment banks on numerous structured finance and securitisation transactions of differing asset classes involving a range of Irish and International originators, trustees, administrators and issuers.
Rodney brings a wealth of financial and legal experience to his new role of Director of Financial Services with IFG Managed Services Limited and is ideally suited to leading the Company’s continued expansion into the domestic and international financial services sector.

Team Member - Joanne Burchell - Manager - Client Services

15/07/2010 15:51:13

Manager - Client Services
Joanne heads up a team of experienced client administrators who look after a diverse portfolio of private wealth entities, specialising in wealth preservation and the implementation of a variety of tax advised structures, including trusts, foundations and various corporate structures.

Joanne holds a Diploma in Offshore Finance and Administration from the Institute of Chartered Secretaries and Administrators and a BA (Honours) Degree from the University of Central Lancashire.

Team Member - Paula MacCarthy - Manager – Client Services

15/07/2010 15:53:07

Manager – Client Services
In her role with IFG, Paula is responsible for a team of administrators, all with corporate portfolios under administration including a number of collective investment schemes. Paula has a wide-ranging knowledge of corporate structures and has been involved in the establishment and administration of various structures including unregulated and expert funds, unit trusts and protected cell companies.

Paula holds a Bachelor of Civil Law Degree (BCL) and LLM Masters from University College Cork. She was also awarded the Diploma in Offshore Finance and Administration from the Institute of Chartered Secretaries and Administrators.

New Product Sheet - Foundations in Jersey I - General Guide

06/09/2010 11:32:02

Background

The draft Foundations (Jersey) Law (“the law”) was approved by the Island’s parliament on 22 October 2008 and became law in Summer 2009.

This is a “first” for a common law jurisdiction such as Jersey to introduce what is in essence a civil law concept. The law is important for the private wealth management industry in Jersey in that it opens up new opportunities with clients in geographical locations where the trust concept is not well known or understood. It is also important for general commercial transactions such as orphaned special purpose vehicles.

What is a Jersey Foundation?

A Jersey Foundation is in essence a hybrid of a trust and a company. Like a company, it is a body corporate (but without shareholders) and will act through its council, which will be the body charged with the administration of the foundation’s assets and the attainment of its objects. It is akin to a trust in that a foundation must have one or more objects which may be a purpose (charitable or non-charitable) and/or be for the benefit of one or more beneficiaries.

A Jersey foundation is therefore capable of exercising all the functions of an unincorporated body, save that it is not directly able to hold Jersey immovable property nor engage in commercial trading activities unless such activities are incidental to the attainment of its objects.

Every Jersey Foundation is obliged to have a “qualified member” which must be a person licensed to act as a council member of foundations under the relevant provisions applying to trust company business pursuant to the Financial Services (Jersey) Law 1998 (“the 1998 law).

Moreover, every Foundation is required to have a guardian to oversee the carrying out of the functions of the council. This is to ensure that there is always a person who can call the council to account. The guardian is not required to be a licensed person.

Incorporation

The person who calls for the foundation to be incorporated is known as the "founder" who may be (but does not have to be) a council member and/or a beneficiary under the foundation.

However, only a person who is licensed under the 1998 law can apply for the incorporation of a foundation.

The application for incorporation should be accompanied by a copy of the proposed charter of the foundation (but none of the regulations), together with a certificate signed by the applicant. This certificate identifies the initial qualified member of the council and gives the business address in Jersey of that person. The certificate must also confirm that (i) regulations for the foundation are held by the applicant which have been approved by the founder and the first qualified member of the council, and (ii) a guardian has been selected for the foundation.

The Charter

The Charter will be filed with the Registrar and will be available for public inspection at the Registry. It is a mandatory requirement of the law that a foundation shall have a valid charter at all times.

The charter must contain the following:

the name of the foundation (which must end with the word "Foundation" or its equivalent in a different language);
the lawful object(s) of the foundation. These must be lawful and can be charitable or non-charitable or both. If the objects are to benefit a person or class of persons, it will be sufficient for the charter to state that such person or class is to be determined in accordance with provisions found in the regulations;
information regarding winding up, dissolution and the term of the foundation; and
details of the initial endowment (if there is one) and if appropriate a statement that it may be endowed further.

The charter may state:

the name(s) of the members of the first council members;
any provisions regarding the amendment of the charter; and
anything which must or may appear in the regulations

As can be seen from the above, there is considerable flexibility as to the contents of both the charter and the regulations.

The Regulations

Every foundation must have regulations, unless all of its governing provisions are contained in its charter. The regulations will not be filed with the Registrar and accordingly will not be available for public inspection.

The Law provides that regulations of a foundation must:

establish a council;
provide for the retirement, appointment, removal and remuneration of council members;
set out how decisions are to be made by the council;
set out what decisions (if any) need approval from a separate person and the identity of that person;
include provisions relating to the appointment of a guardian; and
include provisions relating to the retirement, appointment and remuneration of the guardian.

As with the charter, the regulations will be able to contain any other matters beyond those which are prescribed by the Law.

The Founder

The founder is defined as the person who instructs the qualified member to apply for the incorporation of a foundation, together with any person who subsequently becomes a founder under Article 19 of the law. The latter article provides that the endowment of a foundation by a person does not make that person a founder or confer founder’s rights upon that person unless the regulations stipulate otherwise. The founder is not therefore required to provide any endowment or financial contribution to a foundation, and the regulations need to provide for a person who does make such a contribution to be treated as a founder.

The founder can be given such rights (if any) as are provided by the charter and if permitted by the charter or regulations, those rights can be assigned to other persons. Where the current holder of such rights (including the founder) dies or ceases to exist, the rights will vest in the guardian unless the charter or regulations provide otherwise.

The Council

A foundation must have a council to administer the affairs of the foundation and to carry out its objects. The council must at all times include a member who is a qualified member. The qualified member who applied for the incorporation of the foundation automatically becomes the qualified member of the council on incorporation but a subsequent one can be appointed at a later date. Although the Council may include more than one qualified member it may not have more than one qualified member at any one time. Any removal or retirement of the qualified member will not be effective unless and until the appointment of a replacement qualified member has taken place. Every qualified member must inform the Jersey Financial Services Commission of its appointment and, on an ongoing basis, its business address in Jersey.

The council members are required to act honestly and in good faith with a view to the best interests of the foundation, and to exercise the care, diligence and skill of reasonably prudent persons in similar circumstances. It is not possible for the charter or regulations to relieve the members of the council from liability for fraud, wilful misconduct or gross negligence.

One of the unique features of a foundation is that it and any persons appointed under the regulations do not owe any form of fiduciary duty to the beneficiaries. It is generally thought therefore that the courts will interpret and construe the provisions of the charter and regulations as if they were a form of contract.

The Beneficiaries

A foundation has beneficiaries to the extent that the foundation's objects provide a benefit to a person and/or class of persons. The Law expressly provides that a beneficiary under a foundation has no interest (whether legal or beneficial) in the foundation's assets or in the foundation itself. This provision effectively means that foundations are "ownerless" structures. However the Law does permit a beneficiary under a foundation to seek an order from the Royal Court ordering the foundation to provide a benefit but this right may only be exercised whenever a particular beneficiary has become entitled to receive a benefit under the foundation in accordance with the charter or regulations but the beneficiary has not received that benefit.

Furthermore and except as specifically required by the Law, a court order, or by its charter or regulations, a foundation is under no obligation to disclose any information relating to the administration of the foundation, the assets of the foundation or the way in which the foundation is carrying out its objects, to any person (whether or not a beneficiary). This is in marked contrast to a trust arrangement where ordinarily a trustee is under a statutory duty to produce documents relating to a forming part of the trusts accounts to a beneficiary on request.

The Guardian

All Jersey foundations are required to have a guardian, and the initial guardian will be identified in the regulations, which also provides for matters of succession and remuneration (if any).

The guardian's role is roughly equivalent to the role of an enforcer of a non charitable purpose trust in that it must take "such steps as are reasonable in all the circumstances to ensure that the foundation carries out its functions". Accordingly the Law envisages that the council will account to the guardian for the way in which the council has administered the foundation's assets and acted further to the foundation's objects.

The regulations of a foundation may give the guardian the power to approve or disapprove any specified actions of the council.

Administrative Matters

A foundation is obliged to include its name and business address on all written communications and to keep certain records (the charter, regulations (if any), register of council members, financial records and the names and addresses of those who have endowed the foundation) at the qualified member's business address. Documents may be served by leaving them at or posting them to the business address.

The foundation will be required to keep certain records at its business address, namely:-

A copy of the current charter and regulations
A register of the names and addresses of the members of its council
Records sufficient to show and explain its transactions
Records to disclose with reasonable accuracy its financial position
A record of the appointment of the guardian showing his/her name, address and the effective date of appointment
A register of the names and addresses of all the persons who have endowed the foundation.

There is an annual administration fee payable to the Registrar in respect of every foundation before the end of February.

The Registrar will supply (upon payment of a fee) a certificate of the incorporation and status of a foundation and a certified copy of its charter.

Judicial supervision

The Royal Court has been given extensive powers by the Law to ensure that a foundation complies with all and any requirements and obligations found in the Law, its charter or its regulations. Those powers include:

the power to order amendment of a charter or regulations;
the power to give directions;
the power to protect the interest of minors and unborn beneficiaries under a foundation; and
the power to dismiss and appoint a qualified member.

How can IFG help?

IFG has a significant presence in Jersey, and has already had substantial experience in administering private foundations incorporated in a number of other jurisdictions. This experience, together with a detailed understanding of the provisions of the Jersey Foundations Law (which does not in some ways replicate the foundation model in other jurisdictions) means that IFG is well positioned to assist clients with both the establishment and provision of ongoing services for such an arrangement.

Summary

The new Jersey Foundation appeals to high net worth private clients and corporates seeking an effective planning tool which offers flexibility and simplicity from both an establishment and ongoing administration perspective.

IFG does not provide taxation or legal advice. The information and expression of opinion expressed in this briefing note are not intended to be a comprehensive study or to provide taxation or legal advice. Specific active concerning individual situations should be taken and IFG can provide introductions to advisers who specialise in this area.

New Product Sheet - Foundations in Jersey II - Potential Uses

06/09/2010 11:43:06

Jersey Foundations became available in Jersey in 2009 alongside existing vehicles such as companies, trusts and limited partnerships.

The Foundation vehicle:

appeals to clients based in civil law territories where they are less familiar with the trust concept; and

is an effective financial planning tool for those clients who want to maintain more personal control of the assets.

Foundations have some of the attractions of a trust vehicle and some of the benefits of a company structure, including separate legal status.

THE KEY CHARACTERISTICS

The Founder

Is the person or corporate body specified as such by the Foundation’s Charter or Regulations? It is not necessarily the person providing the assets; an initial endowment is not essential.

Council – similar to a Company’s Board of Directors

Unlike a trust a Foundation is a distinct legal entity similar to a company, although it has no shareholders.

The Council is the body that administers the Foundation’s assets in accordance with the terms of the Charter and Regulations. At least one Council member must be registered under the Financial Services (Jersey) Law 1998 to conduct Foundation services business of this type (the “Qualified Member”).

Charter and Regulations

The foundation’s charter will be required to contain certain minimal information about the foundation and like a Company’s Memorandum and Articles of association will be a publicly available document.

The regulations however, will generally remain private unless, in the case of a foundation established for wholly charitable purposes, there is a desire to make the regulations available to the public.

Guardian

A Jersey Foundation must also have a Guardian. The main job of the Guardian is to oversee the work of the Council and to ensure that the Council carries out its functions.

It will be possible for a Founder or the Qualified Member to be both a Council Member and the Guardian.

Beneficiaries

Foundations are vehicles for holding assets, as such they must be established with one or more objects. The objects can be charitable, non-charitable or a mixture of both.

Permissible objects might include, benefiting a particular person or class of persons or carrying out a specific purpose or holding a particular asset.

If there are beneficiaries, those beneficiaries are not owed duties either by the Council or the Foundation itself. The protection for beneficiaries provided by the Jersey Law comes through the requirement for a Qualified Member and the role of the Guardian.

POTENTIAL USES

The holding of assets which are “wasting” or subject to volatility in value

In traditional trust structures, careful drafting of the trust instrument is often necessary where the purpose of the trust is to hold a single asset such as a business, artwork, an aeroplane or a boat. Given the trustee’s duty to diversify, act prudently, and in the best (financial) interests of the beneficiaries, trustees are often nervous about holding such assets. Foundations may become the preferred vehicle for such assets. It will be possible to establish a Foundation specifically to hold such an asset and the Council will not be subject to the same duties as trustees.

The Council’s duty (and ultimately the Guardian’s) will be to ensure the object of the Foundation (namely the holding of the asset) is achieved.

Discrete structures for high net worth clients

Currently where a family establishes a private trust company (“PTC”) to act as trustee to a number of trusts, the shares of the PTC will typically be owned by a non charitable purpose trust or by a company limited by guarantee. It will be possible for a Foundation to be the owner of the PTC shares.

Subject to the creation of a new exemption under the Financial Services (Jersey) Law 1998, it will also be possible for the Foundation to replace the PTC and to act as trustee of the underlying trusts.

Just as Foundations could be used to own PTC shares, the Foundation could be equally useful to own shares of any corporate protector or enforcer. The attraction of the PTC is that family members or family advisers are able to be directors of the PTC. Equally those individuals will be able to be Council Members of a Foundation.

A Foundation for Discretionary Distributions

Clients may want to incorporate the type of appointment and advancement provisions which are typically found in discretionary trusts into a Foundation. Accordingly, the Regulations would be drafted on the basis that the Foundation’s assets were to be held for the benefit of a class of beneficiaries, with the Council (or the Guardian or some other third party such as the Founder) having the power to select from within the class (or indeed to add to or exclude from the class) who and when benefits might be provided.

A Foundation for Charitable and Non-Charitable Purposes

In certain jurisdictions, it is common for high net worth clients to use Foundations for their charitable giving. Given that Foundations under Jersey law can be created for both charitable and non-charitable purposes (and the flexibility the Law allows in respect of the drafting of the Charter and Regulations), it is apparent that Jersey has the opportunity to market its Foundation to clients in a wide variety of jurisdictions.

Reservation of Powers

Frequently trust deeds will be drafted with an express reservation of powers in the hands of the settlor of the Trust (or a third party of his choice), the most common power to be reserved being that of investment. It will be possible for powers to be reserved to a Founder of a Foundation as well. Alternatively, powers can be reserved to the Guardian or indeed any other person depending on the Founder’s preference. The attraction to using a Foundation as opposed to a trust where the power to direct investments is to be reserved is that the overriding duty to monitor the performance of the investment to which a trustee is subject is not one to which the Council of a Foundation will be subject.

An Executive or Supervisory Role for the Guardian

As stated, each Foundation must have a Council containing a Qualified Member and a Guardian. The Guardian’s role is to ensure that the Council is carrying out the objects of the Foundation. However, it would be possible to limit the powers of the Council and to reserve to the Guardian the most significant powers. In this way, the Guardian would have an executive role. An attraction for potential clients is that the Founder (or his appointee) could be the Guardian. Alternatively, the Foundation can be structured in a way in which the family, through a corporate Guardian, would have a supervisory role only, whereby they can oversee the actions of the Council; this could be achieved by requiring the Council to obtain the Guardian’s consent before exercising a particular power.

IFG does not provide taxation or legal advice. The information and expression of opinion expressed in this briefing note are not intended to be a comprehensive study or to provide taxation or legal advice. Specific active concerning individual situations should be taken and IFG can provide introductions to advisers who specialise in this area.

Isle of Man accepted as an ‘Approved’ Jurisdiction by Hong Kong Stock Exchange (HKSE)

22/10/2010 15:35:24

The Isle of Man has just been accepted as an “approved jurisdiction” by the Stock Exchange of Hong Kong. From now on, Isle of Man companies incorporated under the Companies Acts 1931-2004 and the Companies Act 2006 will now be able to seek listings on this exchange.

In order to achieve this highly coveted status, the Isle of Man government, represented by leading local law firm Cains Advocates and Linklaters in Hong Kong, had to demonstrate the equivalence of its investor and shareholder protection standards to those available under Hong Kong company law, and fulfil the requisite of becoming a full signatory to the IOSCO Multilateral Memorandum of Understanding.

This important endorsement by the Hong Kong Stock Exchange not only adds to the Isle of Man’s international reputation as a high quality international business centre, but also further highlights the Island’s unique status and proven track record in Asia as a facilitator of the importation of manufactured goods from greater China into the EU.
Note: IFG International Limited - Isle of Man is part of the International Division of IFG Group Plc. The International Division has offices in Isle of Man, Jersey, Ireland, Switzerland, UK, Cyprus, Spain and the British Virgin Islands.

New Product Sheet - Types of Unclassified Jersey Investment Funds

05/11/2010 13:41:42

The establishment and operation of investment funds in Jersey is governed principally by two pieces of legislation, namely, the Control of Borrowing (Jersey) Law, 1947 as amended, (the “Borrowing Law”) and the Collective Investment Funds (Jersey) Law, 1988 as amended, (the “CIF Law”). Together the two statutes provide the framework for appropriate investor protection whilst retaining the flexibility to adapt quickly to changing market conditions.

Expert funds

The publication of the Expert Fund Guide by the JFSC on February 3, 2004 opened the door to establishing innovative schemes and hedge fund-type products aimed at sophisticated, high net worth, professional and institutional investors. There is no restriction on the number of investors in an Expert Fund and no requirement for the creation of a local management company linked to the fund’s promoter.

The authorisation of an Expert Fund requires a Jersey based monitoring fund functionary, in most cases the administrator, to take primary responsibility for self certifying that a proposed fund meets the structure and documentation criteria for an Expert Fund. This helps minimise the regulatory role of the Jersey Financial Services Commission (the “JFSC”) in the establishment of the fund. The functionary also certifies that appropriate disclosures have been made in the fund’s documentation, particularly in respect of the offering document’s disclosures of investment and borrowing strategies.

An application for establishment of an Expert Fund must be lodged with the JFSC, completed by the regulated Jersey functionary and countersigned by the directors of the fund, the general partner or trustee. If the fund meets the Expert Fund guidelines and all regulatory checks are satisfied, the appropriate consents and certificates will be issued by the JFSC on an expedited basis, normally within three days.

In general the ongoing regulatory requirements of Expert Funds are principally continuing to have two resident directors, complying with the terms of the Expert Fund Guide, and notifying the JFSC of any material change that might alter the terms of the original certificate. The monitoring functionary has ongoing responsibility for overseeing compliance by the investment manager with the fund’s investment principles and notifying the JFSC of any breach of the terms.

In an Expert Fund, no particular investment or leverage restrictions are imposed by the regulator provided that the functionary believes the strategies have been fully disclosed to investors. The JFSC should be informed if there is an intention to leverage more than 200 per cent, providing the reason for this.

The fund’s board, general partner or trustee is ultimately responsible for the management and control of the fund. A fund company must have two Jersey-resident directors, who must be approved by the regulator and must have relevant fund experience. There is no requirement for the investment manager to be represented on the board of directors, but this is normal practice.

Investors in Expert Fund must receive and accept an investment warning acknowledging that the fund is suitable only for expert investors and to confirm their awareness that it involves special risks and is subject to limited regulatory oversight. Investors must also confirm that that they are either investing US$100,000, are a professional investor as defined by the Expert Funds Guide or a high net worth individual with US$1m in assets excluding their principal residence, but including assets jointly held with a spouse, or fall within another category of “expert investor”.

Most Expert Funds rely on the professional investor exemption or the minimum subscription level. The JFSC has confirmed that applications to extend the definition of ‘expert investor’ to carried interest investors is likely to be treated sympathetically and that those involved in establishing and providing services to an Expert Fund should be able to invest in the fund without having to meet the expert investor criteria.

The investment manager should be regulated in an OECD or associate member jurisdiction, although a non OECD-based investment manager may also be approved if it can demonstrate a relevant track record in an appropriate strategy and is well known to investors. Any jurisdiction with a memorandum of understanding with the JFSC or where the local regulator can provide suitable assurances to its Jersey counterpart is likely to be acceptable.

An investment manager should operate a “four eyes” principle in its investment procedures. They should possess relevant experience in relation to the investment strategies followed by the Expert Fund, be solvent, and have no previous record of regulatory infractions.

Investment managers that do not meet these criteria fully may be approved on a case-by-case basis by the JFSC. There is no capital adequacy requirement unless the investment manager is resident in Jersey, in which case it must have a substantial share capital and comply with the Financial Services (Jersey) Law 1998, as amended.

Most Expert Funds can benefit from regulatory flexibility regarding custody of assets provided that it can demonstrate adequate safekeeping procedures, although open-ended Expert Funds must use a Jersey custodian.

An open-ended Expert Fund that is a hedge fund may appoint a prime broker that is part of a group with a credit rating of A1/P1 or better.

Expert Funds must have a regulated Jersey administrator (or manager/trustee) with a physical presence in the island whose role includes taking reasonable measures to monitor the investment manager’s adherence to the investment and borrowing restrictions set out in the fund’s prospectus.

The functionary must also maintain sufficient records in Jersey to fulfil its obligations to the regulator.

Unregulated funds

The Unregulated Fund regime introduced on February 19 2008 allows eligible funds to merely notify the JFSC of their establishment, rather than going through a full authorisation process. There are two forms of unregulated fund, the Unregulated Eligible Investor Fund and Unregulated Exchange Traded Fund.

Unregulated Eligible Investor Funds are available to investors injecting a minimum of USD1,000,000 or equivalent into the fund, or that meet the criteria of a sophisticated investor, and investors must acknowledge in writing their acceptance of the risks involved. In addition, the fund must ensure that its investors meet the legal requirements for investment. The fund may be open-ended or closed-ended and take the form of a company or cell company, unit trust or partnership. The fund may list only on a stock exchange that permits restrictions upon transfers of interests, to ensure that only eligible investors can access the fund.

Unregulated Exchange Traded Funds are not regulated by the JFSC on the basis that they are already regulated by an approved stock exchange. An Unregulated Exchange Traded Fund may only take the form of a closed-ended fund, but may be established as a company or cell company, unit trust or partnership.

Listed funds

Introduced in 2007, the Listed Fund Guide provides a fast-track procedure for the establishment of closed ended funds that are listed on recognised stock exchanges or markets such as the Channel Islands Stock Exchange. The investment manager of a listed fund must be established in an OECD jurisdiction or one with which the JFSC has entered into a memorandum of understanding, or that is otherwise approved by the regulator.

COBO-only funds

“COBO Only Funds” are those where the number of such offers is less than 50 and where the fund is not listed. Consent will be required from the JFSC under the Borrowing Law and in considering this, the JFSC will perform a preliminary review of the “promoter” behind the scheme as well as a review of the private placement memorandum prior to the issue of a COBO consent. In considering a promoter, the JFSC will analyse the track record, reputation and experience of the promoter as well as such issues as spread of ownership and financial resources. The JFSC will also have an ongoing regulatory role and the COBO consent will set out various conditions, which the fund will need to comply with.

Very Private arrangements

These are investment vehicles with less than 10 investors, where there is no requirement to issue a prospectus or private placement memorandum (“PPM”) to market the fund; it is purely a private arrangement.

Maintaining the investor cap at below 10 investors will ensure that the investment vehicle does not fall under the scope of the Collective Investment Fund (Jersey) Law 1998 (“CIF Law”).

The establishment process of these arrangements are substantially more economical and straightforward. Typically, an agreement, akin to a PPM will be put in place between the investors. This document will govern the relationship between the investors and how the investment vehicle will be managed.

Tax considerations

The key objective is to ensure that the tax treatment for investors is at least as favourable as that in respect of a direct investment, or an investment in another vehicle with the same investment strategy. There are 3 main points of taxation to consider:

The direct taxation impact on the fund itself (ie taxation in its country of residence and taxation on its underlying portfolio)
Taxes in relation to distributions made by the fund (eg withholding taxes)
The direct taxation impact on the investor in his country of residence (eg whether he is taxed on the unrealised value of his investment)

Jersey tax position

From 2009, the States of Jersey are to implement a standard rate of corporate income tax of 0% and a special rate of corporate income tax of 10% into the Island’s existing tax system, which will replace the exempt company tax system currently in place. A small proportion of companies can be subject to the 10% special rate of corporate income tax under the zero/ten system and it is proposed that the 10% rate will apply to ‘specified financial services Companies’. The “Zero-Ten” taxation rules have been structured so as to ensure that Jersey fund companies (and fund managers established in Jersey but with no physical presence) are not adversely affected compared to the current exempt company rules where a company is not deemed resident in Jersey; i.e. these fund companies will be taxable at the 0% rate.

There are no taxes, registration fees or duties payable to the Jersey authorities in respect of the establishment or administration of a Unit Trust. By extra-statutory concession neither the trustee nor the assets of a Unit Trust will be liable to Jersey income tax on the income of a Unit Trust arising outside Jersey or, by concession, bank interest arising in Jersey. In addition, distributions paid to non-residents will not be subject to any withholding. However, the manager will be required to deduct Jersey income tax from distributions made to any Jersey unit holders.

A Limited Partnership is tax transparent. Profits and losses of the Limited Partnership are attributed to the partner themselves who will be taxed according to their proportionate share of profits and losses. The Limited Partnership itself will not be subject to assessment for income tax and a non-resident partner will not be liable to Jersey income tax except on Jersey source income (but excluding by concession, bank deposit interest). Interest receivable by a non-resident partner from a loan made to a Limited Partnership is not Jersey source income. Hence, provided a Limited Partnership has no Jersey resident partners (a general partner is treated as non-resident for these purposes) and no Jersey source income, no tax return is required to be submitted.

How can IFG help?

IFG has a unique fund services offering for those promoters seeking a boutique and bespoke approach to funds services business.

Our open architecture enables us to devise the most appropriate structure and service that will meet each client’s particular objectives.

We are regulated by the JFSC to undertake Fund Services and Trust Company business. In essence our offering includes:

Fund Services

Fund Manager
Administrator
Registrar
Distributor
Subscription Agent
Redemption Agent
Manager of a managed entity

Corporate Governance

Non executive director services, for:

Fund vehicles
Fund Investment Manager
SPVs

Corporate Secretarial Services
Company administration
Provision of compliance officer
Provision of money laundering reporting officer

Remuneration Services

Employment companies
Employee Benefit Trusts
Share Plans
Pensions
Payroll administration
HR Services

Jersey Relocation Services

Employment companies
Employee Benefit Trusts
Share Plans
Pensions
Payroll administration
HR Services

Accounting Services

Bookkeeping
Management reporting
Annual Financial Statements
Liaising with auditors

Channel Islands Stock Exchange

Listing services
Continuing obligations

New Product Sheet - Structured Finance Services - Ireland

05/11/2010 13:51:37

The International Division of IFG Group plc (“IFG”) is a leading service provider to Special Purpose Vehicles (“SPVs”) in Ireland providing an outsourced solution to international investment banks, financial institutions and corporates that wish to establish insolvency remote SPVs in Ireland as part of the structured finance and securitisation transactions. We have extensive experience in providing corporate administration and trustee services to structured finance SPVs and have worked with a range of international clients and investment banks on a differing array of bespoke structures.

We offer a comprehensive suite of services, tailored to individual client requirements and provide a flexible and bespoke approach capable of meeting our clients growing needs.

Why Ireland as a location for SPVs?

On shore common law jurisidiction;

Clear tax laws in Ireland which allow for the achievement of a tax neutral position for SPVs (Section 110 of the Taxes Consolidation Act 1997 (as amended));

Access to an extensive tax treaty network;

Efficient and expedient stock exchange listing process;

EU and OECD membership; and

Favourable VAT treatment.

How IFG can help

SPV Services

Establishing the Legal Entity

Incorporation of the SPVs in the relevant jurisdiction and liaising with tax advisers, lawyers and banks as required.

Directors

Providing independent corporate directors that are responsible for the good standing of the SPV in accordance with applicable local laws and regulations.

Registered Office

Provision of the registered office of the legal entity with dedicated offices and a dedicated telecommunication service.

Corporate Compliance

Providing core corporate, secretarial and administration services to include but not limited to the following:

review and execution of transaction documentation and liaising with external legal, accounting and tax advisers;

compliance with all the obligations and covenants imposed on the SPV in accordance with the terms of the transaction documents;

drafting of ancillary transaction documentation to be executed by or on behalf of the SPV (in cooperation with the SPV’s external advisers);

compliance with the requirements and formalities of the relevant local authorities (tax authorities, company registrars and other regulatory bodies);

complying with all Know-Your-Client (“KYC”) regulations;

opening and maintenance of bank accounts;

organisation and convening of all shareholder and board meetings;

preparation of minutes of board meetings; and

liaising with external auditors and tax advisers with regard to the completion of statutory audits and tax returns.

Accounting

Preparation of the management accounts of the SPV, bank reconciliations and the preparation of local GAAP or IFRS financial statements.

Ancillary Services

Process Agency

Provision of address for the service of process and documents and the forwarding of such received documents in accordance with the provisions of the transaction documents.

Share Trustee

Provision of a share trustee in a bankruptcy remote/off balance sheet structure where a trustee is required to hold the issued share capital of the SPV.

Reporting

Provision of consolidation, interim and regulatory and investor reports in accordance with the provisions of the transaction documentation, including FVC reporting.

Liquidations

Management of the liquidation of the SPVs in accordance with local laws and regulations.

New Product Sheet - Aircraft Leasing Services - Ireland

05/11/2010 13:51:43

The International Division of IFG Group plc (“IFG”) is a leading service provider to aviation leasing companies and Special Purpose Vehicles (“SPVs”) in Ireland providing an outsourced solution to operating lessors, aircraft manufacturers and financial institutions in establishing operating entities and SPVs for aircraft leasing transactions. We have extensive experience in providing corporate administration services to aircraft leasing companies and have worked with a range of aircraft lessors and lessees on a differing array of structures in respect of engine and aircraft portfolios.

We offer a comprehensive suite of services, tailored to individual client requirements and provide a flexible and bespoke approach capable of meeting our clients growing needs.

Why Ireland for Aircraft Leasing?

Strong history of aircraft leasing in Ireland;

Access to an extensive tax treaty network;

Corporation tax rate of 12.5%;

Stamp Duty exemptions; and

Favourable VAT treatment.

How IFG can help

SPV Services

Establishing the Legal Entity

Incorporation of the SPVs in the relevant jurisdiction and liaising with tax advisers, lawyers and banks as required.

Directors

Providing independent corporate directors that are responsible for the good standing of the aircraft leasing vehicles in accordance with applicable local laws and regulations.

Registered Office

Provision of the registered office of the legal entity with dedicated offices and a dedicated telecommunication service.

Corporate Compliance

Providing core corporate, secretarial and administration services to include but not limited to the following:

review and execution of transaction documentation and liaising with external legal, accounting and tax advisers;

compliance with all the obligations and covenants imposed on the SPV in accordance with the terms of the transaction documents;

drafting of ancillary transaction documentation to be executed by or on behalf of the SPV (in cooperation with the SPV’s external advisers);

compliance with the requirements and formalities of the relevant local authorities (tax authorities, company registrars and other regulatory bodies);

complying with all Know-Your-Client (“KYC”) regulations;

opening and maintenance of bank accounts;

organisation and convening of all shareholder and board meetings;

preparation of minutes of board meetings; and

liaising with external auditors and tax advisers with regard to the completion of statutory audits and tax returns.

Accounting
Preparation of the management accounts of the SPV, bank reconciliations and the preparation of local GAAP or IFRS financial statements.

Ancillary Services

Process Agency
Provision of address for the service of process and documents and the forwarding of such received documents in accordance with the provisions of the transaction documents.

Lease Administration, Cash Management and Aircraft Registry Agency Services.

Share Trustee
Provision of a share trustee in a bankruptcy remote/off balance sheet structure where a trustee is required to hold the issued share capital of the SPV.

Team Member - James Russell - Senior Manager

22/03/2011 16:58:30

Senior Manager
James Russell, an Associate of the Chartered Institute of Secretaries, joined IFG in 2002, and has worked in numerous roles at all levels of our Private Client business. James played a key role in the establishment of IFG’s Cyprus office in early 2007 and until early 2009 managed a corporate team in the Cyprus office. James has extensive experience with larger project work, including AIM-listings, and is also a member of the Securities and Investments Institute.

Team Member - Simon Davis - Head of Business Development

06/04/2011 09:02:04

Head of Business Development
After obtaining the Diploma in Business and Financial Studies in 1988, Simon joined an international bank which brought him to Jersey in 1994. In 1999 he moved into Corporate Banking joining another major bank, managing Trust Companies and their clients. Having obtained the Diploma in Financial Services Management in 2001 he moved into the Trust and Corporate sector and in 2005 he took on a Business Development role. He was instrumental in building the brand profile and growing the client base on a global level for one of the industry’s fastest growing service providers. Simon joined the company in March 2011.

Team Member - Emily Aristidou - Manager, Corporate Department

06/04/2011 09:42:55

Manager, Corporate Department
Emily graduated from Sheffield University with a Bachelor Degree in Law (LLB) and then continued her studies by obtaining a Master of Laws (LLM) in European and International Law. She became a Member of the Cyprus Bar Association in 2004 and continued her career as a practicing lawyer. In July 2007 she joined a major global Trust Company where she held the position of Portfolio Manager for both, corporate and multinational departments. Emily joined the company in March 2011.

Team Member - Marios Alexandrou - Director

01/07/2011 14:08:29

Director
Marios graduated from the University of Hull with a Bachelor Degree in Economics & Accounting. He joined a major international accountancy firm in 2001 where he trained as a Chartered Accountant and in 2004 he became a member of the Institute of Chartered Accountants in England & Wales In 2006 he joined an international real estate company where he held the position of Finance Manager. Marios joined the company in May 2008.

Team Member - Alexandra Taylor - Senior Manager

04/07/2011 09:33:27

Senior Manager
Alexandra graduated from Queens University, Belfast with a LL.B (joint honors) in Law and Accounting. She joined a major international accountancy firm in 2001 where she trained as a Chartered Accountant and in 2004 she became a member of the Institute of Chartered Accountants in Ireland. In 2004 she joined a publishing and printing media group where she held the position of Group Accountant. Alexandra joined the company in November 2008.

Team Member - Frederique Meyer - Senior Consultant, Head of Trust and Client Services

25/07/2011 15:18:43

Senior Consultant, Head of Trust and Client Services
In her role as a Senior Consultant to IFG, Frederique is head of our trust team in Zürich and brings with her extensive experience of corporate and trust structuring for high net worth and ultra high net worth individuals and families.

Frederique is a Partner of a local family office service provider based in Zürich, having worked for many years in the trust business with both prominent bank owned and Independent trust businesses in Zürich.

Frederique is a member of the Society of Trust and Estate Practitioners and holds the society diploma in International Trust Management. She also holds a Bachelor of Arts (BA) and Law degree (LLB) from the University of Queensland, Australia and is fluent in German, French and English.

Team Member - Sinah Hänggi - Manager, Client Accounting

25/07/2011 15:26:32

Manager, Client Accounting
Sinah joined IFG in April 2007 and is a certified Specialist in Finance and Accounting. She has previously worked on internal accounting but now focuses on client accounting.

Prior to joining IFG, Sinah worked within an internal accounting team of a major Independent Trust business in Basel and also worked for a small accounting practice within the client accounting team.

Team Member - Tatiana Rydeard - Vice-President

27/07/2011 09:26:37

Vice-President
After graduating from Liverpool University, Tatiana started her career with IFG in the Isle of Man office in 2003, splitting her time between the Isle of Man and Cyprus offices, working on a number of complex client structures. She left IFG in 2008 to extend her experience in the trust and corporate services sector in the trust department of a major bank in Jersey returning to IFG in 2010 to work with clients and intermediaries in CIS and CEE representing all International Division offices in this region.

Team Member - Maria Yiallouros - Manager, Accounting Services

29/07/2011 11:02:39

Manager, Accounting Services
Maria completed the professional studies of the Association of Chartered Certified Accountants in 2005. She then joined one of the ‘big four’ international audit firms as a trainee Certified Accountant and in 2008 she obtained her membership with the ACCA. She continued her career in the international audit firm until June 2011, when she joined IFG as Manager.

Isle of Man - Foundations Act - Royal Assent announced

21/11/2011 10:21:29

Foundations Act – Royal Assent announced

TREASURY Minister Eddie Teare MHK has welcomed the announcement of Royal Assent, in Tynwald this week, for new legislation which will add to the Island’s offering as a centre for international wealth management.

The Foundations Act provides for the establishment of foundations, which are an alternative to trusts as vehicles for holding assets. While foundations resemble trusts in many respects, they also have separate legal personality, like a company. Their existence will be recorded on a public register and each must have a local registered agent accountable to the authorities.

The legislation, which was promoted by Treasury in conjunction with the Department of Economic Development and the private sector, was taken through the House of Keys by Mr Teare. He explained:

‘The Manx Foundation will be a bespoke product that will provide our financial services industry with an additional tool to open up new business opportunities. The world of wealth management is highly competitive so it is vitally important that Government keeps working in partnership with the private sector to enhance the Island’s offering to international clients.’

New Vacancy - Manager, Software Development

31/01/2012 12:24:08

Full time

Team Member - Sharon Dunn - Client Administration Manager

13/03/2012 16:43:36

Client Administration Manager
Sharon joined IFG International Limited in May 2011, having over 20 years' experience of working in the offshore environment, having previously worked with a large private bank and corporate service provider on the Isle of Man, managing complex structures for an international client base.

Sharon is Manager of a team of administrators within our Trust and Corporate Service Department and is a Member of the Society of Trust and Estate Practitioners, holding the society’s Diploma in International Trust Management.

Team Member - Martin Horak - Senior Manager, Client Accounting

13/03/2012 16:54:24

Senior Manager, Client Accounting
Martin joined IFG Trust (Switzerland) Limited in June 2007. His is a Senior Manager within the accounting, payroll administration, audit and business consultancy.

Martin has over 29 years' experience within finance, accounting and audit, gained from working at a Senior level within several Swiss trust companies. In addition Martin has experience in financial and marketing controlling gained from holding senior positions within various major US trading companies.

Martin is a member of the Swiss Association of Certified Accountants and holds the Diploma as a Swiss Certified Specialist for Finance and Accounting.

He is fluent in German and English.

Team Member - Ruth Sircely - Senior Manager, Client Accounting

13/03/2012 16:54:46

Senior Manager, Client Accounting
Ruth has over 24 years' experience in financial accounting, Swiss tax returns and payroll administration. She previously worked for an international financial services firm in Canton Zug, which became part of IFG in 2007.

Ruth is a qualified Swiss Certified Trustee and is a member of the STS Schweizerischer Treuhänderverband.

She is fluent in German, French and English.

Team Member - Silvia Mathis - Manager, Accounting

16/03/2012 09:22:49

Manager, Accounting
Silvia joined IFG Trust (Switzerland) Limited. in March 2009 and is a qualified accountant. Her main focus is dealing with internal operational accounting issues and preparing financial statements for trusts and companies.

Prior to joining IFG, Silvia worked for a Private Equity Company in Austria, a trust company in Liechtenstein and an international property company in Zürich.

Silvia is a member of the Society of Trust and Estate Practitioners and holds the society diploma in International Trust Management. She is fluent in German and English.

Sale of International Division Announced

10/04/2012 16:31:12

IFG Group plc has signed an agreement for the sale of its International Division to AnaCap
RNS Number : 3364A
IFG Group PLC
29 March 2012

IFG Group plc

Sale of International Division

The Board of IFG Group plc ("IFG") is pleased to announce that it has signed an agreement for the sale of its entire International Division (Segment) to AnaCap Financial Partners II LP.

The purchase price is STG£70 million (€84 million) which will be paid in full on the completion of the sale. The purchase price shall be subject to an adjustment upon finalisation of the completion accounts. The sale is subject to certain conditions including shareholder and regulatory consent. The EGM, at which an ordinary resolution approving the sale shall be voted upon by the shareholders, shall be held in advance of the AGM on 27th June 2012. A circular incorporating a notice of the EGM with full details of the proposed sale shall be sent out to shareholders.

Profit for the International Division for 2011 was STG£8.02 million (Group STG£22.6 million). Gross assets as of 31 December 2011 were STG£64 million (Group STG£184 million). Declan Kenny, CEO of the International Division will remain with the International Division following the sale and he will resign from the Board of IFG.

CEO, Mark Bourke commented that "IFG is delighted to conclude the agreement for sale with AnaCap. Strategic review had concluded that further investment to fund expansion or outright sale of the division were the optimal choices for the Group. After an initial approach an offer of STG£70 million was negotiated. This sale represents an excellent price for this valuable business. The proceeds will provide options for the Group including debt repayment, shareholder return and strategic investment in the SIPP and advisory businesses".

Declan Kenny CEO of the International Division stated that he and "the management of the International Division are delighted to partner with AnaCap in light of AnaCap's significant experience within the European financial services sector, as well as its commitment to the future growth of the business and maintaining the key principles of quality client service and independence".

The International Division consists of Trustee and Corporate Services in multiple jurisdictions including Jersey, Cyprus, Switzerland and the Isle of Man.

Any enquires relating to this announcement should be directed to

Mark Bourke Niamh Hore
Group Chief Executive Investor Relations Manager
IFG Group plc IFG Group plc
Tel +353 1 275 2800 Tel +353 1 275 2866

This information is provided by RNS
The company news service from the London Stock Exchange
END
Note: IFG International Limited - Isle of Man is part of the International Division of IFG Group Plc. The International Division has offices in Isle of Man, Jersey, Ireland, Switzerland, UK, Cyprus, Spain and the British Virgin Islands.