Singapore City
4 March 2024

South East Asia Case Studies


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Overview

A number of Jersey-based firms have built strong connections with Asia, working with a wide range of corporate and private clients across the region. While the services they provide may vary, their support is underpinned by the clear advantages of choosing Jersey – from its stability and high standards to its central time zone and tax neutrality.

Scroll down to read case studies from a selection of  Jersey firms supporting business across South East Asia.

Carey Olsen: Advising Sun Venture on Landmark London Real Estate Acquisitions

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

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

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Fairway Group: Collaborating with Service Providers in Singapore

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

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

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

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

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

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Hawksford: Helping a Singapore Client with their ESG Ambitions

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

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

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

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

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

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Moore Stephens: Supporting Inbound UK Real Estate Investment

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

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

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Moore Stephens: Facilitating APAC Investment

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

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

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

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For family offices and private clients, impact-minded investors are increasingly asking if their investee company can demonstrate some form of impact framework or accreditation to reflect their mission, such as being or becoming a B Corp. We’re even seeing some NextGens setting up their own B Corps, or evolving their existing businesses into B Corps.

Tze-Wei Ng
Associate, Stephenson Harwood LLP
Mourant: Facilitating Major Cross-Border Investments for Asia-Based Clients

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

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

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

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Mourant: Trusted Adviser for Asia-based Clients

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

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

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

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Oakbridge: Facilitating the Bridge for Singapore Managers to Domicile Funds in Jersey

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

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

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

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

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

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TMF Jersey: Supporting South East Asian Retailer with Employee Incentive Scheme

TMF provide offshore trustee and administration services to a Jersey-based Employee Benefit Trust (EBT) for a large online retailer based in South East Asia (the Company). The EBT facilitates the share incentive plans which are operated for approximately 2,000 employees of the Company around Asia. The EBT was established in readiness for an initial public offering of the Company.

The services TMF provides includes setting up a trust bank account, liaising with the Company relating to the share plans, trustee meetings in relation to the vesting of awards and accepting trust assets from the Company, arranging for shares to be sold/transferred, arranging for proceeds to be paid, FATCA and CRS reporting and maintaining trust records.

Benefits of using a Jersey EBT:

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

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

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Key Contact

For a personal introduction to Jersey finance firms working in Singapore,  please contact Yiow Chong Tan.

Yiow Chong Tan joined Jersey Finance in September 2022 as our dedicated Director in Singapore, with his remit also covering the surrounding South East Asia region.

Yiow has extensive business and corporate finance experience in the Asian markets where he has been consistently involved in the origination, marketing, structuring, negotiation, due diligence and execution of private equity, stock exchange listings and M&A deals across Singapore and Malaysia. In a previous role, he identified and built close working relationships with Chinese high-net worth clients and institutional investors to secure and raise funds for mandated clients.

Most recently, he was the Corporate Finance Director and Board Secretary of a Chinese Family Office which has investments in Chinese data centres and UK commercial properties. Prior to that, he held director and consultant positions with various Singapore-based business consultancy firms working out of Shanghai in mainland China.

A Singaporean, he has a Bachelor of Science in Information Systems and Accounting Degree with First Class Honours from the University of Leeds and is fluent in English and Chinese Mandarin.

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