How ATC adds value for Russian clients

Transcription

1 How ATC adds value for Russian clients Hogan Lovells 22 May 2013 Established in billion in assets under administration 400 professionals in 20 offices RELIABLE EXPERIENCED COMMITTED

2 Agenda Introduction to ATC The Netherlands and Luxembourg at a glance Specific considerations for different industries Our Russia experience and credentials Wrap up: why choose ATC as your corporate services provider

3 Introduction to ATC Founded in 1893, ATC is known for its pre-eminence in serving international business, private clients, capital markets and alternative investment funds across a broad international network. ATC is one of the oldest fiduciary service providers and has been substantially managementowned since its inception. We have grown, organically and through selected acquisitions, to become a top 5 corporate services provider in Europe, with more than 750 billion in assets under administration. Our clients come from all corners of the world and from a diverse range of backgrounds: they include international private equity firms, financial institutions, listed companies, real estate management companies and investment funds. ATC employs over 400 professionals (made up of more than 35 nationalities) in 20 offices across Europe, the Americas, the Caribbean and the Asia Pacific region. ATC has relevant regulatory licences in all operational jurisdictions.

4 ATC Group Corporate Services Institutional Services Fund Services Private Client Services Domiciliation and local footprint Management services Specialist directors Legal compliance Administrative services Company incorporation and acquisition Escrow Services Issuer director Issuer administrator Investor reporting Security trustee Depositary services Fund establishment Trade capturing Data processing NAV calculations Investor services Estate planning Wealth preservation Tax planning Trustees Company incorporation More information can be found on 3

5 ATC Corporate Services a closer look at the services we can deliver Administrative services Legal compliance ATC will designate an accounting team, which specialises in local accounting and IFRS, NAV calculations and consolidations, to each client company The bookkeeping of the client company will be performed in the relevant local office and physically kept at the local address of the client company Reporting can be done on a daily, monthly, quarterly, etc., basis, depending on client requirements Cash management services will be performed with the bank of choice Our in-house corporate lawyers, organized in a dedicated client team: - Ensure that the client company fulfils its obligations under the applicable law(s) - Acting in the best interests of the company - Take care of the local corporate housekeeping (drafting all required Board and shareholder resolutions, loan agreements, capital contributions, etc.) Other services We also offer a range of other services including acquisition/incorporation of companies, escrow services etc. 4

6 Typical phases of corporate services for your business Setup Transaction Maintenance Wind down Conclude ATC Servicing Agreement Set-up of legal entities Domiciliation: registration of the legal entities Appointment and registration of directors and possible other corporate officers Bank account(s) Fund flow overview Management and accounting manual Reporting calendar Drafting and/or review of transaction documents Execution and monitoring of fund flow Administration and management of Escrow facilities, if applicable Execution of transaction documents Administration of invoices Payroll services Administration & management of bank accounts Liquidity management Periodic reporting Assistance with audit, if applicable Assistance with preparing and filing of tax applications Assistance with compliance with laws and regulations Arrange audited closing accounts Liquidation of entities Discharge of directors and other corporate officers De-registration of entities and directors Assistance with preparation with final tax filings 5

7 ATC office network Our network of 20 offices ensures that ATC offers our clients a choice of services in the world s most important financial centres, covering the Americas, Europe, the Caribbean and Asia-Pacific Whilst our clients enjoy the benefits of a high-profile international network, each office retains a personalised and down-to-earth approach, focused on building a rapport with our clients 6

8 The Netherlands at a glance The Netherlands is the international centre for corporate tax structuring, thanks to an extensive network of bilateral tax agreements (Netherlands c.90 / Russia c.25), the participation exemption and, most important, a stable and reliable fiscal environment with adequate supervision. Availability of advanced tax rulings between the company and the tax authority reduces uncertainty about the fiscal consequence of international / corporate tax planning. Flexible corporate law for establishment and maintenance of JV structures. There are around 150 licensed trust offices in the Netherlands. Between them they manage around 20,000 entities on behalf of 16,000 clients. As a result the Dutch trust industry is the most sophisticated in the world and the support network of experienced professional advisors (lawyers, auditors, etc) is second to none. More information can be found on 7

9 Luxembourg at a glance The traditional social, political and economic stability of the country has made it a favoured home for a large number of corporations and institutions (ranging from multinational companies to a number of influential European Union organisations). Luxembourg has one of the most competitive tax regimes in Europe which, combined with a modern legal and regulatory framework, has led to the establishment of a large number of holding and finance companies there. Luxembourg is the international centre for cross-border investment funds and the Eurozone leader for wealth management. Luxembourg currently has 63 bilateral tax agreements. Most major international law and tax advisory firms have an office in Luxembourg, recognising its importance in the financial world. More information can be found on 8

10 Specific considerations for multi-national companies Doing business in jurisdictions where your company does not have local presence can be challenging; our client teams understand this challenge Excellence in start up of local presence How: former part of Rabobank - capability to open bank account in 48 hours Fund flow management to ensure treasury efficiency (dividend/interest payments) Introduction to professional network (top accountants, auditors, notaries and lawyers) Turn-key office facilities (Radar Executive) Payroll, corporate income tax filings, VAT assistance Local legal compliance by one of our corporate lawyers No local presence: ATC has supported other clients with that same challenge and succeeded by becoming part of your company and adapting to your standards and systems 9

11 Specific considerations for private equity firms Accurate and practical management, administration and domiciliation solutions to assist you in achieving your goal, without losing valuable time and capacity ATC acts on behalf of 30 of the biggest PE firms in the world References available 40 highly experienced corporate lawyers talking the same language Signing power by our directors (senior management) BB/cell phone availability at all times Accounting and governance are key for valuation of investments 10

12 Specific considerations for financial institutions Our operational procedures and experience enable us to deliver reports within any pre-agreed timeframe ISAE 3402 Certification 2010 Hedge Fund Administration Survey rated ATC Fund Services top rated for 3 rd consecutive year 750 billion under administration SPVs and portfolio companies require flawless administration and state-of-the-art Investor Reporting 11

13 ATC s Russia Experience In supporting our Russia clients we have started our Russia Desk and recruited professional staff speaking, among others, Russian. For detailed information about our Russia Desk please see the link ENERGY We provide multijurisdictional (Netherlands, Germany and Luxembourg) management, domiciliation and administrative services to nine companies for a leading Russian oil company which is among the top ten privately-owned oil companies in the world in terms of crude oil production. ATC has been involved in the maintenance of a Dutch structure, responsible for the exploration, acquisition, integration and further management of one of the biggest oil and gas companies in Russia. COMMUNICATIONS We provide management, domiciliation and administrative services to two Dutch companies of a leading telecommunications group in Russia, Eastern Europe and Central Asia. The group offers mobile and fixed voice, broadband and pay TV, as well as content and entertainment services. The Group has more than 108 million mobile subscribers in Russia, Ukraine, Uzbekistan, Turkmenistan, Armenia and Belarus. For one of the major publishing, advertising, printing and distribution groups in Moscow, ATC is managing the Dutch structure and providing the full package of corporate services. 12

14 ATC s Russia Experience BANKING We provide management, domiciliation and administrative services to a Dutch company which holds an investment in a Russian Bank, based in Moscow. The Russian bank provides services to more than 400,000 companies and private clients through a network of more than 350 ATMs. REAL ESTATE ATC set-up a structure, providing management, domiciliation and administrative services in four jurisdictions (Cayman Islands, Curacao, the Netherlands and Cyprus) for a group of private investors investing in prime real estate located in the city centres of Moscow and Kiev. JOINT VENTURES One of Russia s leading energy investment companies has structured its investments in Russian energy companies via the Netherlands. We provide management, domiciliation and administrative services to seven Dutch entities in this structure, including a joint venture with a Russian state owned company and a joint venture with an Italian stock listed company. ATC is assisting one of the leading railway machine-building organisations in Russia with its jointventure structures through the Netherlands. 13

15 Just a few of our clients ABN Amro Bank ABP Achmea AIG Alcatel América Móvil Bank of America Barclays Bashneft BNP Paribas Boeing British Aerospace Bulgari Citibank Calyon Credit Suisse Delta Lloyd Deutsche Bank Dexia Expo Bank First Reserve GazProm General Motors Gillette GMAC RFC Goldman Sachs HBOS Honda HSBC ING Bank JP Morgan Kraft Foods KBC Merrill Lynch Mitsubishi Morgan Stanley NIBC Bank Rabobank RBS SNS Bank SocGen Swiss Life TNK BP UBS Unicredito/HVB Volvo "Честность, добросовестность, качество. Это действительно - я считаю их частью нашей команды. Оценка 2010 Опросa Клиентов Honesty, integrity, quality. It is really this I consider them part of our team. Client Feedback Survey

16 Don t take it from us 15

17 Don t take it from us 16

18 Don t take it from us 17

19 What others say highlights from client surveys subscribe our quality ATC gets closer to perfection on a regular basis than any provider in this survey Average client rating of 4.7/5 for responsiveness and 4.8/5 for quality They have up-scaled their capacity to deal with changing market conditions during the crisis. It is actually astonishing how well they have done that You always deal with people who can do things directly they have the knowledge and understanding themselves so there is no need to always escalate things that is quality and we appreciate it Long-standing relationship so there is a lot of trust. The fact that we never think of any other firm says it all They get A+ for being responsive, reliable and responsible Always a pleasure to pick up the phone and you know you can rely on them. s will be read even late in the evening. Responsiveness and availability important as we are subjected to the same pressures We rely heavily on ATC and they ve never let us down References are available on request 18

20 Wrap up: why choose ATC as your corporate services provider? Dedicated Russia Desk with professional staff speaking, amongst others, Russian. Independence of ATC, no (ownership) links to banks, law and audit firms. Over 400 legal and accounting professionals in 20 offices across the world. Tight lines between commercial business units, management, compliance and executive committee = decisions can be made very quickly. Good relationships with major banks enable us to open bank accounts within 48 hours. Hands-on mentality, professional and pro-active services attitude in all layers of the organisation. In-depth knowledge of structures among all team members. Availability of our staff, even after closure of business day. Fees - flexible and can be all-inclusive, capped or variable depending on the specific requirements and needs, and discounts are negotiable depending on volume and required services. Excellent portfolio of international based clients, with a strong focus on the Russian market.

21 Your key contact Joost Broekhuis Business Unit Manager T: M: E: joost.broekhuis@atcgroup.com Joost is a Business Unit Manager at ATC and focuses mainly on multi-national corporations and private equity clients. Joost is a personal director of several client entities. Prior to joining ATC in 2011, Joost worked for over 10 years as a corporate, M&A and private equity lawyer at Stibbe, Herbert Smith and Hogan Lovells in Amsterdam and London. 20