* Your assessment is very important for improving the workof artificial intelligence, which forms the content of this project
Download malta 2016 - HFM Global
Private equity in the 1980s wikipedia , lookup
Special-purpose acquisition company wikipedia , lookup
Interbank lending market wikipedia , lookup
Stock trader wikipedia , lookup
Private equity in the 2000s wikipedia , lookup
Private equity wikipedia , lookup
Corporate venture capital wikipedia , lookup
Early history of private equity wikipedia , lookup
Money market fund wikipedia , lookup
Environmental, social and corporate governance wikipedia , lookup
History of investment banking in the United States wikipedia , lookup
Investment banking wikipedia , lookup
Private equity secondary market wikipedia , lookup
Mutual fund wikipedia , lookup
Socially responsible investing wikipedia , lookup
Private money investing wikipedia , lookup
MALTA 2016 VERSATILITY Matchless financial freedom INNOVATION A relentlessly evolving industry PROSPERITY Capitalising on every opportunity FEATURING Be. Legal Advocates // Camilleri Preziosi Advocates // Chetcuti Cauchi Advocates // Fenech & Fenech Advocates // FinanceMalta // GANADO Advocates // Malta Stock Exchange // Sparkasse Bank Malta plc // Valletta Fund Services CHETCUTI CAUCHI YOUR TRUSTED ADVISORS Chetcuti Cauchi is a law firm ser ving successful entrepreneurs, business families and institutions using the ðQDQFLDOFHQWUHVRI0DOWDDQG&\SUXVDQGWKHLUDGYLVRUV around the globe. >P[OVѝJLZPU4HS[H*`WY\ZHUK3VUKVU^LHK]PZLJSPLU[Z ZLHTSLZZS` VU [OLPY I\ZPULZZ HUK WYP]H[L SLNHS ULLKZ IV[O H[ OVTL HUK HIYVHK 6\Y \UPX\L T\S[PKPZJPWSPUHY` ZL[\W VM V]LY LPNO[` SH^`LYZ [H_ HK]PZVYZ HJJV\U[HU[Z JVTWHU`HKTPUPZ[YH[VYZHUKYLSVJH[PVUHK]PZVYZHSSV^Z\Z [VWYV]PKL[OLM\SSZWLJ[Y\TVMSLNHS[H_[Y\Z[ZJVTWHU` MVYTH[PVUPTTPNYH[PVUJVYWVYH[LHUKWLYZVUHSYLSVJH[PVU YLZPKLUJ`JP[PaLUZOPWI`PU]LZ[TLU[HUKÄK\JPHY`ZLY]PJLZ [V JSPLU[Z \ZPUN 4HS[H HUK *`WY\Z PU PU[LYUH[PVUHS [H_ WSHUUPUN JYVZZIVYKLY I\ZPULZZ Z[Y\J[\YPUN HUK ^LHS[O THUHNLTLU[ZVS\[PVUZ ;OPZ JYVZZM\UJ[PVUHS HYYHUNLTLU[ HWWLHSZ [V KPZJLYUPUN JSPLU[Z [OH[ YHUNL MYVT /PNO 5L[ >VY[O PUKP]PK\HSZ HUK MHTPSPLZ [V LU[YLWYLUL\YZ HUK IS\L JOPW JVTWHUPLZ ;OL MPYT ZLY]LZ HZ H [Y\Z[LK HK]PZVY [V WLYZVUHS HUK JVYWVYH[L LUKJSPLU[Z HZ ^LSS HZ PU[LYUH[PVUHS SH^ MPYTZ [H_ HK]PZVYZ HJJV\U[HU[Z WYP]H[L IHURLYZ HUK MHTPS` VѝJLZ^VYSK^PKL +LZWP[LILPUNH[VWÄ]LSH^ÄYTI`ZPaL[OLWHY[ULYZHUK ZLUPVYZJVU[PU\L[OLÄYT»Z[YHKP[PVUVMWYV]PKPUNZWLJPHSPZLK SLNHSZLY]PJLZVM\UYP]HSSLKX\HSP[`YLZWVUZP]LS`;OYV\NO[OPZ HWWYVHJO^LOH]LJYLH[LKHWLYZVUHSPZLKLU]PYVUTLU[I\PS[ HYV\UKV\YJSPLU[Z»WYP]H[LVYJVTTLYJPHSYLHSP[PLZ ;OLÄYTOHZI\PS[HUHTLMVYZLY]PUN[VKH`»ZHUK[VTVYYV^»Z PUK\Z[YPLZ^P[OZPNUPÄJHU[JVTTLYJPHSH^HYLULZZPUJS\KPUN [OL MPUHUJPHS ZLY]PJLZ VUSPUL NHTISPUN WOHYTH SPML ZJPLUJLZKPNP[HSNHTLZH]PH[PVUHUKZ\WLY`HJO[PUK\Z[YPLZ JVTIPUPUNZWLJPHSPZ[I\ZPULZZSH^HUKPU[LYUH[PVUHSWYP]H[L ^LHS[OHK]PJL MALTA · CYPRUS · LONDON cclex.com M A LTA 2 0 1 6 INTRODUCTION M alta has been experiencing unprecedented change as it looks to grow its hedge fund and captive industries. This year’s HFMWeek Malta Report aims to uncover the techniques that have propelled Malta into the international finance spotlight. The establishment of some 600 investment funds, with a combined net asset value of €10bn, highlights Malta’s growing asset management expertise. This report utilises the knowledge of expert contributors to look behind the statistics and provide a detailed analysis of the country’s financial sector. New developments, such as the prospect of the jurisdiction becoming an EU hub for securitisation, are also discussed in this edition of HFMWeek's Malta Report. The contributors to this report bring together a vast array of experience and understanding of the region to provide an intimate and expert view of Malta’s financial sector. Tom Simpson Report editor Published by Pageant Media Ltd LONDON Third Floor, Thavies Inn House, 3-4 Holborn Circus, London, EC1N 2HA T +44 (0) 20 7832 6500 NEW YORK 200 Park Avenue South Suite 1603, NY 10003 T +1 646 891 2110 REPORT EDITOR Tom Simpson T: +44 (0) 20 7832 6535 [email protected] HFMWEEK HEAD OF CONTENT Paul McMillan T: +1 646 891 2118 [email protected] HEAD OF PRODUCTION Claudia Honerjager SUB-EDITORS Luke Tuchscherer, Mary Cooch, Alice Burton, Charlotte Romeyer ASSOCIATE PUBLISHER Lucy Churchill T: +44 (0) 20 7832 6615 [email protected] HEAD OF BUSINESS DEVELOPMENT AMERICAS Tara Nolan +1 (646) 891 2114, [email protected] PUBLISHING ACCOUNT MANAGERS Alex Roper T: +44 (0) 20 7832 6594 a.roper@ hfmweek.com; David Butroid +44 (0)207 832 6613 [email protected] THE MEMBERSHIP TEAM +44 (0) 20 7832 6511 [email protected] CIRCULATION MANAGER Fay Muddle T: +44 (0) 20 7832 6524 f.muddle@ pageantmedia.com CEO Charlie Kerr HFMWeek is published weekly by Pageant Media Ltd ISSN 1748-5894 Printed by The Manson Group © 2016 all rights reserved. No part of this publication may be reproduced or used without the prior permission from the publisher H F M W E E K . CO M 3 CONTENTS M A LTA 2 0 1 6 06 FUND SERVICES MALTA’S FUND REGIME 20 Dr Maria Chetcuti Cauchi of Chetcuti Cauchi Advocates explores the many sectors within Malta’s financial industry and highlights her future expectations for the Mediterranean island 08 FUND MANAGEMENT MALTA CAN RISE TO THE TOP FUND MANAGEMENT MALTA: INNOVATING THE HEDGE FUND INDUSTRY 22 MALTA’S SUCCESS STORY 25 LEGAL THE DEPOSITARY PASSPORT DEBATE Dr Louis de Gabriele and Dr Andrew Caruana Scicluna of Camilleri Preziosi discuss the decisive factors behind the depositary passport and why its arrival would be ground-breaking LEGAL THE RIGHT TOOLS FOR THE JOB Fenech & Fenech Advocates partners, Dr Joseph Ghio and Dr Josianne Brimmer, outline the versatility of the Maltese regulatory framework for investment funds 17 FUND MANAGEMENT Joseph Camilleri of Valletta Fund Services examines Malta’s central role in the captive industryand what we can expect in the coming 12 months Dr Richard Bernard of Be. Legal Advocates discusses how Malta became so dynamic in the hedge fund industry 14 WHERE TO DO YOUR BUSINESS Ivan Grech, head of business development at FinanceMalta, explains why Malta is going from strength to strength in the hedge fund industry Paul Mifsud, managing director at Sparkasse Bank Malta, explains how Malta has the potential to become Europe’s leading securitisation centre 11 FUND SERVICES FINANCIAL SERVICES THE POTENTIAL OF LIMITED PARTNERSHIPS André Zerafa of GANADO Advocates studies the Maltese limited partnership as a vehicle for private equity and venture capital strategies 4 H F M W E E K . CO M 29 FUND SERVICES MALTA STOCK EXCHANGE’S CONTINUING DEVELOPMENT Cliff Pace of Malta Stock Exchange offers a unique insight into the advancement of Malta’s capital market and what we can expect to see in the near future A breath of fresh air in Depositary services. Tailored fund custody from Sparkasse Bank Malta plc. Custody and depositary services are a core part of what we do at Sparkasse Bank Malta plc - a service we provide to our customers through our robust infrastructure and highly trained and experienced team of professionals. A team willing to listen and competent to act. We deliver a holistic custody and depositary solution to AIFs, UCITS and Non-EU funds. Banking, execution, settlement, safekeeping, monitoring and oversight solutions from one account. For Private and Corporate Banking, Wealth Management and Fund Custody, talk to Sparkasse Bank Malta plc. Call +356 2133 5705 or email us on [email protected]. www.sparkasse-bank-malta.com Sparkasse Bank Malta plc, 101 Townsquare, Ix-Xatt ta’ Qui-si-Sana, Sliema SLM3112, Malta Sparkasse Bank Malta plc is licensed and regulated in Malta by the Malta Financial Services Authority (MFSA) to provide Banking, Investment and Custody services. Part of the Austrian Savings Banks - Banking since 1872 M A LTA 2 0 1 6 MALTA’S FUND REGIME DR MARIA CHETCUTI CAUCHI OF CHETCUTI CAUCHI ADVOCATES EXPLORES THE MANY SECTORS WITHIN MALTA’S FINANCIAL INDUSTRY AND HIGHLIGHTS HER FUTURE EXPECTATIONS FOR THE MEDITERRANEAN ISLAND L Dr Maria Chetcuti Cauchi is the partner in charge of the corporate law & regulated business units of the firm. Maria developed the firm’s practice in the corporate and finance areas with clients ranging from banks, funds, financial services companies, asset management companies and large corporates and institutions. aunching and running an effective fund can be equally rewarding and challenging. It is a thoughtful and time-consuming process that requires skill, careful consideration and supportive collaborations. Therefore, considerable attention needs to be placed on the choice of jurisdiction, regulatory environment and the project team that is working on the process. Malta’s fund regulatory regime ensures the highest standards of probity and transparency whilst ensuring that operators function within the necessary freedom of competitiveness and innovation. The Malta Financial Services Authority (MFSA) is the single regulator which oversees the whole spectrum of financial services. It adopts a style of regulation that aims at combining a high standard of regulation with an efficient response to industry requirements. Malta is no longer regarded as an ‘emerging’ domicile for funds. On the contrary, it is now seen as a well-established location of substantial depth and sophistication. The island is also well versed with various fund typologies including Professional Investor Funds, Alternative Investment Funds (Loan Funds and Shariah Funds), and Ucits funds. Malta also received various badges of recognition including the ‘Most Favoured Fund Domicile’ recognition award bestowed on the island in 2013 and 2014 (Hedge Funds Review). BANKING AND FINANCIAL INSTITUTIONS As at the end of 2015 the total number of Malta licensed credit institutions increased to 28, with one company having its licence upgraded from that of a financial institution to a credit institution. Nine companies were also granted a financial institution licence with two of the latter licensed to provide payment services while another licensed to issue electronic money. Another three institutions were licensed to provide both payment services and electronic money issuance. INVESTMENT SERVICES, INSURANCE AND PENSIONS Investment services licenses registered significant growth in 2015 with 22 licences issued in the various categories. Of particular interest are the 16 Cat 2 licenses which included a number of Ucits and AIF managers setting up herein. Custody licences also increased with three new issuances, two of which were Cat 4a level and one Cat 4b. Despite an increase in international economic uncertainties associated with the new Solvency II framework postJanuary 2016, the insurance sector in Malta continued to perform well. Four new insurance undertakings were issued under the Insurance Business Act, these including one life insurance undertaking, one Protected Cell Company, and 6 H F M W E E K . CO M one reinsurance company. The MFSA also approved two new cells bringing the total number of authorised cells in 2015 at 29 within 12 Protected Cell Companies. The Authority also granted certificates of registration to two retirement schemes and two retirement scheme administrators. COMPANIES AND TRUSTS The Registry of Companies registered over 5,500 new companies in 2015. Nine new authorisations were issued in terms of the Trusts and Trustees Act and with three surrenders of authorisations the total number of authorisations was brought to 148 as at the end of 2015. The relatively new Company Services Providers Act also heralded 67 registrations in 2015, an increase of 58 from the previous year. FUNDS Malta’s fund industry and its infrastructure have continued to progress, with the MFSA licensing new Collective Investment Schemes (including sub-funds) on a regular basis. As at June 2014 Malta could boast: • A total net assets of funds of €9.7bn • A total net asset value of €6.6bn for PIFs • A total net asset value of €2.42bn for Ucits Retail non-Ucits funds amounted to a total net asset value of €0.7bn in 2013. With regard to the management of Collective Investment Schemes, as at June 2014, Malta vaunted: • Over 38% of funds (including sub-funds) being Malta domiciled and managed by Malta-based fund managers • Around 43% of funds managed from outside Malta • Over 18% of funds (including sub-funds) being Malta self-managed funds. With regard to the administration of Collective Investment Schemes, as at June 2014, around 74% of funds were administered in Malta, while 26% of the funds were administered outside the island. INVESTOR BASE AND PROFESSIONAL INVESTOR FUNDS The fund manager will also need to assess and determine the target investor base and the applicable regulatory regime. Malta caters for the setup of both retail and non-retail funds. With respect to a non-retail investor base, the fund manager can set up a Professional Investor Fund (PIF) with three categories of investors being targeted: • Experienced Investors where the minimum entry level amounts to €10,000 • Qualifying Investors where the minimum investment amounts to €75,000 • Extraordinary Investors where the minimum investment amounts to €750,000 With regard to domiciliation and choice of vehicle, there FUND SERVICES are no restrictions on leverage or diversification, and such funds are not required to appoint a custodian. Non-retail funds cover a wide range of fund typologies including hedge funds, master-feeder funds, and property funds as well as a wide range of funds investing in diverse asset classes. Service providers on Malta PIFs need not be located in Malta and such funds can be set up here but managed and administered elsewhere. PIFs can use any reputable bank or prime broker in a recognised jurisdiction outside Malta. Having said that, due to Malta’s success in attracting managers, many of the latter have still chosen to set up herein. UCITS With regard to retail, Malta provides the fund manager with the option of setting up a Ucits scheme whereby funds can be freely distributed throughout all EU Member States without the need for a licence in any other jurisdiction. The trend towards having a regulated product is evident in the managers opting to re-package hedge funds as Ucits schemes. PRESENT AND FUTURE EXPECTATIONS Historically, Malta has been regarded as a jurisdiction where funds can be set up quickly and in a cost effective way. In the last decade, the country has also gained a reputation with reputable fund managers themselves. Under the promulgation of AIFM Directive, the industry experienced a further boost with more offshore fund managers moving into a desirable regulated onshore environment. With AIFMD allowing a fund manager to choose Malta as its domicile and providing its fund management services throughout the European Union, Malta has gained a name as a hub for such industry drivers. This was mostly driven by the country’s attractiveness in terms of high quality human capital, effective value for cost-of-investment, language fluency, reachability of the regulator and an attractive fiscal base. Malta is also highly regarded internationally as being notably compliant with international standards, continuously topping the scoreboard of Member States for well-timed implementation of internal market rules for financial services and the implementation of various MoUs with various non-EU jurisdictions. Malta is also exploring possibilities related to Islamic Finance structures. It already has the relevant infrastructure in place therefore availing itself of exciting prospects for investors and issuers to launch Shariah compliant structures which use Malta as a hub to market to European investors even through a cost-effective European exchange such as the Malta Stock Exchange. Another expectation is related to Custodians. With Malta’s number of funds strong and growing, Malta is feeling the need for more specialised banking services, including custodian services. It is expected that a range of boutique banks and specialised credit institutions will find scope to capitalise on this opportunity. All this justifies Malta’s label as a jurisdiction with ‘a Culture of Getting Things Done’. With such a securely regulated environment, reachable regulator, skilled workforce and first-class service providers, the island’s outlook to the future can be nothing but positive. Q WITH SUCH A SECURELY REGULATED ENVIRONMENT, REACHABLE REGULATOR, SKILLED WORKFORCE AND FIRST-CLASS SERVICE PROVIDERS, MALTA’S OUTLOOK TO THE FUTURE CAN BE NOTHING BUT POSITIVE ALTERNATIVE INVESTMENT FUNDS Following the introduction of the EU’s Alternative Investment Fund Management Directive (AIFMD) that regulates both alternative fund managers and the promotion of Alternative Investment Funds within the EU, Malta’s fund industry has entered a new phase in its development. A new AIF regime has been launched alongside the PIF regime. The AIFMD is a 2011 EU Directive that came into force in 2013 and regulates the marketing or the management of funds (other than Ucits) within the EU and also subjecting fund managers within scope to an authorisation or registration requirement. The AIFMD provides the possibility to authorised EU AIFMs to market units or shares in their EU AIFs to professional investors in all EU Member States without needing to comply with any further local requirements. It is important to note that retail nonUcits CISs, PIFs and Private CISs would be encapsulated by the definition of an AIF in terms of the AIFMD. ” H F M W E E K . CO M 7 M A LTA 2 0 1 6 MALTA CAN RISE TO THE TOP PAUL MIFSUD, MANAGING DIRECTOR AT SPARKASSE BANK MALTA, EXPLAINS HOW MALTA HAS THE POTENTIAL TO BECOME EUROPE’S LEADING SECURITISATION CENTRE 8 H F M W E E K . CO M FUND MANAGEMENT M alta is very well positioned in becoming a hub for securitisation, dematerialisation and custody of securitised assets. Despite Malta introducing a legal framework for securitisation in 2006, the financial crash meant that it was rarely used until around 2012. But there are signs that securitisation in general is gaining momentum. This is being helped by a dedicated regulated market for wholesale securities, the European Wholesale Securities Market (EWSM); a joint venture between the Irish Stock Exchange and Malta Stock Exchange established in 2012 that allows the listing of wholesale-denominated debt securities to trade on an EU regulated market. Soundly structured, securitisation is an important channel for diversifying funding sources and enabling a broader distribution of risk by allowing lenders such as banks to transfer the risk of some exposures to other banks, or long-term investors such as insurance companies and asset managers. This allows for the freeing up of part of their capital that would otherwise be taken up to cover for the risk in the sold exposures. Thereby allowing banks to generate new lending. In the European financial system, where bank lending accounts for 75% to 80% of total funding of the economy, securitisation can lead to more credit for businesses and households. Paul Mifsud joined Sparkasse Bank Malta plc in 2006 as managing director. He was instrumental in developing the bank’s business and presence in Malta and for building the investment services/wealth management division, as well as steering it to becoming a major player in fund custody in Malta. DYNAMIC LEGISLATION To further strengthen Malta’s position, an innovative piece of legislation – the Securitisation Cell Companies Regulations – was enacted on 28 November 2014. This improves investor protection by formally recognising the segregation and protection of assets allocated to segregated accounts, compartments or units within the same company. A Securitisation Cell Company (SCC) may be established for the purpose of either entering into securitisation transactions or assuming risks as a reinsurance special purpose vehicle. The SCC is a company that creates one or more segregated cells by means of a board resolution. The cells do not have separate legal personality – only the SCC does – but do have separate patrimony status; the assets and liabilities of one cell are treated as being separate from the assets and liabilities of any other cell within the SCC, and from the assets and liabilities of the SCC itself. Assets attributable to a cell are only available to the creditors of that cell and are ring-fenced from other creditors. IN THE EUROPEAN FINANCIAL SYSTEM, WHERE BANK LENDING ACCOUNTS FOR 75% TO 80% OF TOTAL FUNDING OF THE ECONOMY, SECURITISATION CAN LEAD TO MORE CREDIT FOR BUSINESSES AND HOUSEHOLDS THE SECURITISATION ACT OF MALTA The revival of securitisation in the EU is now considered to be one of the priorities of the Capital Markets Union, in particular for the refinancing of SME loans and to reduce reliance on bank funding. We believe that the Securitisation Act of Malta lends itself well for the establishment securitised structures that could fit well within the scope of the European Commission’s initiatives in this regard, and that Malta is well placed to offer cost-effective solutions for companies to raise non-bank financing. The Maltese Securitisation Act covers three main types of securitisation: asset securitisation, synthetic securitisation and whole business securitisation. The securitisation vehicle may delegate the day-today administration function to a third party, including the originator of the securitisation assets. The bank is currently playing an active role in this field especially in that of providing dematerialisation services, paying agent and custodian for the underlying assets held by the vehicle. ” THE FUTURE In terms of financing the securitisation transactions for each cell, the SCC would issue financial instruments in respect of the relevant cell, in one or more tranches; typically, these would be debt securities but it is also possible to issue shares in respect of a particular cell. Debt securities may be listed and admitted to trading on a regulated market such as the EWSM, or can be offered on a private placement basis. With the legal and regulatory framework in place, Sparkasse Bank Malta plc is starting to see interest build among asset managers for tailor-made solutions in alternative asset classes and as structures that offer administrative ease for money managers. Q H F M W E E K . CO M 9 JOBS BOARD NOW OPEN HFM CAN HELP YOU ADVERTISE AND SEARCH FOR ROLES ACROSS A RANGE OF SPECIALISMS AND LEVELS OF SENIORITY WWW.HFM.GLOBAL/JOBS FUND MANAGEMENT M A LTA 2 0 1 6 MALTA: INNOVATING THE HEDGE FUND INDUSTRY DR RICHARD BERNARD OF BE. LEGAL ADVOCATES DISCUSSES HOW MALTA BECAME SO DYNAMIC IN THE HEDGE FUND INDUSTRY T Dr Richard Bernard is a managing partner at Be. Legal Advocates and has garnered circa 10 years of hands-on experience in Maltese and European financial services regulation, company law, corporate finance transactions and mergers and acquisitions. he very fact that HFMWeek is publishing this jurisdiction-specific report is testament to Malta’s ‘coming of age’ as a European financial services centre. The growth of our asset management sector, driven by new fund set-ups and redomiciliations, has resulted in the establishment of some 600 investment funds with a combined net asset value of circa €10bn. A staggering 98% of all foreign direct investment in 2014 stemmed from financial services. Moreover, Malta was affirmed the ‘most favoured domicile in Europe’ by the Hedge Funds Review in its Service Provider Rankings in 2013 and 2014 and has retained its status as one of the most advanced global economies, ranked among the top 20 financial services jurisdictions worldwide by World Economic Forum. WHAT MAKES MALTA SO ATTRACTIVE TO FUND MANAGERS AND PROMOTERS? Malta’s solid reputation as a stable eurozone economy and a highly competitive, cost-effective and tax-efficient jurisdiction harbouring all the lifestyle luxuries of a Mediterranean island with a multi-lingual and professional workforce, has certainly contributed to Malta’s exponential growth in the sector. Couple these incentives with cuttingedge regulatory innovation and Malta’s role as a European hub for financial services starts to make a great deal of sense. Ever-evolving regulation, restrictive by design to ensure greater financial stability, is ostensibly changing the rules of the game in a way that generates new demand for innovative, yet prudent, investment products and vehicles. Since the enactment of Malta’s investment services legislation back in 1994, the Malta Financial Services Authority (MFSA), qua the sector’s regulator, has consistently demonstrated a commitment to working together with the financial services industry for the implementation of major strategic objectives. It has a view to fostering innovation through regulation which has effectively been manifested in the creation of various niche fund markets which Malta is well-positioned to service. POST-AIFMD MALTA – AN OPPORTUNITY SEIZED Few would disagree that the entry into force of the AIFM Directive has led to seemingly seismic shifts in the global hedge fund landscape, as both EU and non-EU fund managers have had to reconsider their strategic positioning in the light of new regulatory demands and market realities. Self-managed AIFs which have assets under management in excess of €100m, or €500m if the AIF is unleveraged, are required to operate within the heightened regulatory strictures of the various regulations transposing the AIFM Directive into Maltese law. Operators not exceeding the said prescribed thresholds qualify as ‘de minimis’ AIFMs. Malta was one of the first EU member states to transpose the AIFM Directive into local legislation, which is noteworthy of itself, but it is the manner of its transposition of the Directive’s ‘de minimis’ provisions which truly demonstrates its regulatory style. Consistent with this forward-looking and pragmatic approach to regulation, and driven by an ongoing endeavour to innovate, the MFSA has maintained Malta’s popular Professional Investor Fund (PIF) framework alongside the new AIF regime and, in so doing, has created niche market for ‘sub-100m funds’ which the island has excelled in servicing. While full AIFMD compliance certainly benefits larger operators, start-ups and ‘smaller’ funds may indeed be overwhelmed by the corresponding regulatory load. The PIF regime offers three different fund typologies, each based on the participating investors’ wealth and experience, with the regulatory regime being relaxed proportionally to the minimum entry threshold required from each individual investor. A PIF is fundamentally an AIF which escapes the necessity of full AIFMD compliance when structured as a self-managed fund satisfying the de minimis thresholds. Accordingly, while many EU jurisdictions have seemingly been left reeling by the AIFMD regulatory overhaul, Malta has coupled its transposition into the local legislative framework with the retention of the light-touch, more flexible PIF regime and, effectively, has guaranteed the survival of the ‘start-up’ fund, which had come to be synonymous with pre-AIFMD Malta. Moreover, the appropriate mechanisms are in place to facilitate the change from de minimis status to full AIFMD compliance once the operators feel that the associated expense and resource can be justified by the fund’s growth. THE RICC One of the more innovative vehicles added to Malta’s repertoire of fund structures is the Recognised Incorporated Cell Company (RICC) which specifically targets platform providers, in that it facilitates the creation of a RICC or ‘core’ with the sole purpose of providing standardised administrative services to any number of incorporated cells (ICs), each established within its platform structure and each duly licensed as a fund. Such administrative services largely consist of routine contractual matters and start-up support. A key advantage of a RICC platform is the ‘standardisation’ of fund documents, such that functionary agreements and regulatory consents in respect of standardised fund documentation will be in place upon the setting up of the RICC platform structure and, accordingly, a new cell or fund can be added at a fraction of the time that would H F M W E E K . C O M 11 FUND MANAGEMENT M A LTA 2 0 1 6 regulatory framework addressing the specific risks and requirements of loan funds and under which Maltese funds can provide finance to unlisted companies and SMEs and acquire portfolios of loans. In terms of the rules, loan funds may be established as PIFs or AIFs targeting ‘professional investors’ and are to be structured as unleveraged closed-ended schemes which will invest through loans solely and exclusively to unlisted companies and SMEs. Fund managers are expected to establish and implement various policies and procedures including a credit risk strategy proportionate to the scope and sophistication of the loan fund’s activities and an appropriate liquidity management system. In July, 2015 the MFSA clarified that loans to households or individuals that have been originated by credit institutions may indeed be acquired by a loan fund under the applicable conditions established by the Loan Fund Rules. The current EU regulatory environment has led banks to limit SME financing activities which has resulted in an opportunity to be seized by alternative fund managers and institutional investors. be required were the fund to be established from scratch as a ‘stand-alone’ entity. Notably, from a legal and asset planning perspective, an IC is endowed with separate legal personality. The key legal principle in this respect is that assets and liabilities of each IC are distinct and ‘ring fenced’ from those of other ICs within the platform and the RICC itself. Whilst the RICC platform structure has also proven to be beneficial for larger funds, it is particularly relevant to start-up and ‘smaller’ funds to the extent that it offers an ‘incubation’ style set up. Indeed, in view of the increased cost and resource brought about by the AIFM Directive and other EU-wide regulatory reform, the RICC model is looking increasingly attractive as it allows several funds to co-exist under a single, service-providing platform. MALTA WAS AFFIRMED THE ‘MOST FAVOURED DOMICILE IN EUROPE’ BY THE HEDGE FUNDS REVIEW IN 2013 AND 2014 AND HAS RETAINED ITS STATUS AS ONE OF THE MOST ADVANCED GLOBAL ECONOMIES PRIVATE EQUITY AND LOAN FUNDS The past couple of years have seen Malta muster considerable interest as a domicile of choice for private equity and venture capital fund managers. Recent changes to Malta’s already flexible limited partnership framework, which changes were geared primarily towards ensuring that the applicable Companies Act provisions would facilitate the structuring of private equity funds as limited partnerships, have inter alia clarified the extent to which limited partners can participate in the management of the partnership without losing their ‘limited liability’, a particularly relevant consideration in the context of investment committees. Moreover, Maltese limited partnerships are afforded separate legal personality. Combine this with Malta’s unrivalled cost and tax incentives and an extensive network of double taxation treaties and Malta’s foray into the global private equity space becomes somewhat clearer. Malta’s solid housing of private equity investment activity is further bolstered by the recently introduced loan funds regime comprising a set of rules applicable specifically to such funds. Which effectively provide for an ad hoc 1 2 H F M W E E K . CO M ” THE WAY FORWARD Despite the turbulence, and subsequent regulatory overhaul, that has rocked global markets over the course of the past years, Malta’s fund industry has managed to secure consistent growth. Going forward, the outlook appears bright insofar as the jurisdiction continues to leverage its unique selling points by fostering innovation through regulation, promoting unparalleled efficiency and incentivising compliance. Of course, the ever-increasing regulatory load inherent in this industry means that proper preparation and careful selection of professional advisors will be paramount for operators to correctly implement a structure which suits their requirements. Q Start your own Professional Investment Fund for a fraction of the normal cost of a traditional Fund Providing complete umbrella structures either from Cayman or our European SICAV based in Malta For further information regarding these new fully regulated and licensed fund services, please contact :- Sales & Marketing: Derek Adler [email protected] Group Headquarters: Sam Bratchie [email protected] M A LTA 2 0 1 6 THE RIGHT TOOLS FOR THE JOB FENECH & FENECH ADVOCATES PARTNERS, DR JOSEPH GHIO AND DR JOSIANNE BRIMMER, OUTLINE THE VERSATILITY OF THE MALTESE REGULATORY FRAMEWORK FOR INVESTMENT FUNDS M alta joined the European Union in 2004 and holds one of the best records among member states for the timely transposing of EU directives across all sectors. Malta is a civil law jurisdiction, with a civil code based on the French Code Napoléon. Having been a British crown colony for almost 160 years, before gaining independence in 1964, Malta has historically mirrored English law on corporate and financial services law. Joseph Ghio is a partner at Fenech & Fenech Advocates where he coheads the financial services and aviation departments. His practice areas include aviation, M&A and asset finance, as well as banking, insurance, and investment services. He is widely recognised for his expertise in investment funds and remains a well-known figure in financial services. Josianne Brimmer is a partner at Fenech & Fenech Advocates working principally within the international practice and financial services departments. Her practice areas include M&A and asset finance, as well as funds and investment services. Prior to rejoining the firm in 2014, she spent seven years as in-house counsel with European hedge fund managers. 14 H F M W E E K . CO M BEST OF BOTH WORLDS Malta was ranked first by the European Commission for the timely implementation of the EU internal market rules into national law, and thirteenth by the World Economic Forum for the soundest banking system. Malta remained stable in the face of the global financial crisis, and has, over recent years, continued to grow in recognition as a jurisdiction of choice for fund and fund manager set-ups. From one fund in 1995, the Malta Financial Services Authority (MFSA) currently regulates over 900 funds (including sub-funds) and over €9bn of AUM across Malta domiciled funds. Malta’s hybrid legal system enables versatile solutions across different legal forms used for collective investment, ranging from the investment company to the trust, from the partnership to the cell company. FLEXIBLE AND ROBUST Fund promoters looking at Malta have an array of choices as to the format and regulatory regime for their funds. The Maltese regulatory regime acknowledges that not all investors, and therefore not all funds and fund promoters, have the same investment requirements and risk appetites and the regulatory framework is designed around the idea that there is no ‘one-size-fits-all’ model. Malta provides for the setting up of both licensed and recognised funds across retail and professional investor types. Although the vast majority of Maltese schemes are set up as open-ended investment companies with variable share capital (SICAVs), other legal forms are also available to better accommodate the different set-up and structuring requirements promoters and their investors. Close-ended investment companies with fixed share capital, contractual funds, limited partnerships, incorporated cell companies and unit trusts can all be set up and licensed as funds, a testament to the versatility of our hybrid legal system. Promoters would also need to determine which regulatory framework would apply to their funds, the type of investors to which they can be available, the applicable marketing rules and passporting opportunities, who can be the service providers involved, depository considerations, in other words whether the scheme would be a Ucits, an AIF, a PIF, self-managed or third-party managed. The Maltese Investment Services Act requires collective investment schemes issuing or creating units or carrying on any activity in or from Malta to be in possession of a licence issued by the MFSA. A scheme set up in terms of Maltese law wanting to carry on any activity from any country or territory outside of Malta is also required to be licensed by the MFSA. While within the retail space, Malta caters for the setup and licensing of both Ucits and non-Ucits schemes. In the case of professional investors, the Maltese regulatory regime caters for the setting up of Alternative Investment Funds (AIFs) in terms of the Alternative Investment Fund Managers Directive (AIFMD), as well as Professional Investor Funds (PIFs) licensed and regulated by the Investment Services Rules for Professional Investor Funds issued by the MFSA. Both AIFs and PIFs can be set up as both externally managed or self-managed schemes, with the regulatory requirements applicable to the scheme varying accordingly. The determination of whether to set up a scheme as an AIF or a PIF depends principally on the prospective or current total assets under management of the manager, or of the scheme itself where this is self-managed. Where the assets under management exceed the thresholds established by the AIFMD, the scheme would have to be set up as an AIF. Where the assets fall within the de minimis thresholds under the AIFMD, the scheme can be set up either as an AIF, or as a PIF. Where the scheme is externally managed, and where the manager is a fully-fledged Alternative Investment Fund Manager (AIFM) in terms of the AIFMD and established in the EU, the scheme would have to be set up as an AIF; where, on the other hand, the manager is established as a de minimis EU AIFM, the Maltese scheme would have to be set-up as a PIF. Third country (non-EU) managers have the option to set up either a Maltese PIF or an AIF, subject to compliance with special provisions applicable to nonEU AIFMs managing EU AIFs. PIF FLAVOURS The option available in terms of the Maltese regulatory regime to also allow for the establishment of licensed PIFs gives promoters further flexibility, particularly in the initial stages of fundraising of smaller funds. While the PIF regulatory regime provides for a robust scheme set-up, and will always require that directors and officers satisfy the MFSA ‘fitness and properness test’, since these schemes are targeted at professional investors, the applicable rules, LEGAL particularly with respect to investment restrictions, and the appointment of service providers, become less restrictive as the minimum entry-level investment by a subscriber increases. PIFs targeting extraordinary investors where the minimum initial investment is set at €750,000, are therefore not subject to any investment or borrowing restrictions, save those laid down in the offering documentation, and are not required to appoint a custodian. Similarly, PIFs targeting qualifying investors where the minimum initial investment is set at €75,000, are, where they do not invest in immovable property, not subject to any investment or borrowing restrictions (the exceptions being those laid down in the offering documentation). PIFs are not required to appoint a custodian, subject to having to implement other proper safe-custody arrangements with respect to the assets of the scheme. This degree of flexibility allows promoters to establish smaller schemes which may, at least initially, be set up as PIFs, and then transition to the AIFM regulatory regime without losing any track-record, as the assets under management increase, and the scheme is large enough to support the relative higher costs of such a set-up. The Maltese regulatory regime also caters for a recognition process in respect of private collective investment schemes. Where, amongst others, scheme is private in nature and purpose, limits the number of participants to 15 individuals who are close friends or relatives of the promoters (or entities owned by them which are merely investors). The scheme may apply to the MFSA for recognition as a private collective investment scheme, which will not require a fully-fledged licence in terms of the Investment Services Act. MALTA’S HYBRID LEGAL SYSTEM ENABLES VERSATILE SOLUTIONS ACROSS DIFFERENT LEGAL FORMS USED FOR COLLECTIVE INVESTMENT ” ACCESSIBLE AND EFFICIENT The registration and licensing process is straightforward and, with the support of internationally well-respected legal and accountancy professionals, can be handled efficiently. The MFSA remains an accessible regulator, ready to meet with promoters, and while uncompromising on principles and enforcing applicable rules, it strives to be open to developments and, where possible, to assist promoters in seeing their projects through in a timely way. Q H F M W E E K . C O M 15 FINANCIAL SERVICES M A LTA 2 0 1 6 THE POTENTIAL OF LIMITED PARTNERSHIPS ANDRÉ ZERAFA OF GANADO ADVOCATES STUDIES THE MALTESE LIMITED PARTNERSHIP AS A VEHICLE FOR PRIVATE EQUITY AND VENTURE CAPITAL STRATEGIES O André Zerafa heads GANADO Advocates’ investment services and funds team, specialising in structuring and establishing alternative investment funds and retail funds. André advises promoters on corporate and regulatory matters, including capital raising issues, and he is involved in setting-up asset management firms, administrators, custodians, prime brokers and advisers. ne of the primary considerations for any fund promoter is the choice of corporate structure for the collective investment scheme which will be used to raise capital and eventually make investments. The structure would need to tick several boxes particularly in relation to investor rights, control, voting, the management structure, investment period and last but not least taxation. The limited partnership structure, which is available in Malta, ticks all these boxes. Limited partnerships were originally introduced back in 1962 through the Commercial Partnerships Ordinance; however, it was only in 2003 that the legislator felt the need to cater for limited partnerships which have collective investment as their main or sole objective. The changes brought about in 2003 were welcome but not sufficiently detailed in order to cater for a structure which has developed certain legal complexities over the years, especially in Anglo-Saxon jurisdictions. The need for more bespoke corporate regulation for limited partnerships was partly addressed when a whole new schedule – the Tenth Schedule – was added to the Maltese Companies Act which catered exclusively for investment funds set up as limited partnerships. The Tenth Schedule was reviewed further and refined, also with the assistance of international legal consultants in 2014. These latest changes placed Malta on the proverbial map as a domicile where limited partnerships can be incorporated with the flexibilities normally encountered by Anglo-Saxon fund promoters which have been at the forefront of using limited partnerships as collective vehicles for private equity and venture capital investments. MAIN FEATURES OF THE MALTESE LIMITED PARTNERSHIP The Maltese limited partnership has separate legal personality from that of its partners and can contract in its own name albeit represented by the general partner. Whilst the limited partnership itself would be subject to licensing by the Malta Financial Services Authority in view of the fact that it would qualify as a collective investment scheme (all types and forms of funds are subject to licensing barring a handful of specific exceptions), the general partner would not be regulated in its own right unless it is providing management services to the limited partnership. The general partner is typically set up as a Maltese private limited liability company and this further enhances the substance of the fund in Malta. Nevertheless, the legislation allows the general partner to be incorporated anywhere else. The LP can be either divided into shares or else can issue partnership interests. In both cases, these would qualify as units for the purposes of defining an investor’s H F M W E E K . C O M 17 FINANCIAL SERVICES M A LTA 2 0 1 6 ownership interest in the partnership. As in any other partnership structure, the liability of the limited partners is limited to the investments which they make whereas that of the general partner is unlimited. The acts of general management and administration of the partnership would be vested in the general partner. The GP would act in the name and on behalf of the partnership in the delegation of specific functions to fund managers, administrators and depositaries, or else fulfil the investment management function itself and at times the administration function too. However any limited partner can be provided with a specific power of attorney to perform certain acts on behalf of the partnership. Although the GP is responsible for the partnership’s general management and representation, the limited partners can still be given certain veto rights and can also form part of advisory boards or committees which would provide them with a level of participation in the operations of the partnership. The GP is also bound by certain fiduciary obligations towards the partnership and would require the express approval of the other partners (normally catered for in the deed of partnership) to carry on business on its own account or on account of others in competition with the partnership, act as general partner or director of another entity competing with the partnership, or deal with the partnership’s property in any way other than as permitted by the deed of partnership. The Tenth Schedule renders the rights of limited partners subject to what is stated in the deed of partnership. However, it provides limited partners with basic rights of inspection of books of account and records, albeit such rights can be curtailed further in the deed. Limited partnerships can also issue fractional shares and can accept non-cash contributions from investors. These aspects would normally be regulated by the deed of partnership and the offering memorandum. MULTI-FUND AND MULTI-CLASS It is also possible for a limited partnership to have segregated sub-funds which would have separate investment objectives where the assets and liabilities of each subfund would constitute a separate patrimony, although the sub-fund would not have separate legal personality which would remain vested in the limited partnership as a whole. On the other hand, a partnership which is issuing shares can also have different classes of shares which are all exposed to the same pool of assets, in which case there is no segregation of liability between one class of shares and another. FIXED OR VARIABLE CAPITAL PARTNERSHIPS Partnerships are allowed to have either fixed capital or variable capital. This is a reflection of other corporate options available under Maltese company law in the form of the SICAV (variable capital company) and the investment company (fixed capital company). These features have been incorporated within the limited partnership law in order to provide partnerships with 18 H F M W E E K . CO M options on their capital structure. One would expect fixed capital partnerships to be preferred over variable capital ones if there is no redemption mechanism embedded in the structure and hence it is investors’ expectation to remain invested for a certain period of time; however both are possible. In fact, the legislation caters for both open ended and closed ended partnership structures. CORPORATE FILINGS AND REPORTING All corporate filings relating to the limited partnership would be submitted with the Malta Registrar of Companies, which is the public depositary of all corporate documents relating to the partnership. The legislator recognised the importance of retaining a certain level of confidentiality, especially in relation to the commercial terms negotiated with investors. In fact, the filing of the deed of partnership is not required and, instead, the partnership can file a partnership registration document containing basic details such as the name and residence of the general partner, the name, registered office and objects of the limited partnership, and indicating whether the capital of the partnership is variable capital or fixed capital. Limited partnerships are also bound to file audited financial statements which are produced in accordance with International Financial Reporting Standards. An important point to note is that the identity of limited partners is not in the public domain and the corporate filings are not required to identify the limited partners, but only the general partner/s. THE MALTESE LIMITED PARTNERSHIP PROVIDES ALL THE ELEMENTS OF A ROBUST CORPORATE STRUCTURE WITHIN A REGULATED FRAMEWORK ” DISSOLUTION AND WINDING UP The law provides extensive detail on the dissolution of limited partnerships and the various ways in which this can be achieved. The provisions on dissolution and winding up generally reflect the provisions which apply to companies such as those relating to dissolution by the court, or by creditors of the partnership, the manner in which the dissolution is conducted and the circumstances in which a partnership can be dissolved. CONCLUDING REMARKS We are of the view that the Maltese limited partnership provides all the elements of a robust corporate structure within a regulated framework enjoying all the hallmarks of tax transparency, where required, confidentiality where this counts while ensuring full transparency towards investors and the regulator. This structure has been sparsely used over the years, however, the improvements made in 2014 have placed limited partnerships on a par with the SICAV, which remains the most widely used corporate vehicle in Malta. We expect the use of limited partnerships in Malta to increase in the short to medium term in view of the initiatives being taken by the European Commission on the introduction of harmonised rules for venture capital funds and long term investment funds, where limited partnership structures could be well suited for such strategies. Q M A LTA 2 0 1 6 WHERE TO DO YOUR BUSINESS IVAN GRECH, HEAD OF BUSINESS DEVELOPMENT AT FINANCEMALTA, EXPLAINS WHY MALTA IS GOING FROM STRENGTH TO STRENGTH IN THE HEDGE FUND INDUSTRY Ivan Grech is the head of business development at FinanceMalta, the promotional arm of the financial services industry in Malta. Working in marketing management roles for more than 20 years, he has gained experience in various industry sectors ranging from private healthcare to the automotive business. HFMWeek (HFM): It is almost nine years since FinanceMalta was founded. What level of growth has Malta’s fund industry seen in that time? Ivan Grech (IG): Since the establishment of FinanceMalta the financial services sector in Malta has seen some remarkable and robust growth, expanding at around 25% annually, with the sector now a major force in Malta’s economy, contributing approximately 13% to GDP in 2014. While the fund industry was set up in Malta in the 1990s, it only experienced meaningful growth with the island’s accession to the European Union in 2004. Despite the turbulence of global markets, Malta’s ascent into an international centre of repute has been one of the fastest and most remarkable stories in recent times, growing at a much faster rate than many industry professionals had ever anticipated. Over the last few years it has risen up the ranks on the list of top European fund domiciles, and regularly receives high rankings in benchmarking reports. Malta was named ‘most favoured domicile in Europe’ for investment funds in the Hedge Funds Review Service Provider Rankings in both 2013 and 2014. Malta is now attracting increasingly sophisticated asset management activities with an accompanying steady year-on-year growth in the number of domiciled funds. Today the island is estimated to have a market share of 20% of the EU’s fund business comprising over 600 investment funds with a combined net asset value of approximately €10bn. million people in 28 EU economies. Malta’s central location in the Mediterranean and its frequent air connections allows for access to all major European business centres in only a few hours. It is also in a convenient time zone to do international business, as it is only one hour ahead of GMT, thus matching office hours with Europe throughout the day, Asia in the morning and the US in the afternoon. Malta also offers great cost advantages as a finance centre, with low operational overheads, a fiscally efficient framework through its tax-friendly base, low living expenses, competitive personal tax rates and overall great value for money when considering the skills and expertise present in the Maltese market when compared to the rest of Europe and other leading jurisdictions. AS IT IS ONLY ONE HOUR AHEAD OF GMT, MALTA CAN DO BUSINESS WITH EUROPE THROUGHOUT THE DAY; ASIA IN THE MORNING AND THE US IN THE AFTERNOON HFM: What does Malta offer funds with regard to the availability of service providers and expertise? IG: The island’s support services are first class, efficient and offer cost-effective solutions to fund administration. Service companies in Malta have developed expertise and have proven track records in key areas such as listing, custody, administration and management of funds through professionals of the same calibre of those in London, Dublin or Luxembourg. While funds registered in Malta are not required to appoint a local administrator, the exorbitant growth of the fund industry has attracted increasing numbers of fund administrators to set up on the island. Currently 27 entities are recognised by the Malta Financial Services Authority (MFSA) and include local as well as global institutions such as Valletta Fund Services, Apex, Customs House, Praxis, IDS Group, Calamatta & Cuschieri, Alter Domus, Heritage, TMF and Amicorp. Services fund administrators usually provide are post-trade services; pre-settlement trade processing and support, position and trade reconciliation; and risk ” HFM: How important is Malta’s proximity to Europe in its offering as a jurisdiction? IG: Malta’s entry into the EU in 2004, and the eurozone in 2008, makes Malta a stepping stone to markets in Europe. Passporting rights that allow companies to establish a branch or provide services in any other European countries mean that establishing a business in Malta provides instant access to the EU’s internal market of more than 500 20 H F M W E E K . CO M FUND SERVICES management reporting. They also offer NAV calculation, reconciliations, pricing of the investment portfolio, payment of bills, transfer agency, preparation of financial statements and fund accounting, performance and compliance reporting and preparation of contract notes. HFM: What role have the government and regulator played in creating a strong environment for the hedge fund industry? IG: The regulator, the MFSA, is renowned for performing its regulatory function in a constructive and helpful manner. Their open door policy and accessibility for face-toface meetings with fund promoters are the basis for relationships of value and benefit to all parties. Part of Malta’s success as a fund domicile is due to the fact that even though it has a robust regulatory framework, the licensing process through MFSA is quick, thorough and efficient. The MFSA has been at the forefront of new legislation that has attracted new business to the island including the introduction of specialised regimes such as Professional Investor Funds. The Maltese government is cognisant of the importance of business success to the nation’s prosperity and is committed to liberal economic policies in a well-regulated but open business environment. Through the implementation of the right legislative and regulatory framework, it has encouraged an optimum environment for the financial services industry to grow and prosper. HFM: What is being done to maintain and build upon Malta’s position as a jurisdiction of choice for the industry over the coming years? IG: Malta’s commitment to the development of a transparent, well-regulated financial sector is clear from the work it has recently done to introduce new legislation, establish international partnerships and nurture an appropriate infrastructure. All parties including the government, the regulator and practitioners within the industry are committed to ensuring that Malta’s unique advantages remain strong, while safeguarding its reputation as a strong jurisdiction in order for its fund industry to continue on its growth course and win business from competing jurisdictions. The future looks very promising for Malta to become an EU domicile of choice, and the country also provides distribution opportunities to other countries such as China, India, Hong Kong and the US, areas where FinanceMalta are focusing their marketing efforts. With the full extent of regulatory developments, such as the AIFM Directive and Ucits IV Direction, which brought about the management passport for fund managers known and established, Malta hopes to see a significant migration of funds and service providers to the island. Another area of potential growth that is also being addressed is Islamic banking and the establishment of Shariah compliant funds, such as Sukuk funds, in Malta. Q H F M W E E K . C O M 21 M A LTA 2 0 1 6 MALTA’S SUCCESS STORY JOSEPH CAMILLERI OF VALLETTA FUND SERVICES EXAMINES MALTA’S CENTRAL ROLE IN THE CAPTIVE INDUSTRY AND WHAT WE CAN EXPECT IN THE COMING 12 MONTHS Joseph Camilleri joined Bank of Valletta Group in 1985, occupying various managerial and executive roles within the group, including representing it in Italy for seven years. He joined Valletta Fund Services in 2007 where he currently heads the business development division. HFMWeek (HFM): In terms of crucial developments in Malta’s captive industry, which were the most instrumental in 2015? Joseph Camilleri (JC): One first needs to look at, and define captive industry. Given VFS’s business in the funds field, I will of course limit myself to the funds segment, as a subset of the financial services sector, which in itself has developed into an enabler of the Maltese economy. Malta’s positioning in the funds sphere has largely been driven and influenced by the country’s core success factors in establishing itself as an ideal EU fund domicile. Undoubtedly, the small and nimble nature of what makes up Malta in this sector, has enabled the jurisdiction to present itself to the outside world as a pro-business domicile, with a predominant can-do mind-set permeating the industry. Adding to this, the inbuilt flexibility within a robust regulatory framework catering for all typologies of investors (from retail to institutional investors), as well as addressing the needs of investment managers in terms of own specialisations in investment management. Malta strengthened its position during 2015 as a domicile for funds investing in real and hard-to value assets, high frequency trading funds, and hedge funds in general. Malta’s cost competitiveness has also contributed to further sustained growth of the sector through attracting small-to-medium sized fund managers following a myriad of investment strategies, including the Ucits retail segment. Time-to-market considerations, there again have aided the domicile to reinforce its image of efficiency; no doubt a much sought after trait by fund managers. 2015 was also characterised by strong growth in the fund management field, particularly in the AIFMD realm. Full scope AIFMs carrying out risk management activities in Malta (with outsourcing arrangements, in some cases, of the investment management function to out-of-scope managers in other domiciles) has given a new dimension and definition to Malta’s captive market in the funds industry. HFM: How does Malta’s regulator, the MFSA, work with the industry to ensure an appropriate and effective regulatory regime? JC: The financial services industry’s success in Malta has largely been underpinned by the strategic alliance between the authorities (government and regulatory bodies), and the industry players. This has been a fundamental feature for Malta to make inroads into a highly competitive market place, dominated by big EU players, like Luxembourg and Dublin. Such an alliance ensured that adoption of EU-wide regulation in the funds sector, as well as the coming into being of home grown regulation, took into consideration the realities of Malta, as well as the country’s economic stated mission (that being, to present itself as an attractive alternative EU domicile for funds and fund managers). In order to ensure that such alliance is an 22 H F M W E E K . CO M effective one, rather than a clichéd marketing blurb, ongoing fora for regulator-industry brainstorming and exchange of ideas, information, suggestions have been a constant ever since the island set its declared objective cited above, in terms of it becoming a viable and sought after domicile for fund related business. The AIFMD was transposed into local legislation within the EU set time frames; likewise, a new regulatory rule book was introduced to cater for alternative funds managed by full scope AIFMs. This did not however imply a turning of the page for Malta’s erstwhile regulatory framework for alternative funds. In effect, the Professional Investor Fund (PIF) rule book, that had been with us since 2000, and which has been the main contributor to the creation and sustained growth of the alternative funds sector in Malta, was retained alongside the newly introduced AIF rule-book mentioned earlier. Thanks to the industry’s feedback to the regulator, and to MFSA’s own receptiveness of the industry’s views, Malta now caters for different categories of fund promoters according to their categorisation. This ensures that whilst the island competes on a level playing field with other EU domiciles in the alternative space, it provides too alternative (and less rigid) solutions to fund promoters. HFM: What does Malta offer the redomiciliation market with regard to the availability of skills and services? And what further advancements can we expect to see from Malta’s redomiciliation industry in 2016? JC: Redomiciliation of companies from and to Malta has been a legal and effective reality since 2002 with the introduction of the Continuation of Companies Regulations within Malta’s Company’s Act. This piece of regulation within the mentioned Act has enabled hundreds of corporate entities to ‘change’ their address from a foreign one, to one based in Malta. For well over a decade or so, the provisions of the regulation were widely resorted to by companies based in different domiciles and operating in various economic sectors, which opted to redomicile to Malta. In the main, during this period, such entities operated in unregulated fields, ranging from holding companies, to general trading, to property related activities, to shipping, and others… In more recent times, regulated entities, particularly offshore collective investment schemes have also, thanks to the same regulation, redomiciled to Malta (and attained MFSA’s licences in the process). Of particular interest, and I’d add what differentiates Malta’s redomiciliation regulation to similar rules in other domiciles, is that Malta’s Continuation of Companies Regulations cater for the possibility of redomiciling of companies both into and out of Malta, rather than just allow incoming business, thus providing the necessary flexibility for further redomicilations out of Malta, in the eventuality FUND MANAGEMENT (unlikely as it may be) that the market and business conditions in Malta take a negative turn. Such has contributed to a spate of redomicilations of collective investment schemes from offshore domiciles to Malta; in some cases, redomiciling into Ucits platforms, thence passported into other EU markets for distribution purposes. Given the fiscal treatment in some EU countries on capital gains derived from offshore investments, coupled by the growing investor awareness of risks associated with less regulated jurisdictions, as well as the active marketing potential for onshore funds (as opposed to the limited market accessibility for offshore funds), it augurs well for the continued development of this market segment during 2016. legislative overhaul that redefined Malta’s mission, converting it from an offshore domicile, to an onshore concept, based on best practices as adopted by the EU member states. This paved the way for Malta’s eventual accession to the EU that came about in 2004. Essentially aligning itself with the rest of the EU, Malta turned the page in the financial services world. The offshore legacy, albeit short lived, to some extent stuck…conceptually. One might ask why this has been the case. Is it due to Malta’s physiognomy, it being a sunblessed small island surrounded by crystal-clear waters, which is reminiscent of the Caribbean offshore concept? Perhaps, but maybe not! Malta’s pro-business approach, the regulator’s accessibility, the flexibility inbuilt within its robust regulatory framework, the competitive cost nature, and other such characteristics generally associated with offshore domiciles, have in my view, to some extent contributed to the legacy referred to earlier. This has thus placed Malta in a win-win situation, whereby it marries the predominant culture of highly regulated financial domiciles (as is the case in the entire EU context), to the ‘quick-on-the-ball’, flexible and accessible concept as prevailing in the offshore world. Such a combination has been a major positive component in attracting fund business from European-based fund promoters. Q 2015 WAS ALSO CHARACTERISED BY STRONG GROWTH IN THE FUND MANAGEMENT FIELD, PARTICULARLY IN THE AIFMD REALM HFM: In conjunction with its ideal location in the continent, how much does the relationship between Malta and Europe factor into the country’s financial success as a captive jurisdiction? JC: Malta’s mission as a financial services domicile dates back to the late 1980s. At the time, Malta positioned itself as an offshore centre, with the enactment of the MIBA Act. This was a rather brief experience in view that the country applied for EU membership in 1990, which essentially necessitated Malta’s adoption of the Acquis Communitaire. Among others, in 1994, a paradigm shift in Malta’s financial services mission occurred, through an extensive ” H F M W E E K . C O M 23 DATA GIVING HFM MEMBERS ACCESS TO GLOBAL INDUSTRY INTELLIGENCE THROUGH +HedgeCheck +ComplianceCheck +AllocatorCheck +VendorCheck WWW.HFM.GLOBAL/DATA LEGAL M A LTA 2 0 1 6 THE DEPOSITARY PASSPORT DEBATE DR LOUIS DE GABRIELE AND DR ANDREW CARUANA SCICLUNA OF CAMILLERI PREZIOSI DISCUSS THE DECISIVE FACTORS BEHIND THE DEPOSITARY PASSPORT AND WHY ITS ARRIVAL WOULD BE GROUND-BREAKING T Dr Louis de Gabriele currently heads the corporate and finance practice group at Camilleri Preziosi, which includes the asset management and investment services units of the firm. Dr Andrew Caruana Scicluna’s main areas of practice are asset management, investment funds and investment services regulation. he absence of a European passport for depositaries is one of the few remaining impediments to the cross-border activity of AIFs and Ucits and haemorrhages the concept of the European single market. Until now, the leading argument against its introduction has been entrenched in the supposition that a depositary passport should not be introduced before depositaries’ responsibilities, duties and liabilities are harmonised across the EU. Whilst divergences pervaded EU national laws on depositary regulation, the absence of a depositary passport could have been justified. However, in the postUcits V/AIFMD environment, and in view of the high standards to which depositaries are now regulated, this argument is no longer valid. Introduction of depositary passport is a necessary development in the evolution of the European investment fund industry. In its absence, there is a risk of a lack of competition amongst depositaries which could result in heightened systemic risk. Further, the lack of a depositary passport is (in the view of these authors) untenable in light of the current position under the AIFMD and represents a breach of the principle of freedom of movement of services. FREEDOM TO PROVIDE SERVICES ACROSS BORDERS The introduction of a depositary passport is a delicate matter which is posited at the intersection of two important objectives: the unhindered cross-border mobility of entities within the EU/EEA; and the requirement to safeguard investors’ interests. The introduction of a depositary passport would, in these authors’ view, fulfil these objectives. The freedom to provide services across borders (which is protected under Article 56 of the TFEU) is a central underpinning of the internal market and is key to its effective functioning. On the basis of this principle, if depositaries consider that they could benefit from providing their services across borders, this right should be protected under the TFEU. Indeed, should depositaries be allowed to transcend European borders when providing their services, the internal market will be fortified and the protection of investors enhanced as a result of increased competition. Notably, the introduction of a depositary passport could enable depositaries to challenge local market leaders by offering their services across Europe. This will have a ‘disciplining effect’ on custodians, who, afraid of losing ‘local’ clientele, may need to shift towards more productive patterns and possibly even revise their fees in order to maintain competitiveness. Additionally, this will also provide Ucits and AIFs with a larger selection of depositaries, all of which are regulated to high standards in terms of the AIFMD and Ucits V. This should allow funds to obtain the best services at the lowest cost possible. Moreover, via the introduction of a passport for depositaries, managers would be permitted to use the same custodian for all funds – irrespective of their domicile – which could in turn mean that managers may be able to negotiate more favourable terms for investors on the basis of economies of scale. INCREASE IN SYSTEMIC RISK The failure to introduce a depositary passport (and the implications arising from this failure) should not be considered in a vacuum. The imposition of strict liability on custodians by the AIFMD and Ucits V has, from a practical standpoint, led to an increase in depositary fees, and has also prompted some banks to discontinue their offering H F M W E E K . C O M 25 LEGAL M A LTA 2 0 1 6 of depositary services. Further, because of the increased risk inherent in the provision of custody services in the post-AIFMD/Ucits V regulatory architecture, some depositaries are presently refusing to provide services to smaller funds, where such depositaries consider the opportunity to generate revenue streams from servicing such funds to be outweighed by the possible risks to which they will be exposed. Such funds may, in these situations, have no choice but to stop operating as AIFs or Ucits as they will be required to appoint a custodian located in their own jurisdiction. If no onshore custodian is willing to provide such services to the AIF or Ucits, the fund will be forced to cease operations, as it will not be able to appoint a depositary located in another European jurisdiction. As a result, investors may opt to shift their monies into Ucits and AIFs that have greater levels of assets under management. In turn, investor cash previously spread across several funds could be concentrated in a contracted universe of Ucits/AIFs. Ultimately, this will increase the systemic importance of these funds, as the failure thereof could result in losses to a greater number of investors. Furthermore, investors who have a greater appetite for risk may invest directly in the underlying financial products (if the fund in which it is investing is forced to close down its operations due to the absence of a local custodian to provide services thereto). In a financial ecosystem without funds as risk buffer, the risk of loss would be heightened. Indeed, Ucits and AIFs are managed by qualified investment managers which are better equipped to take investment decisions than investors acting individually. It is paradoxical, therefore, that imposing strict liability on depositaries may detract from the standard of protection afforded to investors. However, it is the views of these authors that the introduction of a depositary passport would function to suppress these negative externalities by permitting smaller funds to look overseas to the appointment of a foreign depositary where none are available locally. This will allow them to remain in operation, hence retaining investor monies scattered across a wide array of investment vehicles. WHILST DIVERGENCES PERVADED EU NATIONAL LAWS ON DEPOSITARY REGULATION, THE ABSENCE OF A DEPOSITARY PASSPORT COULD HAVE BEEN JUSTIFIED 26 H F M W E E K . CO M ” INCONSISTENCY WITH AIFMD In addition to the above, and in view of the current position under the AIFMD, the requirement for the depositary be located in the same member state as the fund whose assets they have custody over no longer holds water. Indeed, in the case of AIFMs managing third country AIFs, AIFMs may appoint a depositary: in the third country where the AIF is established; in the home member state of the AIFM managing the AIF; or in the member state of reference of the AIFM managing the AIF. The AIFMD therefore allows a depositary passport through the backdoor for AIFMs managing non EU-AIFs. On this basis, the reason as to why the AIFMD and the Ucits framework would negate the right for European depositaries (most of which are credit institutions regulated to the highest of standards under the capital requirements directive) is indefensible and hard to digest. Q structured for success Exceptional Growth for Malta’s Fund Industry For two consecutive years, Malta has been coveted with Europe’s ‘Best Domicile’ award at the Hedge Funds Review 13th European Fund of Hedge Funds Awards 2014. This success was made possible by Malta’s highly favourable business environment. This includes the role played by the island’s Single Regulator, renowned throughout the industry for its flexibility coupled with meticulous attention to detail. The island’s highly competitive, cost-effective business environment and the presence of all the Big Four accounting firms adds even further advantage. An onshore EU jurisdiction allowing passporting and redomiciliation of funds, with an efficient fiscal regime, a balmy Mediterranean climate and a multilingual, ethical and professional workforce, Malta offers a winning combination of advantages specifically designed to foster further growth and maximise success. more information on: ZZZÀQDQFHPDOWDRUJ (IIHFWLYH_6HFXUH_6NLOOHG Find us on: FinanceMalta @FinanceMalta FinanceMaltaYT FinanceMalta FinanceMalta - Garrison Chapel, Castille Place, Valletta VLT1063 - Malta | info@financemalta.org | tel. +356 2122 4525 | fax. +356 2144 9212 )LQDQFH0DOWDLVWKHSXEOLFSULYDWHLQLWLDWLYHVHWXSWRSURPRWH0DOWDҋV,QWHUQDWLRQDO)LQDQFLDO&HQWUH YOUR TRUSTED LEGAL ADVISERS IN MALTA GANADO Advocates holds an unequalled reputation in the Maltese legal market for advice in relation to investment services regulation. Our dedicated Investment Services and Funds team advises investment funds of all types at all stages of their life-cycle as well as asset management firms, family offices, custodians and fund depositaries, broker dealers, advisers and sponsors. We advise on the full range of investment services regulatory matters, including aspects of ongoing compliance with Maltese and EU requirements. We also advise on specific regulatory issues such as re-organisations, investment services solicitation and fund distribution with a cross-border dimension. The team has been particularly active over the years in assisting clients with mergers and acquisitions with an international or a local dimension, as well as with representing clients in litigious issues relating to their investment services activities. 171, OLD BAKERY STREET VALLETTA VLT 1455, MALTA T. (+356) 2123 5406 F. (+356) 2122 5908 E. lawfi[email protected] ganadoadvocates.com FUND SERVICES M A LTA 2 0 1 6 MALTA STOCK EXCHANGE’S CONTINUING DEVELOPMENT CLIFF PACE OF MALTA STOCK EXCHANGE OFFERS A UNIQUE INSIGHT INTO THE ADVANCEMENT OF MALTA’S CAPITAL MARKET AND WHAT WE CAN EXPECT TO SEE IN THE NEAR FUTURE T here is a lot to be said about the resilience of traditional banking services built on cautious and solid foundations in the economic environment. Alongside this is the level of access to finance that companies have as a result of a well-developed and solid banking infrastructure as well as a well-regulated and liquid capital market, giving companies the choice of how to access capital when required. Cliff Pace is the business and product development manager at the Malta Stock Exchange plc, a position he has held for over four years. He has had a long career in financial services, having held executive positions in branch management, public relations, marketing and banking operations. THE STOCK EXCHANGE’S ADVANCEMENT The development of the capital market in Malta has been successful even though this goes back just over 24 years. During this period, the exchange focused its efforts on the operations that surround the trading of listed financial instruments, together with the necessary clearing and settlement processes and management of the depository. This has been a successful growth phase that has seen the listing of over more than 40 companies, and the issuance of over €15bn in equity, corporate and government bonds and treasury bills. This certificate of success must be equated to the fact that this activity took place on a developing island economy with a GDP of €6.8bn and a population of just over 400,000, the source of much of the investment. The critical mass of market capitalisation today stands at over €11.6bn and there is an appetite for new opportunities for investment amongst a very ‘retail’ investor base ensuring that subsequent issues are likely to be consistently successful. This level of confidence in the market by investors combined with the increasingly entrepreneurial private sector has created an environment that allows the capital market to co-exist with the traditional banking sector, and ensures a fairly regular supply of new listings and related investment opportunities coming to market. The Malta Stock Exchange is still growing. The connectivity of the exchange through the Xetra trading platform and our Clearstream Custodial relationship has already established the exchange to be well positioned for international business growth. In 2015, the exchange formed part of wave one of the Target 2 Securities settlement system, a fact that has rubberstamped our ability to implement challenging technological systems that will further connect us to our European colleagues in the depository and settlement world. FAMILY-RUN BUSINESSES In our SME-driven economy, which is mostly built on familyrun businesses, we feel that there are the right circumstances to attract privately owned, family-run companies to the capital market. This could be through the sale or issue of new equity, or the issue of corporate bonds. The benefits of seeking a listing are clear: access to new capital in a cost-effective manner, without the need to put up collateral; the branding and corporate identity of being a listed company; and the valuation and visibility of the business on a very well-monitored market to name just a few. There is also value of being a listed company when seeking international markets, since this gives the company additional credibility when marketing itself overseas. Of course, the listing of equity of family-run businesses would also create the additional benefit of creating an exit route for existing shareholders, who may have a relatively diluted stake in the business. Succession planning is something that is often overlooked, and it is clear that businesses need to prepare for when they move into second and third generation levels of ownership. SMEs in Malta and overseas will soon be able to access the capital market in a cost-efficient and transparent manner through a new product called Prospects. This market, which will be regulated by the Malta Stock Exchange, and operate under a multilateral trading facility structure, will be a perfect platform for SMEs seeking financing or to address their succession planning concerns. It is targeted towards IPOs of under €5m, which is a good level of financing for most medium-sized SMEs in Malta and overseas. Of course, nothing stops the company from migrating to the main market, regulated by the MFSA, in the future and once a good track record and confidence in the company have been established. SUCCESSION PLANNING IS SOMETHING THAT IS OFTEN OVERLOOKED, AND IT IS CLEAR THAT BUSINESSES NEED TO PREPARE FOR WHEN THEY MOVE INTO SECOND AND THIRD GENERATION LEVELS OF OWNERSHIP ” PREDICTIONS The exchange will continue to grow, through the creation of networking opportunities that could result in higher levels of international investment in Maltese assets, or through the admission to listing on the main market or on Prospects. We believe that these are key to the continuing development of the Maltese capital markets and the growth of this sector both in Malta as well as internationally. Q H F M W E E K . C O M 29 S E R V I C E D I R E C TO R Y M A LTA 2 0 1 6 LAW FIRM Be. Legal Advocates, The Hub, Suite W305, Triq Sant’ Andrija, San Gwann, SGN 1612, Malta – EU // T: (+356) 2713 0150 // [email protected]. mt // www.belegal.com.mt // Swiss Representative Office, Gartenstrasse, 3, Postfach 4754, CH-6304 Zug, Switzerland // [email protected] Be. Legal Advocates is a Malta-based law firm established in 2008 to service an ever-growing international client base seeking a business approach to legal services. At Be. Legal, we strategically combine astute business acumen with technical expertise to provide you with highly efficient and bespoke legal solutions. The firm provides both transactional and regulatory advice and we are proud to be regarded as our clients’ strategic partner in Malta by providing a quality service in the turn-around time mandated by today’s fast-paced business environment. LEGAL SERVICES LAW FIRM Camilleri Preziosi, Louis de Gabriele The firm is reputed for its ability to deliver pragmatic and solution-driven advice to clients through a combination of innovation in thought and technical excellence in the law. Chetcuti Cauchi Advocates, 120, St Ursula Street, Valletta, VLT 1236, Malta // T: +356 2205 6200 Chetcuti Cauchi is a law firm serving successful entrepreneurs, business families and institutions using the financial centres of Malta & Cyprus, and their advisors around the globe. Our unique multi-disciplinary set-up of over 120 lawyers, tax advisors, accountants, company administrators and relocation advisors allows us to provide the full spectrum of services and maintain key strengths in corporate law, international tax, intellectual property, immigration law, property law and trusts. The firm has built a name for serving today's and tomorrow's industries with significant commercial awareness, helping set up and license the following: Malta Hedge Funds; Malta Payment Services Providers; Forex; Investment Services; Binary Options; Electronic Money Institutions EMIs. FINANCIAL SERVICES Fenech & Fenech Advocates, Dr. Joseph Ghio, Partner // [email protected] // Dr. Josianne Brimmer, Partner // josianne.brimmer@ fenlex.com // T: 00356 21 241232 Established in 1891, Fenech & Fenech Advocates is a leading law firm in Malta, with a strong commercial, corporate, tax, maritime, ship registration, M&A and financial services practice. The largely international client base is serviced by a team of close to 100 professional and support staff. The firm has advised a variety of promoters on the setting up both management firms and investment funds, taking them through the initial licencing stage as well as providing ongoing legal support to fund managers and fund boards alike. As a full-service organisation, Fenech & Fenech Advocates puts the expertise of its multidisciplinary team at its clients’ disposal, with a legal insight and business instinct which provide clients with value-driven solutions. LEGAL SERVICES FINANCIAL SERVICES FinanceMalta, Garrison Chapel, Castille Place, Valletta, VLT1063, Malta FinanceMalta, is a non-profit public-private initiative, set up to promote Malta’s international Financial Centre. The organisation brings together, and harnesses, the resources of the industry and government, to ensure that Malta maintains a modern and effective legal, regulatory and fiscal framework in which the financial services sector can continue to grow and prosper. GANADO Advocates, André Zerafa, Partner // T: (+356) 2123 5406 // [email protected] GANADO Advocates is a leading full service business law firm based in Malta, widely recognised for its business and commercial law practices. We hold an unequalled reputation in the Maltese legal market for advice in relation to investment services regulation. Our team advises investment funds of all types, at all stages of their life-cycle, as well as asset management firms, family offices, custodians and fund depositaries, broker dealers, advisers and sponsors. We advise on the full range of investment services regulatory matters, including aspects of ongoing compliance with Maltese and EU requirements, and on specific regulatory issues. CUSTODIAN BANKING Sparkasse Bank Malta plc forms part of the Austrian Savings Banks and the Erste Group Bank AG forming part of Austria's largest banks. From Malta the bank provides private banking and fund custody solutions. As trained private bankers, the bank strives to deliver private, personal and tailored solutions to its fund customers by offering a seamless banking, execution, settlement and custody solution from one account. Fund custody is considered a core service at Sparkasse Bank Malta plc and the bank avoids all potential conflicts by focusing entirely on what it is they are truly hired to do i.e. - safekeeping, record keeping, monitoring and reporting. FUND ADMINISTRATION Sparkasse Bank Malta PLC, Paul Mifsud, Managing Director // [email protected]// 101 Townsquare, lx-Xatt ta'Qui-si-Sana, Sliema SLM 3112 // T:(+356) 21 33 57 05 // www.sparkasse-bank-malta.com Valletta Fund Services Limited, TG Complex, Suite 2, Level 3, Triq il-Birrerija, L-Imriehel, Birkirkara, BKR 300, Malta // T: (00356) 2122 7148 // F: (00356) 2123 4565 // [email protected] // www.vfs.com.mt 3 0 H F M W E E K . CO M Valletta Fund Services Limited (VFS) was incorporated in 2006 as a fully owned subsidiary of Bank of Valletta plc, Malta's largest banking group, to provide the fund management industry with a comprehensive and integrated range of high-quality fund administration solutions. Through the dedication of its highly qualified and professional human resources as well as the significant investment in state-of-the-art technology, VFS has positioned itself as Malta's leading fund administrator. As at September 2015, VFS was servicing over 125 investment funds representing €3.4bn worth of assets, about 25% of the local market. VFS is recognised to provide fund administration services by the Malta Financial Services Authority. 䣛 䣑 䣗 䣔 䢢 䣕 䣖 䣔 䣃 䣖 䣇 䣉 䣋 䣅 䣈 䣋 䣐 䣃 䣐 䣅 䣋 䣃 䣎 䢢 䣕 䣇 䣔 䣘 䣋 䣅 䣇 䣕 䣒 䣃 䣔 䣖 䣐 䣇 䣔 䢢 䣋 䣐 䢢 䣏 䣃 䣎 䣖 䣃 be.legal Advocates The Hub, Suite W305 Triq Sant’ Andrija, San Gwann, SGN 1612, Malta T. (+356) 2713 0150 BELEGAL.COM.MT CORPORATE LEGAL CONSULTANCY FINANCE