Cross Border & International Transactions

Cross Border & International Transactions, News and Deals

Parslows International advises the Jersey Post Group on its investment in Parcel Monkey

Parcel monkey - Jersey Post

Parslows International is pleased to announce that it has acted for the Jersey Post Group (Jersey Post) on another cross border transaction, with the recent completion by Jersey Post of its investment in Parcel Monkey, a parcel delivery service enabler and provider

DLA Piper acted for Parcel Monkey on the transaction.

Parcel Monkey specialises in four diverse, yet complementary, parcel service elements:

  • A parcel delivery comparison service website whereby Parcel Monkey provides parcel services at competitive pricing for consumers based on pre-approved carriers;
  • A global trading platform that provides a marketplace interface through which parcel carriers can sell their services;
  • Outsourced warehousing, fulfilment and distribution services for online retailers; and
  • An online service for retailers to create an ecommerce storefront including website builder, domain name and hosting.

This is the latest in Jersey Post’s international acquisition and investment strategy to exploit opportunities outside the Jersey market and provides the final piece of a parcel solution portfolio – an enabling ecommerce platform that can bring together the global network and service providers into one, easy-to-access location.

In 2016, Parslows acted for Jersey Post on its acquisitions of Fraser Freight, a UK based European logistics provider and HICS, a customs clearance agent located at Heathrow.

In 2017, Parslows assisted Jersey Post with its investments in Miami based GePS, Estonian based GTS Post and Hong Kong based A2B.  Parslows also acted, in 2017, for Jersey Post on its investment in HomeCall Limited – a joint venture to further develop, implement and deliver the award winning Call & Check service both in Jersey and further afield.

David Hill, Head of Corporate at Parslows International, stated: “Having advised Jersey Post on its other recent investments we are delighted to have represented Jersey Post on its successful investment in Parcel Monkey and the continued implementation of Jersey Post’s international strategy.

The legal elements to this deal demanded expertise over a range of areas and it further reinforces and demonstrates what we, as a firm, can bring to transactions. It is an excellent example of Parslows International’s depth of legal expertise both inside and outside of Jersey.

With the recent appointment of Alexis Colfer as corporate/commercial consultant in English and Irish law and further growth plans, we look forward to continuing to provide our clients with quality, experienced and commercial legal advice, particularly in the English, Irish and Jersey jurisdictions, together with seamless cross-border services”.

Cross Border & International Transactions


Media Contact – Parslows International:

Sally Chinn
Parslows International
Tel: 01534 630530
Email: sally.chinn@parslowsjersey.com
https://parslowsinternational.com

 

Media Contact – Jersey Post Group

David McGrath
Jersey Post Group – Head of Marketing
Tel: 01534 616621
Email: David.McGrath@jerseypost.com
www.jerseypost.com


Notes to editors:

Parslows International

  • Parslows International is headquartered in Jersey, Channel Islands.
  • It provides Corporate/ M&A, Commercial Law, Cross Border and International Transaction legal advice together with Private Client and Trust advice. It is able to call upon English, Irish and Jersey law specialists.
  • David Hill, Head of Corporate at Parslows International, was lead lawyer on this transaction.
  • David has considerable onshore and offshore corporate and commercial experience playing key roles in some high profile corporate and M&A transactions. He regularly acts for multinationals and large international corporations as well as SMEs and high-net worth individuals.
  • Before joining Parslows, David was managing partner at Burlingtons and prior to that a corporate/commercial partner at Howard Kennedy.

The Jersey Post Group

  • Jersey Post employs just over 380 members of full and part time staff.
  • Jersey Post purchased Fraser Freight – a premium logistics services company – in August 2016 and purchased Heathrow Import Clearance Services (HICS) – a commercial customs clearance broker – in December 2016.
  • In September 2017, Jersey Post embarked on a joint venture with the Estonian company, Freselle Logistics in a new company called GTS Post. It brings together the expertise of the two businesses to offer worldwide clients a combination of postal, freight, customs and logistics services through a single entity.
  • In October 2017, Jersey Post invested in A2B Limited, a leading name in mail and fulfilment solutions in Hong Kong and China. A2B Limited is based in Kowloon Bay, Hong Kong, and specialises in postal and fulfilment services for Hong Kong and China based ecommerce traders and mail consolidators to Europe, America and Rest of World. With over 15 years’ experience in the sector, A2B also offers warehousing, worldwide express courier services, and customs clearance for shipments destined for Greater China and countries worldwide.

Parcel Monkey

  • Parcel Monkey was founded on 7 December 2009 by Navin Ramiah.
  • Parcel Monkey is based in Southampton, currently employing 23 staff and 12 call centre staff.
Cross Border & International Transactions

Cross border insolvency | Jersey | Assistance to foreign jurisdictions

Jersey Cross border insolvency | Parslows International

Cross border insolvency | Jersey | Assistance to foreign jurisdictions

In relation to cross border insolvency issues the Royal Court of Jersey has powers under the Bankruptcy (Désastre) (Jersey) Law 1990 (the “1990 Law”) to assist certain countries and territories (currently the UK, Guernsey, the Isle of Man, Finland and Australia) in all matters relating to the insolvency of any person and cross border insolvency issues.

It also has pre-existing customary law rights to exercise its inherent jurisdiction to assist non-prescribed countries in relation to cross border insolvency issues or to have regard to the rules of private international law.  Moreover while EU Regulation on Insolvency Proceedings does not apply in Jersey, the Royal Court may still have regard to where the debtor’s centre of main interests is in considering applications to commence insolvency proceedings.

If you require any further information, advice or assistance please contact our head of Cross Border & International Transactions, David Hill at david.hill@parslowsinternational.com

Cross Border & International Transactions


Main Contact |  David Hill

Head | Cross Border & International Transactions, Corporate/M&A


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct. 

Cross Border & International Transactions

EU cross-border mergers | structuring to fall within the EU cross-border merger regime

Cross Border Mergers Parslows InternationalEU cross border mergers | structuring to fall within the EU cross-border merger regime

The United Kingdom Court of Appeal (“Court of Appeal”) has confirmed in a judgement (January 2018) that a company was entitled to use and benefit from the EU cross border mergers regime*  for its corporate reorganisation.  This is notwithstanding the fact that the only cross-border element was the inclusion of a dormant foreign entity which was in place solely to allow the UK structure to benefit from the cross-border rules.

The Court of Appeal looked at the purpose of the underlying EU directive dealing with the cross border merger regime.

It determined inter alia that the EU cross border regime exists in order to facilitate corporate freedom of establishment in any EU member country and the Courts should not be restricting this right.  The object of the law was to facilitate cross-border mergers “for whatever purpose”. The structure under scrutiny, was for a legitimate commercial objective and was structured in order to take advantage of the right to use the cross border merger regime. It found that there had been no abuse of rights in organising the transaction to fall within this regime.

If you require any further information, advice or assistance please contact our head of Cross Border & International Transactions, David Hill at david.hill@parslowsinternational.com

Cross Border & International Transactions

 


Main Contact|  David Hill

Head | Cross Border & International Transactions, Corporate/M&A


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct. 

*Cross Border Mergers Directive 2005/56/EC, implemented in the United Kingdom through the Companies (Cross Border Mergers) Regulations 2007. These rules were consolidated in EU Directive 2017/1132.

Cross Border & International Transactions

PSD2 brings opportunities for Jersey’s fintech / regtech disruptors

Payment services directive | Parslows InternationalPayment Services Directive

January 2018 marked the deadline for EU Member States to implement the revised Payment Services Directive (PSD2) into national law.  Though not an EU member, Jersey has also recently adopted amendments to its own domestic legislation, ensuring it remains consistent with PSD2.

The first Payment Services Directive (PSD1) was introduced in 2007.  Aimed at harmonising consumer protection and the rights and obligations for payment providers and users, it paved the way for the creation of the Single Euro Payments Area (SEPA), the culmination of efforts to increase efficiency and lower costs associated with cross-border payment processing within the EU / EEA.

Befitting their role as significant European financial centres, Britain’s Crown Dependencies (Jersey, Guernsey and the Isle of Man) joined SEPA in May 2016.

PSD1 was followed in 2016 by PSD2.  This second EU Directive aims to further catalyse competition and innovation in the payments industry.  Expanding the reach of the EU legislation, extending it to new types of payment services, PSD2 aspires to create a digital single market within Europe.

A key change is the bringing into scope of transactions in which one of the payment service providers is outside SEPA.  Another change brings access to bank account data (with the consent of the account holder) for two new types of Third Party Providers: Account Information Service Providers (AISPs) and Payment Initiation Service Providers (PISPs).  This has been heralded as ending the banks’ monopoly on their customers’ account information and payment services.

PISPs will be able to initiate payments on the customer’s behalf.  Access for AISPs will allow them to present a banking customer with analysis of all that person’s accounts enabling them, for example, to inform the customer’s spending behaviour and consolidate account information from different banks into a single report.

Commentary | Payment Services Directive

The potential security implications of allowing third party access to bank customers’ account data are clear, hence PSD2 introduces enhanced customer protections and new security requirements for electronic payments and account access. It will be interesting to see how, in practice, PSD2 interacts with that other far-reaching piece of EU legislation due in 2018, the General Data Protection Regulation (GDPR).

With an established finance and regulatory sector, and having been quick to develop advanced digital infrastructure and promote digital innovations (one of the first jurisdictions to adopt a regulatory regime for virtual currency), Jersey’s growing ranks in the fintech / regtech space could be well placed to exploit the greater opportunities for industry disrupters which it is anticipated PSD2 will bring.

If you require any further information, advice or assistance please contact Mason Birbeck at mason.birbeck@parslowsinternational.com

Cross Border & International Transactions


Main Contact |  David Hill 

Head | Cross Border & International Transactions, Corporate/M&A


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct.

Cross Border & International Transactions, News and Deals

Parslows International advises on client’s acquisition of an interest in a Miami based company providing worldwide postal and commercial solutions

acquisition of Miami based company Parslows International

Acquisition of Miami based company

Parslows International has advised a Jersey based client on its acquisition of an interest in a Miami based company providing worldwide postal and commercial solutions.

If you require any further information, advice or assistance please contact our head of our Corporate/ M&A and  Cross Border & International Transactions, David Hill at david.hill@parslowsinternational.com

Corporate / M&A


Media Contact:

Sally Chinn
Parslows International
Tel: 01534 630530
Email: sally.chinn@parslowsjersey.com
https://parslowsinternational.com


Notes to Editors

Parslows International:

Parslows International is a niche law firm headquartered in Jersey, Channel Islands. It  provides specialist legal advice in Corporate law, Commercial law, Private Client and Trust work and Commercial property.  It has particular expertise that it can call on in cross-border, Mergers & Acquisitions and international transactions.

Parslows International lawyers have advised and assisted on transactions in many parts of the world including Australia, China, Dubai, much of the EU, Hong Kong, India, Kazakhstan, the United Kingdom, USA, the Republic of Ireland, Russia and Singapore.

Cross Border & International Transactions, Trust Foundations & Private Client

4MLD Money Laundering – Still Some Uncertainty!

beneficial ownership

Beneficial ownership registers

The final text of the Fourth Anti-Money Laundering Directive was agreed by the Council of Ministers and EU Parliamentary committee on 27 January 2015.  It is anticipated that the full Parliament will adopt it into law within the next few months.  Member States will then have two years to transpose the Directive into domestic legislation.

But for one unexpected amendment introduced into the draft Directive by the EU Parliament in 2014, the finance industry might have regarded its adoption with the limited interest afforded to many a fourth sequel namely beneficial ownership registers.

In most respects the anti-money laundering measures that 4MLD will require EU Member States to implement will be entirely familiar to anyone involved in financial services locally.

It introduces the concept of a “risk-based” approach, an obligation on businesses to maintain comprehensive due diligence on their clients / customers, and make that available to competent government authorities and investigatory bodies.  Jersey’s AML regime has of course mandated equivalent measures for a number of years.

However, the EU Parliament’s amendment called for the implementation of a pan-European central register of companies, trusts and similar legal arrangements detailing their beneficial ownership, which would be freely accessible to the public at large.

Concerns were voiced internationally as to the disproportionate effect on legitimate privacy and confidentiality of financial structures.  The Council of Ministers itself did not favour public registers.

Inevitably, the Directive’s final text reflects a compromise reached by the EU’s Council, Commission and Parliament.

Each Member State will be obliged to create a central register of companies, other legal entities and trusts.  However, only trusts that “generate tax consequences” need to be registered.

Beneficial ownership registers not open to general public

These registers will not be open to the public at large.  They will be accessible to the Member State’s competent authorities and investigatory bodies, as well as  “obliged entities” (e.g. banks) in the context of fulfilling client due diligence.  Company (but not trusts) registers will also be accessible to persons that can demonstrate “a legitimate interest”, but in a manner consistent with data protection rules.

Who exactly can demonstrate a “legitimate interest” remains undefined.  EU press releases suggest this would include investigative journalists and NGOs.  In what circumstances a trust will “generate tax consequences” is also unclear.  So, even now, some ambiguity remains with this controversial aspect of 4MLD.

Locally, the Chief Minister’s Department pointed out that Jersey is not bound to adopt 4MLD.  However, it seems likely that both the UK and EU will place pressure on Jersey to conform.  David Cameron’s open letter last year encouraging the Crown Dependencies to implement company registers of the type proposed by separate UK legislation is a case in point.

The stance taken by the Chief Minister’s Department is that Jersey’s existing AML regime already conforms to the spirit of 4MLD in any event.  The JFSC maintains central register of company beneficial ownership, (though this may need to be supplemented by an ongoing duty on service providers to ensure information held by the JFSC on their client companies remains up to date).  Local service providers are also obliged to maintain comprehensive records on persons connected to the trusts they administer.

So will it be business as usual for Jersey’s AML regime?  That probably depends on those remaining ambiguities inherent to 4MLD.  If the scope of persons who can demonstrate “a legitimate interest” is narrowly defined and balanced with data protection rights, and (as the Chief Minister’s Department assumes will be the case), the register of trusts need only include trusts which generate tax consequences domestic to the jurisdiction, then complying with 4MLD should have little material impact.

The nature and extent of the central registers contemplated by the Directive may well evolve further over time.  4MLD tasks the Commission with preparing a report on achieving interconnection of each Member State’s registers.  So, ultimately, it appears that automatic pan-European access remains the EU’s longer-term goal.

For further information contact Mason Birbeck on 00 44 1534 630530 or email mason.birbeck@parslowsinternational.com

Trusts, Foundations & Private Wealth

Main Contact: Mason Birbeck

Head | Trusts & Private Wealth

 


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows International accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct. 
Corporate Law, Cross Border & International Transactions

Migration Of Companies | Jersey | Parslows International

Migration of Companies | Brief Guidemigration of companies Jersey | Parslows International

The Companies (Jersey) Law 1991 (the “Companies Law”) includes provisions enabling:

A company incorporated in a foreign jurisdiction to move its place of incorporation to Jersey; or

A Jersey incorporated company to continue as a foreign incorporated company in that foreign jurisdiction.

The terms “continuance”, “migration” and “re-domiciliation” are used interchangeably but the Companies Law refers to the term “continuance”. However, for the purposes of this note we shall use the commonly used term “migration”.

Consent for either inward or outward migration is required from the Jersey Financial Services Commission (the “JFSC“), which provides regulatory oversight for financial services conducted in Jersey.

The key feature of a migration is that the migrating company can move its business (together with its place of incorporation) from one jurisdiction to another (assuming each place recognises the ability to migrate) and retain legal liability for all of its existing obligations without the need for complex and expensive business transfer assignments or novations of obligations. Furthermore, where migrations are recognised, there is no need to convey property into the name of the company that is seeking “continuance” because it continues to benefit from all ownership rights relating to its assets.

Companies may choose to migrate between jurisdictions for a variety of reasons e.g. to benefit from changing business opportunities, to achieve a more efficient cost base or to take advantage of more flexible regulation.

Migration of companies into Jersey

The application process for a foreign migration of companies  to migrate to Jersey is, so far as the Jersey side of the migration is concerned, a three-stage process and one that requires consent from the JFSC.

Pre-application

The first stage of the process principally involves the creation and approval of the “articles of continuance”.

The constitutional documents of the foreign company will generally not conform with the requirements of the Companies Law, therefore, company’s members must adopt amended constitutional documents that do so, these being the “articles of continuance”. These articles will take effect upon the company becoming incorporated as a Jersey company.

Other ancillary matters should be dealt with at this stage to avoid delay at a later stage, namely the administration arrangements for the company (it will need a registered office address in Jersey), the satisfaction of anti-money laundering issues and taxation advice, which should be taken to ensure that all relevant fiscal consequences are understood.

Application

The second stage of the process involves the application itself to the JFSC.

The relevant application form (form C100) can be downloaded from the Registry Section of the JFSC website. This form must be completed and submitted on behalf of the company to the JFSC with the requisite information and documentation including, inter alia:-

(i) the articles of continuance;

(ii) a statement of solvency signed by each director and each proposed director;

(iii) particulars of the directors and secretary;

(iv) confirmation from a lawyer qualified in the foreign jurisdiction on various issues regarding the foreign company;

(v) application fee payable to the JFSC (currently £500).

Post-Application

The JFSC will advise the Registrar of Jersey Companies (the “Registrar”) that the application has been granted. The Registrar will then issue the company with a Certificate of Continuance.

The potential of other regulatory requirements should also be considered, including the obtaining of a licence under the Regulation of Undertakings and Development (Jersey) Law 1973, if the company is intending to occupy floor space and employ staff in Jersey.

Migration of companies out of Jersey

As with a migration into Jersey, the process for a Jersey company to seek continuance overseas is also a staged process.

Shareholder approval

The company must first obtain shareholder approval of the migration. The members and each separate set of share classes must pass a special resolution (as defined in the Companies Law and the company’s articles of association) approving the migration.

Board of directors approval

The board of directors of the company must then hold a meeting at which it must approve:-

(i) the proposal to migrate;

(ii) the issuing of all notices to creditors (see below); and

(iii) the circulation of the special resolution.

Notice to creditors

A notice must be sent to all creditors as well as the publication of a Notice to Creditors in the Jersey Gazette informing them of the company’s intention to migrate and their right to object within 30 days. Only after 30 days following the sending of the last of the Notices to Creditors (assuming no objections are received from any creditors) can the application be made to the Registrar.

A second board meeting must then take place:

(i) Noting that a period of 30 days has passed following the passing of the special resolution and no members have objected to the migration;

(ii) Noting that a period of 30 days has passed since last notification to creditors and no creditor objection has been received (see above);

(iii) Noting that all local government consents have been obtained; and

(iv) Approving the final application to the Registrar for the migration from Jersey, including:

(a) a completed Form C101 (similar to the C100 Form);

(b) the Directors’ Declarations (see below).

Directors’ Declarations

Directors’ Declarations are required pursuant to the Companies Law confirming, inter alia, the solvency of the company and that no member objection has been received.

The Application

The company must then write to the JFSC enclosing all relevant application documentation including, inter alia:-

(i) Completed C101 Form with Minutes of the directors authorising the same;

(ii) A certified copy of the members’ special resolution;

(iii) Copy of Jersey Gazette extract showing the publication of the Notice to Creditors and the date of publication;

(iv) A certified copy of the audited financial statements of the company for the period ending 12 months within the date of the application (non-audited accounts may be accepted in certain circumstances);

(v) Originals of the Directors’ Declarations;

(vi) Affidavit of a lawyer authorised to practice in the foreign jurisdiction as to the ability of the company to seek continuance in that jurisdiction.

The JFSC will issue a conditional consent pending notification by the company to the Registrar of the date of issuance of the certificate of incorporation from the relevant registrar in the foreign jurisdiction along with the delivery of a copy of the same to the Registrar. Upon receipt by the Registrar of such certificate of incorporation the company shall cease to be incorporated under the Companies Law and the Registrar shall record that it has ceased to be so incorporated as of that date.

If you require any further information, advice or assistance please contact Mason Birbeck mason.birbeck@parslowsinternational.com

Company Migration | Jersey


Main Contact | Mason Birbeck

Head | Company Migration

 


 

Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows International accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct.