The Club is incorporated as a private incorporated cell company under the Companies (Jersey) Law 1991 (as amended).
The objective of the Club is to serve as an offshore co-investment platform in which the Members can access European real estate opportunities and invest through a secure, transparent and efficient structure.
As an ICC, the Club will host the Members. The Club will subsequently incorporate individual Cells, which will each be separate legal entities, each with its own memorandum and articles of association, accounts and individual mix of shareholders (drawn from the Members). As part of this, the Members will be entitled to receive exclusive real estate opportunities and ultimately be given the ability to invest in the selected opportunity. Members have complete optionality over whether or not to invest in any given opportunity.
Each Cell will in turn hold a single real estate property through a tax-efficient structure - most likely a Jersey holding company. As each Cell is considered a separate legal entity from each other, liabilities of one Cell cannot affect the assets of another Cell. Creditors of one Cell cannot seek reimbursement from the Club or any of its Cells. If desired by a particular pool of Members, the tax-efficient structure of a particular Cell's real estate investment can be tailored to also be Shari'ah compliant.
ACAL is acting as the investment manager of each of the Club and the Cells. ACAL will be responsible for sourcing, proposing and facilitating opportunities in the European real estate space which comply with pre-determined criteria. The Administrator will act as the administrator of the Club and the Cells.
ACAL has entered into an investment advisory agreement with the Club, under which it is entitled to a nominal annual administration fee of £100, plus reimbursement of any reasonable expenses.
ACAL also intends to enter into separate investment advisory agreements with each Cell structure, alongside locally-based asset managers in the relevant investment jurisdictions, through which ACAL will earn various fees for providing its services to the Cells. On each transaction entered into by a Cell, there will be a combination of some or all of: an annual management fee, a structuring fee and a performance fee. The fees will be negotiated with the relevant asset manager on a per-deal basis and ACAL’s fees will be a share of the asset manager’s fees so negotiated. This efficient fee structure for investors means there will only be one layer of advisory fees per transaction.
The Club will operate on a transparent structure for each investment. All fees will be fully disclosed up front to investors in a Cell transaction in advance of the investment being made. Furthermore, Members will not be obligated to pay any registration fees or any other sort of commitment prior to showing interest in an opportunity.
The Club consists of a limited number of Members who share a unified investment requirement. Members will gain access to attractive off-market commercial real estate deals in Europe, typically ranging between GBP 25–75 million in asset value. Deals are sourced through ACAL’s trusted international partners and network of professional relationships gained through ACAL’s expertise in the sector.
ACAL present Members with deals that match the defined investment criteria providing clarity and focus ACAL’s screening process and in-depth due diligence will determine which opportunities are most promising and meet the Members’ investment criteria.
On boarding Members will ensure a faster and more efficient process by providing the KYC and completing due diligence requirements prior to identifying and executing investment opportunities. Furthermore, by pre-setting the criteria and streamlining communication with Members, gauging demand for an opportunity becomes more efficient.
AIA’s Club Members are expected to engage with our services digitally from any device. Members will be granted access to sign through the Club’s website into specialist financial platform that can surface data, documents and content. Members will engage with a secure portal, where they can access documents, obtain digital reports and receive secure communications. We will provide AIA’s Club Members with invaluable insights into the proposed opportunities; allowing them to interact and navigate as quickly as possible electronically. The Club will feature a powerful reporting engine which will give Members detailed overviews of their holdings, performance, and transactions.
Members are not obligated to pay any registration fees or any other sort of commitment prior to showing interest in an opportunity. Post transaction the agreed pre-set fees will apply.
What are ICCs and Cells and when are they used?
An ICC is a company that has the ability to create one or more Cells with assets and liabilities that are distinct from the assets and liabilities of other Cells and the ICC itself. For instance:
How are the assets and liabilities of ICC cells protected and isolated?
The assets and liabilities of a Cell are protected and isolated because the Cell is, under the Jersey Law, a separately incorporated company.
How are ICCs treated from a tax perspective?
The ICC and each Cell is itself a company, regulatory consents will be issued to the ICC and each Cell meaning that the ICC and each Cell will be assessed for tax separately.
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