Using Offshore Trusts in Global Share Plan Structures

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Using Offshore Trusts in Global Share Plan Structures

  1. 1. ShareComp 2012Using Offshore Trusts in GlobalShare Plan Structures12 December 2012Heidi WilsonComputershareOffshore
  2. 2. Introduction1. What are employee benefit 5. Potential considerations for trusts? issuers2. Why do companies use them? 6. Advantages of using Jersey as a trust jurisdiction3. What are the benefits to the employee?4. What are the benefits to the issuer?
  3. 3. What are employee benefit trusts? Placing shares under separate legal ownership of independent trustees Warehousing shares in a tax efficient way pending vesting Flexible internal markets for illiquid stock or private companies Discretionary (complex) trusts and pure nominee (simple trust) arrangements
  4. 4. Why do companies use employee benefit trusts? Global share plan warehouse trustee services Deferred share based awards or bonuses Internal markets Pre-IPO tie ins Treasury limits Shareholder dilution issues Allotment restrictions Post vesting services Localising tax, filing or reporting considerations
  5. 5. Benefits for the Participant Ringfencing “Purchased”, “Acquired” or “Invested Shares” 3rd party trustees independent of employing company Tax neutrality during holding period Dividend reinvestments & fractional share plans Evidencing effective & compliant deferrals
  6. 6. Benefits for the Issuer Hedging – spreading the cost Avoiding dilution & other restrictions Tax benefits Managing effective & compliant deferrals for regulatory or contractual purposes Separation of plan assets for localised jurisdictional issues
  7. 7. Considerations for Issuers Filings, reports or other disclosures Financial assistance Non-resident trust legislation US specific considerations Due diligence issues Regulatory concerns Licensing
  8. 8. Advantages of Jersey, Channel Islands as a trust jurisdiction Top Tier IMF rating (placed higher than UK or US) Top rated offshore jurisdiction in Global Financial Centres index for last 5 years OECD/G20 “white list” – comprehensive TIEA network  Tax neutral regime  Not a banking secrecy jurisdiction  Political stability & reliability  Crown Dependency – self government & judicial independence  Powerful endorsement from IMF, FATF & UK government  Data Protection assurance  Robust regulation  Experience & expertise  Location & time zone8
  9. 9. Contact detailsHeidi WilsonComputershareHead of Offshoreheidi.wilson@computershare.co.jeT +44 (0)1534 281800 ext.1802 M +44 (0)7797 741618 F +44(0)8451 258623Queensway House, Hilgrove Street, St Helier, JE1 1ES

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