STRUCTURING INTERNATIONAL REAL ESTATE (SIRE)

The Berkeley

Thu 21 Nov

The IBSA is pleased to invite you to attend the 2019 Annual Conference on Thursday 21st November where we will be examining how the fictitious case study involving the SIRE Fund requires the creation of an international structure for its real estate projects, reviewing the complexities of the many different tax issues affecting these developments, and the various methods of financing the SIRE Fund’s business strategy. 

 

The concept of the SIRE Fund is to attract investors wishing to have an interest in global buy-to-let holiday homes. The Fund, through its SPV subsidiaries, will acquire hotels, mansion houses and development sites with the intention of developing apartments with centralised leisure facilities, operated by a world-renowned holiday home resort property company. Considering alternative financing techniques, the Fund will offer its own cryptocurrency to finance the acquisition, with each holder entitled to a discount on the advertised weekly rental of any apartment developed by the Fund. With developments being considered in the European Union, the UK and the USA, the conference will explore the complexities of different taxes relevant for acquisitions by the Fund’s non-resident SPVs of immovable property in another country.  With sessions examining real estate development strategies, corporate residence and re-domiciliation, various methods of financing the Fund's business strategy, substance and the MLI, and personal tax residence concerns, the conference will identify a range of issues for both entrepreneurs and professional advisors.  

 

Please feel free to download the SIRE Case Study here.

 

Our panel of international speakers will engage delegates in discussions on their particular topic, similar to the highly acclaimed meetings held by the IBSA branches globally throughout the year.

 

The conference fee is £850 plus VAT reduced to £500 plus VAT for IBSA members.  For IBSA members and other registrants who wish to bring along their younger professional colleagues at a discounted rate of £350 plus VAT, please contact Lucie.

 

This promises to be an exceptional conference and we look forward to seeing you there.

 

This conference is a must for Property Fund Managers, Fund Administration companies, Intellectual and Real Estate Property lawyers, Tax Consultants, Corporate Finance specialists and Corporate Service Providers.  It has been approved with full conformity for 6 hours’ accreditation under CPD guidelines.

Programme

08:30

Registration

 

09:15

Chairman's Introduction to the SIRE Case Study

 

Roy Saunders

Founder and Chairman, IBSA

09:30

Structuring the SIRE International Real Estate Fund

Understanding the various ways you can structure a Fund, be that as a company, an LLP or unit trust, looking at regulatory issues for diversity of investments, and understanding the tax consequences for the management company.

 

  • Fund Creation
  • Management Company Issues
  • Regulatory Issues

 

Barry Stimpson

Partner, Womble Bond Dickinson, UK

Kavitha Ramachandran

Senior Manager, Maitland Group

10:10

Financing the SIRE Fund

Exploring the financing opportunities available including equity and debt capital, an offering of the Fund’s own cryptocurrency, the potential for mezzanine finance and joint venture arrangements.

 

  • The SIRE Cryptocurrency
  • Private Equity Investment
  • Mezzanine Finance
  • Retail Bonds

 

Dan Whitewood

Supervising Associate, Simmons & Simmons

Hazem Danny Al-Nakib

Partner, 7BC Venture Capital

10:40

Networking Refreshment Break

 

11:10

Real Estate Strategies & Tax Issues

Reviewing the strategies for the Fund’s acquisition of development sites within the EU, the legal and tax issues affecting real estate in various EU countries, optimizing profit repatriation and capital gains tax on potential sales.

 

  • European Market Overview
  • Asset v Share Deals
  • Tax Optimisation

 

Günther Stenico

Tax Partner, TPA, Austria

Andreas Griesbach

Partner, Baker Tilly, Germany

12:00

Real Estate Strategies, Tax Issues and Reits

Further review of strategies and tax issues regarding developments in the UK and the US, the use of non-taxable REITS either as SPVs or in relation to the Fund itself.

 

  • The UK & USA

 

Leigh Sayliss

Partner, Memery Crystal

Michael Lewis

Partner, EY Private Client Services, US/UK

12:50

Lunch Break

 

14:00

International Structures for the SIRE Fund

Considering the holding structure for the SIRE Fund, the jurisdiction and tax consequences, ownership of separate SPVs, domestic legislation coupled with double tax treaty and European Directive provisions, as well as other group entities such as finance and licensing companies.

 

  • Holding Company Jurisdiction
  • Use of Conduit Companies
  • Licensing Arrangements

 

Cees-Frans Greeven

Partner at BUREN / BUREN Avocats S.a.r.l.

Batanayi Katongera

Partner, MHA MacIntyre Hudson

14:40

Substance and the MLI

Exploring the requirement for substance within the SIRE Fund and the SPVs, the various initiatives of BEPS created by the OECD and adopted through the MLI, ATAD and DAC 6 provisions against tax motivated structures.

 

  • Substance Requirements
  • Implementation of the BEPS Initiatives
  • Limitation of use of Double Tax Treaties

 

Jimmy Sexton

Founder & CEO, Esquire Group, Dubai

Dmitry Zapol

Tax Advisor, IFS Consultants

15:20

Corporate Residence and Re-Domiciliation

Understanding the concept of management and control, the legal issues relating to the migration of companies and their re-domiciliation when required, and related exit taxation issues. 

 

  • Concept of Effective Management
  • Migration of Companies
  • Exit Taxation

 

Areti Charidemou

Managing Partner, Areti Charidemou & Associates LLC, Cyprus

Charlotte Black

Corporate Tax Associate, Farrer & Co

16:00

Networking Drinks

  • An opportunity to network and discuss the day's sessions with conference speakers and delegates, whilst enjoying drinks and canapès kindly sponsored by Close Brothers Asset Management

 

17:00

Close of Conference

 

 

Speakers

Barry Stimpson
Barry Stimpson
Partner, Womble Bond Dickinson, UK
X

Barry Stimpson

Partner, Womble Bond Dickinson, UK

Barry is a Partner in Womble Bond Dickinson representing large and small clients in a variety of transactional matters including investment fund work, joint ventures, M&A and IPOs. 

A significant portion of his practice includes formation and representation of private investment funds and representation of investors and other businesses with respect to investment transactions and joint ventures.

Barry advises fund managers, investors, law, accountancy and other professional firms on LLP and Partnership matters. This includes limited liability partnership agreements and mergers. He advised on the merger of Grant Thornton and Robson Rhodes, the merger of Davies Arnold Cooper and Beachcroft and the combination of Bond Dickinson and Womble Carlyle. 

Barry also advisea on M&A, IPO and other corporate transactions.

Previously, Barry was an investment banker at UBS for a number of years gaining extensive experience of the real estate and listed funds sectors. He brings this background to his legal work, understanding the financial as well as the legal drivers behind projects.

He works closely with Womble Bond Dickinson's Tax, Regulatory, Real Estate and Finance teams.

Leigh Sayliss
Leigh Sayliss
Partner, Memery Crystal
X

Leigh Sayliss

Partner, Memery Crystal

Cees-Frans Greeven
Cees-Frans Greeven
Partner at BUREN / BUREN Avocats S.a.r.l.
X

Cees-Frans Greeven

Partner at BUREN / BUREN Avocats S.a.r.l.

Cees-Frans Greeven, attorney and tax lawyer, focuses on advising clients on the Dutch and Luxembourg aspects of corporate and PEVC transactions, including spin-offs, international restructurings and corporate joint ventures. Cees-Frans also works with institutional and private clients on issues related to investment management. Admitted to the Amsterdam Bar, a member of the Dutch Bar of Tax Advisors, IFA and serving on the Tax Committee of the IBA. Admitted to practice in Luxembourg (Liste IV).

Cees-Frans Greeven is "extremely experienced, very structured and efficient, and very reliable," according to commentators. He is noted for his expertise in investment fund formation and tax aspects of financial transactions." Chambers and Partners 2016

Areti Charidemou
Areti Charidemou
Managing Partner, Areti Charidemou & Associates LLC, Cyprus
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Areti Charidemou

Managing Partner, Areti Charidemou & Associates LLC, Cyprus

Areti Charidemou obtained a LL.B degree from the University of Athens and qualified as an Advocate in 1990.

Areti founded the Areti Charidemou & Associates Law Firm in Limassol in 1990, of which she is Managing Partner. From the most modest of beginnings, Areti Charidemou & Associates LLC revolutionized the industry, through this commitment to helping clients achieve their goals by providing commercially focused legal advice that consistently exceeded clients’ expectations. Hard work, integrity and professionalism are the cornerstones for the company's rapid development over the years.

Their specialty among others is in Property and Immigration Law, Corporate and Commercial Law, Trust Law, Mergers and Acquisitions, Funds, Tax and Estate Law and Shipping Law. No matter how complicated or challenging the task is, their team of young, energetic and well-educated professionals will not be satisfied until it has delivered the highest quality and the most commercially viable solution.

Through their leadership programme they engage their senior lawyers with those responsible for setting the political and economic agenda, maintaining focused support anytime, anywhere. The Property and Immigration Department of the law office is leading the market and represents some of the most important developing companies and investors. The citizenship of Cyprus provides visa-free entry to 158 countries, including all countries of the European Union and all the rights conferred to European citizens. They proudly say that the Residence Permits and Cyprus Citizenship applications they handled have a 100% success ratio. The aim in litigation department is to protect the rights of their clients by providing the best possible advices. It covers all aspects of law and they are proud of their extensive experience and proven track record in successfully handling a wide range of claims and disputes in matters such as: Civil Law, Criminal Law, Administrative Law, Family Law, Commercial and Corporate law Labour and Employment Law.

Areti Charidemou also acts as advisor to a number of Russian, European and Cypriot firms, including major investment firms, international trading companies and shipping companies and she has dealt successfully with complex legal and tax cases. Their practice is mainly servicing business clients, assisting them in the proper and efficient planning of their operations internationally. Moreover they assist clients in buying properties and investing in Cyprus or abroad. Areti’s affiliate accountancy firm can provide accounting support, tax consulting and tax compliance services. As a result of her experience, capacity and reputation, she is appointed on the Board of Directors of many Companies in Cyprus and abroad.

Areti is also co-founder and Managing Partner of J&S Legal Counsels and Trustees since 2011.

She is a member of:

The Cyprus Bar Association
Limassol Bar Association
Athens Bar Association
International Bar Association (IBA)
The Society of Trust and Estate Practitioners (STEP)
The International Tax Planning Association (ITPA)
The International Fiscal Association (IFA)

 

Kavitha Ramachandran
Kavitha Ramachandran
Senior Manager, Maitland Group
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Kavitha Ramachandran

Senior Manager, Maitland Group

Kavitha joined Maitland in 2001. She is responsible for managing Maitland’s institutional client services in Europe, including client relationship management and business development. Her areas of expertise cover investment fund structures and domiciles and operations (fund accounting and reporting, transfer agency and corporate governance). Kavitha also has experience in Luxembourg company structures and trusts and finance.

She was responsible for the transfer of the fund administration services for the offshore funds administered by Maitland in Luxembourg to its sister company in South Africa. Prior to joining Maitland, Kavitha was with Liberty Ermitage S.A. in Luxembourg.

 

Charlotte Black
Charlotte Black
Corporate Tax Associate, Farrer & Co
X

Charlotte Black

Corporate Tax Associate, Farrer & Co

Charlotte is an Associate Lawyer in the Tax Team at Farrer & Co.

She advises on all aspects of business taxation, including transactional and contentious work. She has particular expertise in corporate reorganisations, M&A, property investment and the taxation of charities and investment funds.

Charlotte has broad experience in all business taxes across market sectors.  

Her clients include entrepreneurs, private equity funds, private companies, individuals and their estates as well as charities, cultural institutions and universities.

Charlotte advises on many aspects of business transactions including

•    Designing employee incentives
•    Negotiating sale and purchase agreements 
•    Reorganisations of corporate groups and investment funds
•    Structuring acquisitions of real estate and property developments, and
•    Assessing income tax, CGT, VAT and stamp taxes on commercial transactions generally. 

Roy Saunders
Roy Saunders
Founder and Chairman, IBSA
X

Roy Saunders

Founder and Chairman, IBSA

Since qualifying as a Chartered Accountant in 1967, Roy Saunders has accumulated a wealth of commercial experience working independently in commercial property, international tax, advertising and other industries. He is the Chairman of IFS, a boutique international tax practice based in central London. Academically, he is known throughout the world for his many books and publications, the foremost being his red book, International Tax Systems & Planning Techniques published by Sweet & Maxwell. Roy has also taught an MA Course on International Taxation at the Institute of Advanced Legal Studies at the University of London.

Roy is very proud of the fascinating client base of entrepreneurial individuals that he has built up at IFS. He feels strongly about the role that ethical tax structuring plays in the growth of an economy, and that this needs to be better understood by the public at large. Roy founded the IBSA to enable business professionals around the world to discover new business relationships and promote best practice by creating sustainable business structures compliant with international transparency, corporate governance and social responsibility.

Michael Lewis
Michael Lewis
Partner, EY Private Client Services, US/UK
X

Michael Lewis

Partner, EY Private Client Services, US/UK

Michael has over 23 years of experience in advising on US and UK private client tax issues.  He provides advice across a broad spectrum of areas including: US and UK interaction on personal income, capital and social security taxes, US gift and estate taxes, UK inheritance tax, and tax-efficient charitable planning. He also has a keen interest in the taxation regarding divorce cases.

Michael is a qualified Chartered Tax Adviser (CTA) and a US Enrolled Agent (EA). Michael won Accountant of the Year in Citywealth’s Magic Circle 2021 Awards. He holds a Bachelor of Arts (B.A.) in Politics from University of Warwick.

Michael has a passion for philanthropy, in terms of personal fund raising via sponsored cycle events, through to his focus on pushing for a reform of the tax system to help develop a bigger culture of giving in the UK. Michael is an avid supporter of donor-advised funds, and speaks regularly on their tax benefits, and how they help energise family gifting. He believes strongly that the tax system should be reformed to encourage more innovative gifting arrangements.

 

Batanayi Katongera
Batanayi Katongera
Partner, MHA MacIntyre Hudson
X

Batanayi Katongera

Partner, MHA MacIntyre Hudson

Batanayi leads the transfer pricing service line at MHA and has over 18 years of transfer pricing experience in the UK across a broad spectrum of industry sectors including financial services, private equity, funds, manufacturing, media and technology, as well as life sciences and telecommunications.

Batanayi helps clients prepare and defend transfer pricing policies and he has a particular focus on resolving transfer pricing disputes involving complex transfer pricing enquiries.  This extends to handling MAP proceedings and agreeing APAs, and ATCAs. 

Günther Stenico
Günther Stenico
Tax Partner, TPA, Austria
X

Günther Stenico

Tax Partner, TPA, Austria

Günther Stenico predominantly advises small and medium-sized companies in all questions relating to tax law. In addition he is a specialist in international tax law, national and international corporate transactions, restructurings as well as the taxation of associations and artists.

Andreas Griesbach
Andreas Griesbach
Partner, Baker Tilly, Germany
X

Andreas Griesbach

Partner, Baker Tilly, Germany

Professional Education
Certified Tax Advisor
Attorney-at-Law
Diplom-Finanzwirt (FH)
 

Previous Positions
KPMG AG Wirtschaftsprüfungsgesellschaft / KPMG Luxembourg S.à.r.l.
Union Asset Management Holding AG
Commerz Real AG
PwC
Linklaters
 

Key Areas of Expertise
Domestic and international sell side and buy side tax due diligence (asset and share deals)
Structuring of real estate transactions and portfolios
APA and SPA advice (tax clause)
Restructuring of real estate portfolios
Tax Compliance
Ongoing tax advice (e.g. audit)
 

Key industries/Sectors
Real Estate

Dmitry Zapol
Dmitry Zapol
Tax Advisor, IFS Consultants
X

Dmitry Zapol

Tax Advisor, IFS Consultants

Dmitry Zapol is an international tax advisor with practical knowledge of the principles of individual and corporate international taxation and cross-border business planning. He joined IFS in September 2010 after earning his LLM (Tax) degree at King’s College, London. Five years prior to this, Dmitry earned his LLB at Durham University and completed an LPC at the College of Law. Dmitry is a qualified Russian lawyer — he came to the UK from Moscow, where for five years he worked as an associate at Moscow City Bar Association "Barshchevsky & Partners". Dmitry specialised in advising foreign investors exploring opportunities in Russia on corporate tax implications together with Russian and cross-border tax planning. Dmitry holds the Advanced Diploma in International Tax and is studying to become a CTA.

Jimmy Sexton
Jimmy Sexton
Founder & CEO, Esquire Group, Dubai
X

Jimmy Sexton

Founder & CEO, Esquire Group, Dubai

Jimmy has been advising clients throughout the world on international tax matters for over 15 years. Widely recognised as an expert in international taxation, Jimmy often speaks throughout the world at such organisations as the U.N., eBay, and the American Chamber of Commerce, and is regularly quoted and published by such media outlets as CNN, The Washington Post and Forbes.

 

From his base in Dubai, Jimmy regularly travels throughout the Middle East, Europe and the Americas, meeting with clients, speaking and overseeing Esquire Group’s global operations.

 

Jimmy’s area of expertise include: International taxation, Wealth Structuring, Expatriation, Citizenship & Residency Planning, Corporate Structuring and Investment Funds.

 

Jimmy is an instrument rated private pilot, avid snowboarder and fitness enthusiast.

Dan Whitewood
Dan Whitewood
Supervising Associate, Simmons & Simmons
X

Dan Whitewood

Supervising Associate, Simmons & Simmons

Dan is a Supervising Associate in Simmons & Simmons UK Corporate group. He specialises in advising financial institutions and funds on minority investments in technology businesses. He also advises clients on acquisitions and disposals, fundraisings, shareholder activism and other company law matters.  He has advised some of the firm’s large international clients such as BlackRock, HSBC, Invesco, Ikea and Elliott Management as well as a number of start-up clients including some of the firm’s FinTech Fund graduates (such as Marshmallow, Cuvva and Laka). He has also advised the UK government including HM Treasury.

Dan’s experience includes advising on minority investments, international acquisitions and disposals, fundraisings, shareholder activism, joint ventures, share capital and group restructures, public M&A and day to day corporate governance matters.  He has a particular interest in advising on series A and series B funding rounds for disruptive technology businesses, acting for both investors and issuers.  He is part of the firm's FinTech core team and has worked on a number of matters involving investments into FinTech businesses and for FinTech clients.

Dan joined Simmons & Simmons in 2014 and in 2018 spent 11 months on secondment to Invesco’s UK equities team.

Hazem Danny Al-Nakib
Hazem Danny Al-Nakib
Partner, 7BC Venture Capital
X

Hazem Danny Al-Nakib

Partner, 7BC Venture Capital

Hazem Danny Al Nakib is a fintech and regulatory expert and sits on the advisory boards of multiple companies leveraging blockchain, DLT, and AI particularly in the financial sector. Mr. Nakib is also a partner at the venture capital firm 7BC, the founder of several incubators and think tanks which link the private and public sector with the aim of implementing new emerging technology solutions and supporting early-stage venture creation. 

 

Mr. Nakib also advises several multinational organizations and governments on how to understand, leverage and use blockchain, AI, digital assets and other emerging technology related projects at scale through new business models to benefit their organizations and society as part of their digitalisation and digital strategic to both unlock and capture value. 

Sponsors

Close Brothers Asset Management
Close Brothers Asset Management

Close Brothers Asset Management is a leading UK merchant banking group, providing lending, deposit taking, wealth management services, and securities trading.

Close Brothers Asset Management brings together the Group's established asset management skills and provides a full range of advice, investment management and self-directed services to private and corporate clients and professional advisers.

Close Brothers Asset Management have specialised in managing client portfolios for over 40 years and our investment team and financial planning advisers are supported by more than 550 staff, working from 8 offices across the UK.

International Fiscal Services Ltd
International Fiscal Services Ltd

IFS is a boutique international tax practice specifically created to assist entrepreneurial clients with innovative long term commercial structures for their businesses. IFS routinely provides advice in Corporate Transactions, Transfer Pricing, Mergers and Acquisitions, Structured Finance Deals, Royalty and IPR Transactions, Private Equity and Venture Capital Funds, International Real Estate, Changes of Personal Residence, Corporate Redomiciliation, Internationally Mobile Individuals, Taxation of Entertainers and Sportsmen and Global Employment Solutions.

Venue

The Berkeley has been treading its own path for more than 100 years. From here, midway between fashionable Knightsbridge and neighbourly Belgravia, we’re still taking style, comfort and service to inspiring new levels. There’s nowhere quite like it. And that’s the way we love it.

 

Stunning rooms by the brightest minds in the design world. Intuitive service that always seems one step ahead. From the moment you walk in, the hotel begins to work its magic. With many guests returning year after year, it’s a spell that’s hard to break.

Key Contacts

Lucie Saunders
44 (0)7958 244 910
lucie.saunders@theibsa.org
Chief Operating Officer
Tanya Coyle

Tanya.Coyle@theibsa.org
Marketing

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