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Russian aluminium company United Rusal

was the first Jersey holding company to be given a HKSE listing (in January 2010) and Raulin Amy, Partner in Corporate Group at Ogier (which worked on the IPO) believes it represents a significant step for Jersey. “There is a huge IPO market in Hong Kong

that is likely to grow,” he explains. “Until recently, Jersey was not getting any of this business. Virtually all companies were using the Cayman Islands as a jurisdiction because that is what has always been the norm. The HKSE had recently relaxed its policies to permit the use of companies domiciled in other jurisdictions apart from Cayman and Bermuda, and Rusal – luckily for Jersey – was able to take advantage of this”. “In the past there had been no Jersey

lawyers based out in Hong Kong carrying out this type of business, but Jersey Finance now has an office up and running out there.” Amy explains. “The incentive for Ogier is now to take advantage of this and to populate our office in Hong Kong with Jersey legal representation, and compete

for a larger slice of IPO and other corporate business in Hong Kong.”

the Jersey brand So, are there more Russian IPOs in the pipeline looking to establish Jersey holding companies for listings on developed markets? “In most cases where Russian businesses are looking to use a Jersey holding company, it is for a listing in London rather than Hong Kong. Having said that, the Rusal deal has put Jersey on the map in Asia, and that is a significant step,” Amy insists. “It is also sometimes forgotten that Jersey companies are very flexible and can also be listed on many other exchanges around the world, such as Toronto, New York and Euronext.” Appleby’s Weaver takes a similar stance:

“The Rusal IPO sets a great precedent, and it’s good that it was such a high-profile listing. There is now a much higher recognition of Jersey in the Hong Kong and Asian market. I wouldn’t say it was game changing, but I think, like Rusal, many non-Asian emerging market companies will take the Jersey route to

a HKSE listing in an effort to tap into the Asian market. Jersey brings a lot to the table for emerging market companies. It provides a degree of confidence and the Jersey ‘brand’ is very strong.” The Rusal IPO did, however, encounter

some difficulties. As requests for additional information from HKSE and the SFC multiplied, Rusal’s prospectus grew ever longer – from 600 pages at the start to 1,141 at the end. Will the laborious nature of this listing in

any way impact on other companies taking a similar path? Weaver insists not: “The complications on this IPO related to the fact that Rusal is a very complex company and had to disclose a lot about the business – it was in no way related to Jersey. The HKSE ran the rule over Jersey and it got a big tick.” With a reputation in UK listings and having

broken new ground into Hong Kong, Jersey looks as if it is in a very strong position as the market for IPOs gathers momentum. n

DAVID BURROWS writes for Reuters and the Financial Times

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