The management team at Newhaven Trust is comprised of finance industry professionals who are able to bring their collective wealth of experience to the prudential management and administration of special purpose vehicles (“SPV’s”). Newhaven Trust assists in the assembly of structures, their ongoing management, establishment of trusts and corporate vehicles, and introduction to experienced directors.

SPV’s can be utilised for a variety of purposes, such as:

• Structured finance,
• Repackaging programmes,
• Securitisations,
• Debt instruments
• Commercial paper
• Securities issues
• Fractional Ownership structures
• Intellectual Property holding vehicles

Often such vehicles are required to be balance sheet remote. Newhaven Trust arranges and manages SPV’s and suitable structures to facilitate this.

The asset and liability segregation offered by Guernsey cellular companies provide many distinct advantages for the structurer. Newhaven Trust has developed significant experience in the employment of these types of companies. Indeed, a wide range of structures utilising cellular models are administered by Newhaven Trust.

Protected Cell Companies (PCCs)
PCCs are a specific form of SPV. Assets are placed into separate cells within the same company, so that if there is a financial problem involving one of the cells, the assets of the others are protected from contagion. The key legal principle is that the assets of individual Cells are not available to the creditors of any other Cell. This ‘ring-fencing’ makes PCCs the ideal vehicle for securitisations and as subsequent issues would not require the set up of new special purpose vehicles thus providing time and cost savings. Ongoing administration costs are also saved.

Incorporated Cell Companies (ICCs)
An ICC has cells like a PCC but they are separately incorporated and distinct legal entities. This provides an extra layer of protection for investors who may be concerned about the legal standing regarding ring fencing in PCCs, although the sanctity of the PCC’s ring-fencing attributes have been scrutinized in the UK and Guernsey courts (Cable & Wireless v Pender Insurance Company) and not compromised. An ICC could be used instead of a PCC if there is no need or desire to be a single legal entity or if there is a perceived requirement to spin off Incorporated Cells as stand-alone companies at a later date e.g. for asset disposal.

Listings
Newhaven Trust is a full listing member of the Channel Islands Stock Exchange (www.cisx.com), and can assist clients by sponsoring the listing of all acceptable types of securities.

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