AIFC Structures
AIFC Structures
Simon FT Cox
• Member of the AIFC Legal Advisory Council
• Senior Consultant – Norton Rose Fulbright LLP
Simon FT Cox
• Member of the AIFC Legal Advisory Council
• Senior Consultant – Norton Rose Fulbright LLP
2 June 2020
Introduction
Having previously considered why the AIFC legal and
regulatory regime was based on common law and
some consequences of that and how the
establishment and continued evolution of the regime
provides opportunities for Kazakh and international
law firms and their clients, the objective of today’s
session is to address some of the ways in which the
regime is being applied in practice.
3
The AIFC Mission
4
Putting the centre and regime to work
• Build-up of offices and ancillary service providers at
the site
• Establishment, recognition and operation of entities in
the AIFC
• Authorising and regulating by AFSA of certain
activities by AIFC participants
• AIX – listing for fundraising and liquidity
• AIFC law to govern domestic and international
contracts
• Dispute resolution – the Court and the IAC
• The promotion and development of specific areas of
activity
5
A modern high-tech location
6
AIFC BODIES – set up to support AIFC development
7
Non-
Financial
financial
participants
participants
Other
service AIFC bodies
providers
Businesses
8
Becoming a participant
To become an AIFC Participant applicant may
• Incorporate a new entity in the AIF
• Register a foreign Company/Partnership incorporated
in any jurisdiction other than in the AIFC, as a
Recognised Company
• Re-domicile a legal entity incorporated in another
jurisdiction
• Seek authorisation for a regulated activity (if required)
9
• BB
• cc
10
Examples of practical
implementation
• Establishing a holding company in the AIFC
• Establishing a finance company in the AIFC with listed
debt
• Financial firms
• Law firms
• Primary/secondary listing (to be covered in more
detail in later presentation)
• Choosing AIFC law to govern a contract
• Choosing AIFC Court or IAC for dispute resolution
11
Establishing a holding company in
the AIFC
• Reasons
• Process
• Structure
• Implementation
• Listing?
• Tax treatment (NB subject to application of detailed
rules)
12
Establishing a finance company in
the AIFC
• Reasons
• Process
• Structure
• Implementation
• List debt securities?
• Tax treatment (NB subject to application of detailed
rules)
13
Examples of businesses in the
AIFC
• Financial institutions
• Lawyers
• Hotels and other support businesses
14
AIFC law and dispute resolution
• Freedom to choose AIFC law to govern any
commercial relationship – no Kazakh connection
required
• Choice of
• AIFC Court (offering a fully independent common law judicial system for the
expeditious resolution of civil and commercial disputes characterised by reliability,
fairness and accessibility, unconditional application of the rule of law, and flexibility that
is responsive to the needs of global business markets)
or
• IAC (which provides an independent, economical and expeditious alternative to court
litigation, operating to the highest international standards to resolve civil and
commercial disputes)
for dispute resolution under any contract – does not need to be
governed by AIFC law or to have a Kazakh connection
15
AIFC Structures and practices
Nurkhat Kushimov
Registrar of AFSA
He oversees the activities of two divisions: Office of the Registrar of Companies and
Legal Advisory Division.
Mr Kushimov has 13 years of legal work experience in government, at different
departments of the Ministry of Interior and Ministry of Justice. Prior to joining AFSA,
he was the Head of Issuers Regulation and Head of Legal Department of AIX.
Mr Kushimov as the Acting Chief Legal Officer is responsible for management
reporting to the CEO, the AFSA Executive Body, the AFSA Board of Directors and
the AIFC Governor in respect of matters being handled by the Legal Advisory
Division.
Nurkhat Kushimov graduated from Academy of the Ministry of Interior of the Republic
of Kazakhstan, Law Institute (LLB) in 2005 and holds LLM degree from the University
of Cambridge, Faculty of Law (2013).
Registration in the
AIFC and Advantages of
the AIFC Corporate Law
NURKHAT KUSHIMOV,
REGISTRAR OF COMPANIES
ACTING CHIEF LEGAL OFFICER
Registration in the AIFC
18 FOOTER TEXT
Registration in the AIFC
19 FOOTER TEXT
Advantages of the AIFC Corporate Law
20 FOOTER TEXT
Advantages of the AIFC Corporate Law
Classes of Shares
A Company may create different classes of Shares to the extent permitted by its Articles of
Association.
Example:
AIFC Participant
Class A: Class B:
Vlaue = 1 USD Vlaue = 1 USD
Voting rights = 5 Voting rights = 1
*An Investment Company may issue fractions of Shares if authorised by its Articles of
Association.
21 FOOTER TEXT
Advantages of the AIFC Corporate Law
23
Thank you!
www.afsa.aifc.kz
[email protected]
24
AIFC Structures and practices
Razaak Busari
Head of Authorization Division, AFSA
Prior to joining the Astana Financial Services Authority, Raz was a Deputy Head, Insurance
Supervision Division at the Cayman Islands Monetary Authority from 2015 to 2019.
Raz is a seasoned regulator with over 20 years financial services and regulatory
experience. Preceding his time in the Cayman Islands, he worked for one of the leading
banks in the UK, the Financial Services Authority UK (now the Financial Conduct Authority)
and the Qatar Financial Centre Regulatory Authority. Raz holds various professional
qualifications in Financial Planning; Mortgage Advice and Practice; Compliance;
AML/CFT; Strategic Management and Leadership; and Islamic Banking and Insurance. He
is also a Certified Anti-Money Laundering Specialist and Fellow of the Chartered
Management Institute, UK (FCMI).
Raz holds a Bachelor of Law degree (LLB) and Master of Business degree (MBA) from the
UK.
Regulatory Compliance in
the AIFC
ASTANA FINANCIAL SERVICES AUTHORITY: REGULATORY
FRAMEWORK
2 JUNE 2020
Contents
• Astana Financial Services Authority
• Function and powers
• Regulatory Objectives
• Role of authorisation function
• Threshold conditions for firms and principles
• Fit and proper test for individuals and principles
• Ongoing compliance obligations of regulated
entities
• Supervision and enforcement powers of AFSA
27
AFSA: Function and Powers
1. Astana Financial Services Authority (AFSA) is established as a legal
entity and is responsible for the regulation of financial services and
related activities in the AIFC.
2. The AFSA has the following powers:
✓ to develop draft AIFC Acts relating to the regulation of financial
services and related activities in the AIFC, make the drafts available
for public consultation, and present the drafts to the body
responsible for adopting them as AIFC Acts;
✓ to adopt Acts, in the form of regulatory provisions, on matters
related to the regulation of financial services and related activities in
the AIFC;
✓ to conduct the registration, recognition and licensing of AIFC
Participants; and to keep registers of AIFC Participants;
✓ to exercise control and supervision over the activities of AIFC https://afsa.aifc.kz/
Participants and take appropriate measures in relation to them;
✓ to enter into MoUs and bilateral agreements with regulators within
and outside Kazakhstan. On 20 May 2020 AFSA, the National Bank of the
Republic of Kazakhstan and the Agency for Regulation and
Development of the Financial Market of the Republic of Kazakhstan
signed an Agreement on Exchange of Information
Article 12 of the Constitutional Statute of the Republic of Kazakhstan ‘On the Astana International Financial Centre‘
28
AFSA: Regulatory Objectives
The regulation, control and supervision of financial activities in
the AIFC by Centre Participants with a view to the
maintenance of the safety and soundness of the financial
system within the AIFC
Ensuring that financial
markets in the AIFC are fair, Creating fair, transparent
efficient, transparent and and non-discriminatory
orderly conditions for Centre
Participants
30
Authorisation function as a “gatekeeper” and “gateway” to
the regulatory environment
• Authorisation and approval are primarily used
as a forward-looking tool in order to prevent
harm from occurring. The Authorisations
Division achieves this by ensuring that all
regulated firms and individuals meet common
sets of minimum standards at the outset.
• Central to authorisation is the decision of
whether applicant firms and relevant
individuals meet Threshold Conditions and
the Fit and Proper test and will continue to
meet them for as long as they provide
regulated services.
• The Authorisations Division takes into account
the principles of good regulation, including
proportionality, and recognises the
differences in the businesses of regulated
firms and individuals.
31
AIFC regulated entities (Financial
Services Framework Regulations)
Regulated AIFC Participants: Recognised
Non-AIFC firms:
Authorised Authorised Ancillary
Firms Market Service
Institutions Providers
Recognised
Non-AIFC
Regulated Market Ancillary Market
Activities Activities Services Institutions
• Capital Markets • Investment • Legal Services
• Banking Business Exchange • Audit Services
• Asset Management • Clearing House • Accountancy
• Islamic Finance • Operating Private Services
• Fintech E-Currency Trading • Consulting
Services
Recognised
• Insurance Platform Non-AIFC
Business • Credit Rating
Services
Members
Effective supervision
Compliance arrangements
Compliance with
Relations with high standards Remuneration
the AFSA of corporate practices
governance
Licensing of Ancillary Service Providers:
Threshold conditions
Fitness and propriety considerations:
Standing with
Disciplinary
any relevant
record
regulatory body
Proposed role
Financial soundness within the Any other matters
Authorised Person
SUPERVISION
Obligations of
AFSA Powers Accounting / Auditing
Authorised Persons
• Power to gather • Obligation of disclosure to • Accounting records and
information the AFSA regulatory returns
• Power to require the • Obligation to comply with • Appointment and
production of a report an order or requirement of termination of Auditors
the AFSA
• Power to restrict, withdraw • Retention of and access to
or suspend a Licence • Obligation not to provide records
false or deceptive
• Power to impose a information
prohibition
• Obligation not to obstruct
• Power to impose a the AFSA
requirement
• Power to enter into an
enforceable agreement
Ongoing compliance obligations of regulated entities
Off-site supervision consists of Prudential returns, including liquidity and capital reports
continuous monitoring of
regulatory reporting as set by Stress testing results
rules and in accordance with a set
Annual financial statements
agreed upon communications
protocol. Anti-Money Laundering returns and MLRO reports
Power to Obtain
Power to require an
Information and
Authorised Person to to
Documents for
appoint a manager
Investigation
39
THANK YOU!
ANY QUESTIONS?
Email: [email protected]
[email protected]
40
AIFC Structures and practices
Evgeniya Bogdanova
Head of Regulation & Compliance, AIX
Evgenia has more than 20 years of experience working on international capital markets.
Before joining the AIX, Evgenia had led Legal IB and Corporate Governance teams at
Renaissance Capital.
Prior to that she practiced law at White & Case in Moscow advising in connection with
cross-border and domestic equity and debt offerings, M&A transactions, corporate
restructurings, information disclosure issues, listing requirements, corporate governance.
Evgenia graduated from the Russian Academic Law University and began her career at
the Russian Federal Commission for the Securities Market (later it has merged into the
Central Bank of Russia), where she was involved in legislative drafting activities relating to
the Russian securities market, including regulatory reform allowing direct issuance of debt
securities in Russia by foreign issuers.
ADMISSION TO LISTING ON AIX
June 2020
NEW PLATFORM FOR CAPITAL RAISING
Kazakhstan’s Astana International Exchange (AIX) to fill the niche and become a new regional financial hub
4
3
FAVORABLE ECOSYSTEM
Regulation AIX’s shareholders
Governing Law - a special legal regime based on the principles of English common law
Independent regulator - AFSA, modeled on the FCA
Market Rules - modeled on the UKLA and DIFC
Mining Board – modeled on ASX and TSX platforms
Taxation
Tax benefits for investors - no tax on capital gains or interest/dividend payments on
securities listed on AIX
UK HMRC ‘recognised stock exchange’ status - tax incentives for the UK investors
Easy access to the capital market
For Issuers - low-cost/time-saving procedures for SPV incorporation
For Brokers - possibility of remote access via recognition process
Liquidity
Brokers:
16 local, including all major local brokerage companies
7 international, including CITICS, RenCap, Sova Capital, WOOD & Co, CICC
1 supranational represented by Eurasian Development Bank
Market-makers for traded securities
Euroclear accessibility
Currency
Multi-currency trading
Issuance and settlement in any currency
4
4
ADVANCED INFRASTRUCTURE
Infrastructure
AIX Central Securities Depository
AIX Registrar
Trading and settlement
Nasdaq trading platform
Euroclear access
Multi-currency trading and settlement
FIX protocol connectivity
Market data in ITCH and FIX protocols
Nasdaq's SMARTS for Market Surveillance
Avenir Technologies for post-trade settlement and depositary
T+2 settlement cycle, BIS Model 2
SWIFT messaging
Simplified regulation for Issuers that have their Securities traded on an ERE
Issuers that have their Securities traded on an ERE will not be required to
make any additional disclosure on AIX beyond disclosures on the ERE,
provided that the same information is disclosed on AIX in English
4
7
REGIONAL EQUITY MARKET SEGMENT (REMS)
SPO Cross-listing SPO 2 ETF Corporate bonds Corporate bonds Corporate bonds
GDR ordinary shares GDR on Russian Eurobonds KZT 7bn on AIX $100m on AIX $100m on AIX
$66,8m on AIX $65,3m on AIX and RTS equity index
Corporate bonds Corporate bonds SPO Corporate bonds Corporate bonds Corporate bonds IPO
2 tranches 7 tranches ordinary shares KZT 57bn on AIX KZT 20bn on AIX 2 tranches ordinary shares & GDR
CHF 250m on AIX & SIX $183m on AIX $17,3m on AIX KZT 100bn on AIX $63,8m on AIX
4
9
Contacts
Evgenia Bogdanova
Head of Regulation & Compliance
[email protected]
AIFC Structures and practices
Arman Tastanbekov
Chief Legal Officer, AIX
Mr. Tastanbekov is a lawyer with extensive experience in capital markets, M&A, oil & gas
and mining industries.
He has worked for over 17 years as associate and partner with prominent international
law firms and as country chief counsel for a FTSE100 company.
Arman holds an LLB (with honors) from Kazakh State Law University and an LL.M. from
American University Washington College of Law, Washington, DC, USA. He is admitted to
practice law in Kazakhstan and the State of New York, USA.
AIX Mining Companies Segment
Overview for AIFC Academy of Law
Mining in Kazakhstan at a glance
Regulatory reform and Government support
The new Code on Subsoil and Subsoil Use is modeled on Western
Australia jurisdiction practice
First come - first served basis licenses are issued within 10 business days
Over 600 new licenses have been issued in under 2 years since the new
Code was enacted in addition to over 600 existing contracts
Ministry of Ecology, Geology and Natural Resources estimates that hard
minerals’ exploration requires $200m per annum in investments
The Government earmarks $500m to exploration + expects $2bn private
investment to be attracted until 2025
Tau-Ken Samruk national mining company launched a support program
for junior companies valued up to $100m in each project and for
partners to co-invest (pre-coronovirus)
Attractive environment for mining companies
1.25m sq.km available for exploration
Over 7,000 mineral deposits in total (including industrial minerals):
Gold – 343
Silver – 196
Copper – 125
Nickel – 41
Chromium – 17
Comparatively low exploration and production costs
53
AIX Mineral Companies Segment:
A flexible two-tier system with special conditions modeled on
Toronto Stock Exchange and Australia Securities Exchange practices
54
Issuer and investor benefits
55
Mining companies on AIX
Pre-IPO
Debt
56
Contacts
Arman Tastanbekov
Chief Legal Officer
[email protected]
AIFC Structures and practices
Arman Batayev
Senior Manager, Deal Sourcing Department, AIFC
Business Connect
2 June 2020
AIFC Business Connect
Main Objectives
Define and source suitable investment projects, including working with Government sourcing agencies
Structure projects into suitable models recognisable for international participants, including supranational agencies
60
AIFC Business Connect
Customer Journey
STAGES 1. Market Research 2. Consideration 3. Services 4. After Sales Service 5. New Products
AIFC Business Connect Potential clients / Clients Main services include Main after sales services In case AIFC does not
conducts market research are guided and consulted I. Registration / include have a suitable product,
DESCRIPTION to implement international regarding the services and Authorisation Support & I. Post-Registration new product development
best practices, understand products provided by II. Deals Sourcing and Support & is considered by analysing
needs of customers & AIFC Business Connect Deals Structuring II. Investment Project the viability of a new
develop suitable products Realisation Support product
Industry analysis
Meetings / Calls
Meetings / Calls
News Releases
Direct enquiries
Market analysis
Best practices
Direct e-mails
ABC Website
Social Media
Consultancy
Dashboards
Call Centre
Call Centre
Residence
Residency
Referrals
research
TOUCH
External
Specific
E-mails
E-mails
Events
Digital
Digital
POINTS
KEY
DEPARTMENTS 1 4 3 3 1
Sales
Participants Support
Deals Sourcing
Deals Structuring
Business Relations
Market Research /
Commercial / PMO
61
AIFC Business Connect
Deals
1. Sourcing Projects 2. Structuring Projects 3. Going to Market
Defining and sourcing suitable investment Structuring projects into suitable models Matching financing investors with suitable
projects from government sourcing recognisable for international projects and providing them with deep segment
agencies, national companies and funds, participants, including private & knowledge and network in order to ensure
associations & special economic zones via corporate investors, as well successful implementation.
signing MoUs, NDAs and other supranational agencies.
agreements.
62
Join the fastest
growing Financial Hub
AIFC Business Connect has been formed with a goal of attracting
new AIFC participants and supporting existing ones. Throughout its
work, AIFC Business Connect was able to bring in Top Chinese banks,
multiple global law firms, tech companies from USA and Europe, as
well as several international asset management firms.
+7 (7172) 64 73 31
[email protected]
Questions?
64