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European Financial Congress

22 June 2015

On 22-24 June 2015 Sopot will host V European Financial Congress.

This year’s edition of the Congress will be held under the patronage of Donald Tusk ‒ President of the European Council, and the leading topic will be "European integration in the face of security crisis."

The Warsaw office of Baker &McKenzie will once again actively participate in the Congress. This year the firm’s representatives will take part in three debates:

• "Stock exchange as a means for reducing barriers to the development of family-owned enterprises in the areas of succession, professionalization and growth?" in partnership with the Warsaw Stock Exchange. The discussion will be moderated by Konrad Konarski.
• "How will the capital markets union impact the development of capital markets in Europe?" with the participation of Konrad Konarski.
• "How to gain customer insight and put it to good use?" with the participation of Marek Rosiński.

The video was first uploaded in Vimeo.

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Philippine Congress Approves the REIT Act of 2009

The Philippine Congress has approved the Bill providing the legislative framework for real estate investment trusts (“REITs”). The Bill is set to be presented to the President of the Philippines for signing into law. It is expected that the law, to be known as the REIT Act of 2009, will take effect before the end of this year.

Within 90 days from the REIT Act of 2009 becoming effective, the Philippine Securities and Exchange Commission, in coordination with the Bangko Sentral ng Pilipinas (Philippine Central Bank) and the Department of Finance, and in consultation with other stakeholders such as the Philippine Stock Exchange and the real estate industry, will promulgate the implementing rules and regulations of the REIT Act of 2009.

The Philippine REIT framework under the draft REIT Act of 2009 has the following significant features:

• Listing requirement: The REIT must be organized as a Philippine corporation and listed on the Philippine Stock Exchange to be eligible to avail of the tax incentives under the REIT Act of 2009.
• Minimum public ownership requirement: Upon and after listing, the REIT must have at least 1,000 public shareholders (defined in the law) each owning at least 50 shares of any class, and who, in the aggregate, own at least 1/3 of the outstanding capital stock of the REIT.
• Foreign equity restriction if REIT will own land: There is a 40% foreign equity restriction in a REIT that owns land.
• Minimum paid-up capital: The REIT must have a minimum paid-up capital of PhP300,000,000.00 (approximately USD6,250,000).
• Independent directors: At least 1/3 of the board of directors of a REIT must be independent directors.
• Minimum dividend declaration: The REIT must distribute annually at least 90% of its distributable income. Distributable income is net income as adjusted for unrealized gains and losses/expenses, impairment losses and other items in accordance with internationally accepted accounting standards, and excludes proceeds from the sale of assets that are reinvested in the REIT within one year of such sale. Consistent with the structure of the REIT as a corporation, the dividends shall be payable only out of unrestricted retained earnings.
• Allowable investments: A REIT may invest only in the following types of assets: (i) real estate located in or outside the Philippines, (ii) real estate-related assets, regardless of where the issuers, the assets or the securities are incorporated, located, issued or traded, (iii) managed funds, debt securities and shares issued by listed local or foreign non-property corporations, (iv) securities issued on behalf of the Philippine government, government of other countries or multilateral agencies, and (v) cash and cash equivalents.

The REIT may invest in real estate located outside the Philippines, subject to the following conditions: (i) the real estate must be incomegenerating (i.e. generates a regular stream of income), (ii) the total investment in real estate located outside the Philippines cannot exceed 40% of the REIT’s deposited property, and (iii) the investment may be made only upon special authority from the Philippine Securities and Exchange Commission.

• Investment restrictions: The REIT is subject to the following investment restrictions:

(i) A REIT may invest no more than 5% of its investible funds in synthetic investment products and only upon special authority from the appropriate regulatory agency.

(ii) At least 75% of the deposited property of the REIT must be invested in income-generating real estate.

(iii) A REIT cannot undertake property development activities unless it intends to hold the developed property upon completion, and in any event, the total contract value of property development activities undertaken and investments in uncompleted property development cannot exceed 10% of its deposited property.

(iv) Not more than 15% of investible funds of the REIT may be invested in any one issuer’s securities or any one managed fund, except with respect to government securities where the limit is 25%.

(v) When investing in real estate as a joint owner, the REIT should make such investment by acquiring shares or interests in an unlisted special purpose vehicle constituted to hold/own the real estate and the REIT should have freedom to dispose of such investment. The joint venture agreement, memorandum and articles of association or other constitutive document of the special purpose vehicle should provide for a minimum percentage of distributable profits that will be distributed, and grant the REIT veto rights over key operational issues of the special purpose vehicle.

Aggregate leverage limit: The total borrowings and deferred payments of a REIT cannot exceed 35% of its deposited property. It may exceed 35% (but must not exceed 70%) if the REIT has a publicly disclosed investment grade credit rating by a duly accredited or internationally recognized rating agency. Fund manager / Property manager: Both the fund manager and the property manager: (i) must be independent from the REIT and its sponsor/promoter, (ii) must have independent directors, (iii) must comply with corporate governance requirements including “fit and proper” rules, and (iii) must not have a conflict of interest.

As to the number of the independent directors of a fund manager, it will be the number specified in the law or regulation under which the fund manager’s license was issued. With respect to property managers, it must have at least 2 independent directors or such number that constitutes 20% of the membership of its board of directors, whichever is lower, but in no case less than 2.

Tax incentives: The REIT will enjoy the following tax incentives: (i) it will not be subject to the minimum corporate income tax of 2% of gross income, (ii) income payments to a REIT will be subject to a lower creditable withholding tax of 1%, (iii) the sale or transfer of real property to a REIT will be subject to only 50% of the applicable documentary stamp tax and registration and annotation fees, and (iv) cash or property dividends paid by a REIT will be subject to a final tax of 10%, subject to certain exceptions.

In computing the taxable net income of a REIT, dividends distributed by the REIT as of the end of the taxable year are excluded. Dividends distributed during the period between the close of a taxable year and on the last day of the fifth month following the close of the taxable year will be considered as paid on the last day of such taxable year.

With the expected enactment of the Philippine REIT Act of 2009, the Philippines takes a significant step in recognizing the importance of real estate as an asset class for structured investments. The law is also expected to fuel growth prospects in the office, hotel and residential property development sectors, as the Philippine property market continues to be driven by increasing demand from the business process outsourcing sector, the expansion of the tourism industry, and the increasing remittances from expatriate Filipinos.

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«Конгресс Консалтинг» (ООО) предоставляет широкий комплекс услуг в области консалтинга.

Основу Компании составляют профессиональные специалисты. имеющие за плечами колоссальный опыт работы. Они зарекомендовали свою репутацию на рынке профессиональных участников, оказывая помощь при решении сложных и нестандартных задач.

В своей работе мы придерживаемся мнения, что каждая поставленная перед нами задача индивидуальна и имеет исключительность своего решения. «Индивидуальность подхода к каждому клиенту» – это наше главное правило в построении грамотного и четкого процесса выполнения работы!

Мы стремимся быть максимально полезными в Вашей деятельности и готовы оказать своевременные консультации и услуги по различным направлениям деятельности компании.

С уважением,

Коллектив «Конгресс Консалтинг»

Источники: http://m.bakermckenzie.com/ru-RU/fcpolandeuropeanfinancialcongressjun15/, http://m.bakermckenzie.com/ru-RU/rrtaxphilippinecongressapprovesapr10/, http://www.cgconsult.ru/