30/06/2006
Ogier has acted for Société Générale in establishing the first Incorporated Cell Company (ICC) to be set up in Jersey.
Societé Générale, advised by Ogier’s Michael Lombardi and Nathan Powell, selected the ICC as the most efficient structure in a complex asset financing transaction in order to facilitate ring-fencing the assets and liabilities attributable to the initial portion of the financing.
SG Hambros Trust Company (Channel Islands) Limited has been selected to act as administrators of the ICC and it is anticipated that additional cells will be added for subsequent financings.
In another transaction involving Ogier, Michael Lombardi and Bruce Scott acting for Nordea Bank Danmark A/S converted a purchasing company to accede to the Viking €2,000,000,000 multi-currency asset-backed commercial paper programme into a cell of an ICC.
The transaction documentation is designed to permit the ICC to establish additional incorporated cells to accede to the programme in future. The ICC is expected to produce cost and time savings for subsequent purchases of receivables. ICCs have the ability to create one or more incorporated cells each of which have a separate legal personality.
Ogier finance partner, Michael Lombardi commented that, “The new Incorporated Cell Company provides transaction sponsors and arrangers with a wider range of cost effective structuring options than is currently available elsewhere. It is anticipated that Incorporated Cell Companies will be used for a variety of applications in medium term note programmes, multi-series asset backed securities issues, umbrella investment funds and structured equity products.”
