Using a Gibraltar Fund for a Major Transaction
Raising Institutional Capital to Co-Invest with BlackStone
A London-based multi-family office was presented with the opportunity to raise capital alongside BlackStone for the acquisition of a major insurance firm. To complete the transaction, the family office needed a fund structure that would be acceptable to institutional investors, compliant for UK and US marketing, and tax efficient for both jurisdictions.
The structure needed to allow marketing to professional investors in the United Kingdom under FCA rules, while also being capable of accepting investors from the United States in compliance with US securities and tax regulations. It had to provide a tax-efficient platform for participants and meet the high institutional standards required by BlackStone and other global investors.
AZJ Legal proposed Gibraltar as the optimal fund domicile and prepared an initial presentation outlining the proposed fund structure, its regulatory and tax advantages, and the mechanics of investor participation. Following approval, AZJ Legal established the Gibraltar fund as a self-managed Private Scheme (also referred to locally in Gibraltar as a Private Fund), prepared the offering memorandum, and registered the fund with the FCA to enable capital raising in the UK.
To optimise tax treatment for UK investors, AZJ Legal successfully secured UK reporting fund status, ensuring that profits realised on redemption were treated as capital gains rather than income. The firm also coordinated with US tax and regulatory specialists to ensure compliance with US investor requirements, allowing simultaneous fundraising across both jurisdictions.
The fund attracted significant investor interest due to its strong investment case, favourable tax profile, and robust legal structure. With institutional participation led by BlackStone, the fund successfully raised over £25 million and completed the acquisition of the insurance firm.