Advisory and Structuring

Corporate Structuring and Restructuring

The fast-changing economic climates, varying consumer trends and company expansion often demand a change in the company’s overall structure. At Zeta, we are ideally positioned to assist clients with these changes, not only in deciding what the necessary adjustments are but their implementation as a whole.

Transaction Structuring

Effective structuring, be it a tax, financial or corporate, is key to successful transactions. By providing a swift diagnosis of the transaction objective, we will be able to advise and determine the appropriate route to be followed. Clients will be presented with selectively chosen alternatives for achieving their goals, whilst taking into account the accounting, tax, legal and shareholder concerns.

Potential issues you may be considering:

• IPO (pre-IPO capital reorganisation, distributable reserves planning, method for achieving exit for current shareholders);
• Return of value/surplus cash;
• A demerger;
• Refinancing/securitisation;
• Group reorganisation;
• Improving the efficiency of your legal entity group structure.

Zeta’s advisory team provides a wide range of financial and legal advisory services on a corporate or personal level to both local and international clients. Our team of professionals has the experience and resources to assist both existing and potential clients in their structuring needs.

• Advice and assistance on legal and financial structuring;
• Legal and financial due diligence reports;
• Mergers, divisions, amalgamations and acquisitions;
• Structuring of deals, whilst taking into account the jurisdiction’s regulatory requirements and applicable laws;
• Share transfers agreements;
• Shareholders’ agreements;
• Corporate governance practices and procedures;
• Structuring collateral and guarantees;
• An analysis of the financial options;
• Efficient and compliant management of your financial affairs;
• Efficient and compliant investment structures;
• Advice and arrangement of compliant products;
• Corporate compliance;

Financial & Credit Institution Licence

Financial Institutions are regulated by the Financial Institutions Act, Chapter 376 of the Laws of Malta. A financial institution is authorised to execute similar activities as of a credit institution; however, the main difference being a financial institution cannot take deposits from the public.

Financial institutions are classified into two categories:

• Institutions which provide payment institutions or which issue electronic money institutions;
• Institutions which provide other activities such as;
  • Lending;
  • Financial leasing;
  • Venture or risk capital;
  • Issuing and administering traveler’s cheques;
  • Guarantees and commitments;
  • Underwriting share issued and participation in such issues; and
  • Money broking.

Credit Institutions are licensed and regulated under the Banking Act of 1994, Chapter 371 laws of Malta. The legal definition of the ‘business of banking’ is the acceptance of deposits of money from the public (whether as principal or agent) that may be withdrawn or repayable on demand or after a fixed period; or borrowing or raising money from the public to employ all or part of such money by lending to others or invest such money at its own risk.

Activities of a credit institution include:

• Financial leasing;
• Payment services;
• Issuing and administering traveler’s cheques, bankers’ drafts and similar instruments;
• Guarantees and commitments;
• Trading for own account or an account of customers in:
  • Money market instruments (cheques, bills, certificates of deposit, and similar instruments);
  • Foreign exchange;
  • Financial futures and options;
  • Exchange and interest-rate instruments;
  • Transferable securities.
• Participation in securities issues and the provision of services related to such issues;
• Advice to undertakings on capital structure, industrial strategy and related questions and advice as well as services relating to mergers and the purchase of undertakings;
• Money broking;
• Portfolio management and advice;
• Safekeeping and administration of securities;
• Credit reference services;
• Safe custody services;
• Issuing electronic money.

Payment Institution (PIs)

Standalone payment service providers (PSPs), also known as Payment Institutions (PIs) are regulated under Maltese legislation of the Financial Institutions Act, Chapter 376 of the Laws of Malta.

Payment institution’s authorised activities are:

• Services relating to a payment account which enables cash to be deposited in or withdrawn from a payment account, or the execution of payment transactions by direct debits, through a payment card (or similar device) or a credit transfer;
• Issuing and/or acquiring payment instruments;
• Money remittance;
• Executing payment transactions where the payer’s give consent to execute a payment transaction by way of any telecommunication, digital or IT device and the payment is made to the telecommunication, IT system or network operator; subject to the operator only acting as an intermediary for the payment services user.

Electronic Money Institution (EMI)

An Electronic Money Institution (EMI) is a financial institution that is authorised under Maltese legislation of the Financial Institutions Act, Chapter 376 of the Laws of Malta to issue electronic, or digital (including magnetically stored) money.

A licenced EMIs can provide certain payment services and the operation of payment systems. This includes:

• Cash deposits on and cash withdrawals from a payment account;
• Payment transactions (including through a payment card or similar device);
• Direct debits & standing orders;
• Issuing debit cards.

Investment Services Providers (ISPs)

Investment Services are regulated under the Investment Services Act, Chapter 370 of the Laws of Malta. The sole authority of this industry is the Malta Financial Services Authority (MFSA), which is responsible for the financial services industry in Malta. Under the Act, an ‘investment service’ is defined as ‘any service falling within the First Schedule when provided to an instrument. The services listed under the First Schedule are the following:

• Reception and transmission of orders to one or more instruments;
• Execution of orders on behalf of other persons;
• Dealing on own account;
• Management of Investments;
• Trustee, custodian or nominee services;
• Investment advice;
• Underwriting of instruments and, or placing of instruments on a firm commitment basis;
• Placing of instruments without a firm commitment basis;
• Operation of a Multilateral Trading Facility.

How Zeta Can Help

Zeta’s team provides clients with extensive experience in the licensing of financial services. Through a pro-business regulatory environment and Zeta’s guidance, we will collaboratively be able to find a structure that fits your needs.

We tailor our support to provide you with advice on unique platforms that will be well suited for investment services providers looking to target a specific type of clientele. The jurisdictions we operate in provide an environment with an affordable cost base, passporting rights, and an open-for-business regulatory environment.

The financial sector is complex and contains many diverse sub-sectors. Through Zeta’s research advice and guidance on a variety of critical issues, clients have been able to make more informed decisions, resulting in sustainable bottom-line performance. Zeta’s Financial Services Research division combines expertise in finance with an international network of experienced market researchers, to provide companies and individuals with the critical knowledge they need to make sound, strategic investment decisions.

The concept of intellectual property (IP) is straightforward and has been with us for a long time. Wherever we go, we are surrounded by intellectual property.

Mere thoughts and ideas do not qualify; intellectual property defines and protects human innovation and creations:

• Trademarks signal the origin of products to consumers;
• Designs specify how products look;
• Copyright relates to artistic creations, such as books, music, paintings, sculptures and films;
• Patents protect technical inventions in all fields of technology;
• Intellectual property rewards innovators and enables everyone to benefit from their achievements.

If you are in business, you have a trademark. It is the way your customers identify you. Your trademark differentiates your products from everyone else’s and encapsulates your values: it may be your most valuable asset.

Measuring and understanding the value of one’s business, shares, tangible and intangible assets is crucial for making informed decisions down the line. The need for unconcealed and robust valuations to support corporate and individual investment decisions and to meet regulatory and accounting requirements is continually increasing. Zeta offers comprehensive business valuation, financial valuation, and company valuation.

Our experienced team provides excellence in accounting, taxation, and due diligence to provide you with valuation advice for an abundance of purposes. Contacting Zeta will give you the innovative perspective needed to suit your valuation requirements.