International investment group Brait has registered Malta’s first SE company, according to the Malta Financial Services Authority’s portal.
Brait migrated from Luxembourg to Malta
Brait SE’s registration in Malta took place by means of a merger by acquisition of BM plc, a Maltese subsidiary. According to the terms of the merger published in the Luxembourg Legal Gazette of March 24, all the assets, liabilities and obligations of BM plc are to be acquired by Brait SE.
A European company (known by the abbreviation of its Latin name ‘Societas Europaea’ or SE) is possible following Council Regulation 2157/2001 which came into force in October 2004.
The regulation gave national companies in the EU the option of restructuring their businesses on a pan-European level as a way to facilitate cross border economic activities by encouraging firms in members states to adopt a higher European profile. At the same time, the drive reinforces the underlying principles of the Single European Market.
An SE must have capital of at least €120,000 and can be formed in four ways. Public limited companies from two member states can form an SE by merger; public and private limited liability companies from two member states can form a holding; any legal entities governed by public or private law from two member states (or an SE itself) can form a subsidiary as an SE; a public limited company can convert into an SE if it has a subsidiary in another member state.
All four options have a cross border element: at least two of the founding companies must be governed by the laws of different member states. The regulation does not deal with all the points of company law. On many issues, an SE is governed by the company legislation of the state in which it is registered.
The benefits that may be derived from the formation of SE as identified by statements made by some SE registered companies are mainly the enhancement of European identity by strengthening economic, social and cultural position in the EU; a solid and uniform structure and therefore a reduction in cost; a boost to the company’s global competitiveness; and flexibility in cross-border activities which makes it easier to attract capital especially for cross border projects.
Founded in 1990, Brait is an international investment group that manages third party capital committed by a combination of international and South African investors. It is involved in the raising and management of investment funds classified as alternative assets. Its product portfolio includes private equity, mezzanine debt funds and a range of hedge fund solutions. It also deploys its capital in proprietary investment programmes in various product areas.
Its move to Malta follows a Zar (South African rand) 5.9 billion rights offer, various part acquisitions, and a company restructuring earlier this year.
In line with its intention to move towards a listed investment vehicle, Brait migrated from Luxembourg to Malta and subsequently transferred the registered office of the holding company from Luxembourg to Malta. Brait has retained its primary and secondary listings on the Luxembourg and Johannesburg Stock Exchange.
Germany has been the home to more than half of the 189 registered SEs with more than five employees on their payroll. Allianz, the insurance, asset management and banking group, is one. With about 162,000 workers on its payroll, it is the largest German financial services company operating in more than 70 countries.