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Restructure brings Flow to Bermuda

Go with the flow: Dutch fintech company is proposing to set up a top holding company in Bermuda (File photograph by Blaire Simmons)

A Dutch fintech firm with global ambitions is proposing to set up a top holding company in Bermuda.

Netherlands-based Flow Traders NV is a global financial technology-enabled liquidity provider in financial products, historically specialised in exchange traded products, and now expanding into other asset classes.

The company has proposed the implementation of an updated corporate holding structure, which is subject to shareholder approval, “as an enabler of its global strategic ambition”, and said it was “the result of a thorough legal and capital structure review”.

Flow said the update of the holding structure enabled it to become more competitive as a global, next generation liquidity provider, particularly in relation to regulatory capital management.

It added that different capital requirements would apply following the update of the holding structure, which are expected to expand Flow Traders’ strategic growth options.

Furthermore, it will create a more level playing field with global peers with respect to the regulatory capital framework, the company said.

Following the update of the holding structure, Flow Traders will retain its existing global footprint with no change to day-to-day operations. This includes a substantial presence in the Netherlands as well as maintaining a listing on Euronext Amsterdam.

The company said the update of the holding structure did not change Flow Traders’ tax residence in the Netherlands and said it continued to apply its policy of pursuing the principle that tax should follow the business.

Therefore, it said, Flow Traders would continue to pay taxes in those countries where profits were earned, predominantly in the Netherlands. Flow Traders’ regulated entities will continue to be subject to supervision by their respective regulators.

The company said: “As a top holding company domicile, Bermuda has been selected by Flow Traders and by numerous other financial services companies as it offers a well-established and respected legal jurisdiction, while offering Flow Traders the ability to execute its growth plans and continue all major elements of its current governance.

“The proposed update of the holding structure has received the unanimous support of Flow Traders’ management and supervisory board members. In line with Bermuda law, the top holding company will have a one-tier board structure, comprised of executive and non-executive directors, including the independent chairman.”

Flow Traders said it had obtained an unconditional declaration of no objection from the Dutch Central Bank in connection with the update of the corporate holding structure. The proposed update is subject to shareholder and certain other regulatory approvals.

Flow will propose the update to the corporate holding structure to shareholders at an Extraordinary General Meeting, scheduled to be held virtually on December 2.

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Published October 26, 2022 at 7:51 am (Updated October 26, 2022 at 7:51 am)

Restructure brings Flow to Bermuda

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