Infrastructure generally describes all physical assets, equipment and facilities of interrelated systems and service providers, together with the underlying structures, organizations, business models and rules and regulations, which are used to offer certain sector-specific commodities and services (e.g. transport, energy and water supply, waste water and waste disposal) to individual economic entities or the wider public to enable, sustain, or enhance social living conditions.
Typical examples of Infrastructure include roads, airports, ports, oil and gas lines and renewable energy plants (e.g. wind and solar plants) as well as public utilities such as waterworks, power companies and waste disposal companies.
The choice of an Infrastructure investment vehicle and structure, will depend on the type of funding that needs to be raised, the proposed investor base, the type of investments to be made and any specific tax considerations.
The Luxembourg legal framework is diverse and flexible enough to fulfill the needs of a wide range of investors. The taxation regime is also a key factor when considering whether to establish a regulated or unregulated Infrastructure investment vehicle for international investors.
Luxembourg offers a choice of three different regulated investment vehicles which are appropriate for the structuring of an Infrastructure fund:
- The law of 13 February 2007, on specialised investment funds (SIFs), as amended (the SIF Law);
- The law of 15 June 2004 on the investment company in risk capital (Société d’Investissement en Capital à Risque, SICAR), as amended (the SICAR Law); and
- Part II of the law of 17 December 2010 on undertakings for collective investment (Part II UCIs) (the 2010 Law)
In December 2015, Ireland introduced the European Union (European long-term investment funds) Regulations 2015 to facilitate the establishment of ELTIFs in Ireland. ELTIFs represent a key component of the European Commission’s initiative on Capital Markets Union (CMU) and aim to promote cross-border long-term investment in projects such as infrastructure, sustainable energy and new technologies. As a leading centre for cross-border Alternative Investment Funds (AIFs), Ireland is well-positioned as a location to domicile, manage and service ELTIFs. Ireland already has significant experience in the long-term investment space with a range of infrastructure, green and real asset investment funds established here.
Regulation (EU) 2015/760 on European long-term investment funds took effect on 9 December 2015.