Message-ID: <380754.1075844492386.JavaMail.evans@thyme> Date: Tue, 12 Sep 2000 11:12:00 -0700 (PDT) From: janine.juggins@enron.com To: sara.shackleton@enron.com Subject: Re: Tech contact for ITG Europe Platform installation - ENA and ECT Investments, Inc. Cc: stephen.douglas@enron.com, jeff.blumenthal@enron.com, mahesh.lakhani@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: stephen.douglas@enron.com, jeff.blumenthal@enron.com, mahesh.lakhani@enron.com X-From: Janine Juggins X-To: Sara Shackleton X-cc: Stephen H Douglas, Jeff Blumenthal, Mahesh Lakhani X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Notes inbox X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Further to my voicemail message yesterday I wanted to advise the outcome of our latest discussions with John Greene and Gary Hickerson with respect to the corporate structure for equities trading by London based employees. The recommendation is that an agent (which will be a UK incorporated entity) will incur the costs of those employees based in London. The UK agent will arrange equities transactions in the name of ENA (ie. ENA will be the principal to the trade) in accordance with a services agreement. The services agreement will be supplemented by detailed daily instructions issued by ENA employees based in Houston which will set out strict limits under which the UK agent can arrange such equity transactions. Detailed procedures will be drafted which if properly observed should prevent the establishment of a tax presence for ENA in the UK (a deemed UK tax presence through the UK agent). These procedures are being developed in conjunction with the relevant commercial parties (John Greene, Gary Hickerson etc) to ensure that they are both practical and effective and are not merely a "rubber-stamping" exercise which would not afford adequate protection against the creation of a UK tax presence for ENA. Whether EEFT will be the agent or a newly incorporated UK entity is subject to some further due diligence on the UK regulatory side. The strong preference is not to use EEFT if possible. Thus with regard to the Instinet trading system, the party which will execute the trades as principal via Instinet will be ENA. The services performed by the agent in arranging the transactions for ENA via Instinet, will need to be governed by the same services agreement and procedures outlined above in respect of offline trades. I have not had the opportunity to discuss the above proposal with our colleagues in ENA tax but they are familiar with the alternative scenarios which were under consideration. If further discussion of this issue is needed urgently I can be contacted for the rest of the week at the Swissotel, Istanbul, Turkey (8 hours ahead of Houston time) - telephone # 90 212 259 01 01; fax # 90 212 326 11 22 or alternatively try mobile # (44) 77 88 437 195. I will also be picking up voicemail on 44 207 783 5326. Regards Janine To: Sara Shackleton/HOU/ECT@ECT cc: Janine Juggins/LON/ECT@ECT, Jordan Mintz/HOU/ECT@ECT Subject: Re: Tech contact for ITG Europe Platform installation - ENA and ECT Investments, Inc. As just described in my earlier E-mail on this matter, this raises several concerns and is not a good idea. It would be preferable to have one of our foreign affiliates contract for the service. Separately, it appears that a form of trading for ENA is contemplated in London which, as we have discussed, raises serious tax nexus concerns for us. Consequently, I have cc'd Janine Juggins on this E-mail so that she is aware of matters and can explore to see what is actually contemplated. Janine, I suspect that we need to clarify on whose behalf people work while in London (EEL?). I will be in Canada this week and will try to speak with you while away but, alternatively, you can speak with Janine directly and/or contact me at the Hotel Vancouver in Vancouver, British Columbia. Steve. From: Sara Shackleton on 09/08/2000 08:45 AM To: Stephen H Douglas/HOU/ECT@ECT, Jeff Blumenthal/HOU/ECT@ECT cc: Subject: Re: Tech contact for ITG Europe Platform installation - ENA and ECT Investments, Inc. DOES THIS INSTALL PRESENT ANY TAX ISSUES? HELP! Sara ----- Forwarded by Sara Shackleton/HOU/ECT on 09/08/2000 08:43 AM ----- Laurel Adams 09/08/2000 08:11 AM To: Sara Shackleton/HOU/ECT@ECT cc: Subject: Re: Tech contact for ITG Europe Platform installation FYI... ---------------------- Forwarded by Laurel Adams/HOU/ECT on 09/08/2000 08:07 AM --------------------------- John Greene 09/08/2000 04:25 AM To: Julie Pechersky/HOU/ECT@ECT, Cyrus Kazak/LON/ECT@ECT cc: jwhite@itgeurope.com, KSonderb@itginc.com, Laurel Adams/HOU/ECT@ECT Subject: Re: Tech contact for ITG Europe Platform installation Cyrus/Julie, Can you please coordinate with Jamie White at ITG on this install. I don't really care how I get it. I would presume that someone in our IT group worked with ITG to determine the best delivery method on the original install. If so, please use the same architecture. If not, please consider the options and if we think there exists a better method than the one being in Houston, let's upgrade the one in Houston concurrently with the London install so the two sites are in synch. This install will initially be for European equity trading only but we may want to incorporate US equities at a later date as well. Any activity on this setup will be governed by the same agreements currently in place as it will be done on behalf of both ECT Investments and Enron North America until further notice. Thanks and regards, John ---------------------- Forwarded by John Greene/LON/ECT on 08/09/2000 10:03 --------------------------- Enron Europe From: Cyrus Kazak 06/09/2000 10:59 To: John Greene/LON/ECT@ECT cc: Julie Pechersky/HOU/ECT@ECT Subject: Re: Tech contact for ITG Europe Platform installation John Is this for European or US equities or both ? Do you want to trade using Internet access or would you prefer a fixed link leased line ? If you could let me know Thanks Cyrus John Greene 06/09/2000 16:31 To: Cyrus Kazak/LON/ECT@ECT cc: Julie Pechersky/HOU/ECT@ECT, Jamie_White.ITGE@itginc.com, KSonderb@itginc.com Subject: Tech contact for ITG Europe Platform installation Cyrus, Can you please arrange for this installation on my desktop. Please coordinate with Julie Pechersky and Jamie White to ensure that my setup has the same functionality as Selena Gonzales in Houston. Thanks and regards, John x3-5534 ---------------------- Forwarded by John Greene/LON/ECT on 06/09/2000 16:31 --------------------------- Enron Capital & Trade Resources Corp. From: KSonderb@itginc.com 06/09/2000 09:43 To: jgreene@enron.com cc: Jamie_White.ITGE@itginc.com Subject: Tech contact for ITG Europe Platform installation Hi John, Please have your technology person contact Jamie White at jwhite@itgeurope.com (670-4200 in London) to schedule an installation of the ITG Europe Platform. Good luck getting the office set up! Regards, Kathy 617-692-6500