Corporate and M&A in Guernsey

Mourant

In the real estate M&A space, Mourant  Guernsey corporate head Helen Wyatt and the 'superb' John Rochester take the lead on premier deals and joint ventures involving logistics and distribution warehouse assets. Focus areas for Frances Watson include the regulated sectors of financial services and insurance, with ongoing work involving regulatory guidance, board issues, restructuring, inward investments and private M&A. The private wealth field is also a primary conduit of engagements; John Lewis is the go-to name in this sphere. Below partner level, counsel Alana Gillies and senior associate Alana Nisbet provide valuable support across the breadth of transactions.

Practice head(s):

Helen Wyatt

Other key lawyers:

John Rochester; Frances Watson; John Lewis; Alana Gillies; Alana Nisbet; Darren Bacon

Testimonials

‘John Rochester is superb. He is a great manager of clients and always delivers top-notch service and does it fast.’

‘Alana Gillies is a machine on a transaction. It is like having an extra player on your team. Her deal stamina and positive attitude shines through during the slog of a long transaction.’

‘Mourant has a strong corporate practice in Guernsey, and is the firm we tend to call first when we have a financial services matter. I tend to use them for insurance matters, and find that they are well versed on both the law and market practice.’

‘I have worked with John Lewis, Helen Wyatt and Andrew Grant. All are strong corporate lawyers, who have delivered a good service on some complex matters.’

‘Responsive and knowledgeable.’

‘The team has a great blend of technical legal skills and personal skills.’

‘Darren Bacon is both a very strong lawyer technically and highly experienced in the local market.’

‘Alana Gillies has great potential in the industry, she is very engaging with a real entrepreneurial drive and external relationship focus whilst still delivering a great day-to-day legal service.’

Key clients

Big Deal Music

Brockton

Brookfield

EFG

Greystar

HG Pooled

John Laing Infrastructure Fund Limited (JLIF)

Mariana Resources Limited

Rothschild

Royal Bank of Canada

Praxis IFM

Saffery Champness

Schroders

SG Kleinwort Hambros

Work highlights

  • Acted for Big Deal Music on the sale of interests in the company to a Guernsey collective investment scheme called Hipgnosis Songs Fund Limited that focuses on the acquisition of song rights.
  • Advised Saffery Champness on the business sale (asset deal) of its audit accounting practice including ad hoc advice on due diligence, negotiation of the heads of terms and sale and purchase agreement and completion of the transaction.
  • Acting for Hg Pooled Management on the Guernsey and Jersey regulatory aspects of its $1bn investment in Hyperion Insurance Group.

Carey Olsen

Carey Olsen’s corporate and M&A department continues to be a primary choice for listed corporates. The firm's talented bench of lawyers includes practice heads Tom Carey and Ben Morgan, Tony Lane (who also advises on corporate governance and shareholder rights matters), and senior associates Arya Hashemi and John Scanlan, who regularly lead on big-ticket deals for LSE-listed Guernsey companies. Downstream private equity M&A is equally a strength; key lawyers here include Andrew Boyce and Annette Alexander. In the regulated sectors, insurance M&A transactions were recently handled. The team's work also includes high-value UK-based property portfolio acquisitions for investment companies; David Crosland often leads on such mandates.

Practice head(s):

Tom Carey; Ben Morgan

Other key lawyers:

Tony Lane; Arya Hashemi; John Scanlan; Andrew Boyce; Annette Alexander; David Crosland

Testimonials

‘Tom Carey in Guernsey is extremely able and connected. Very responsive and knowledgeable. One of the top corporate partners in Guernsey with a particular focus on asset management.’

‘Full-service firm that is able to provide timely, concise and commercially sound advice. No task is too small nor too urgent. ’

‘Tom Carey is excellent. Incredibly knowledgeable and willing to work to tight timelines. Tom has a great attention to detail and is able to deliver creative solutions to problems as they arise.’

Key clients

Lloyds Bank International Limited

Permira

Advent International

VinaCapital

GLI Finance Limited

Raven Property Group

Amdocs Limited

Grant Thornton

bd-capital

Brockton Capital

Work highlights

  • Assisted bd-capital Partners Management with the formation and launch of a single-asset investment vehicle which acquired a stake in Symprove, an innovative disruptor in the probiotics market.
  • Advised Advent International on the acquisition of a 75% stake in the UK operations of Hermes parcel delivery group and a 25% stake in its German business for €1bn.
  • Advised GLI Finance Limited on a restructuring and refinancing comprising a placing and open offer of shares, along with an issue of new bonds and warrants, and repayment of existing bonds.

Ogier

Ogier fields an extensive bench of corporate M&A lawyers led by the 'excellentBryon Rees. The strong standalone team takes charge on Guernsey-based and global deals, including in the regulated telecoms space and the UK real estate sector. Leading downstream private equity experts include Craig Cordle and Tim Clipstone (who also advises on regulatory matters including AML and corporate responsibility), while managing associate Richard Doyle lends his hand to joint ventures, shareholder agreements and corporate reorganisations. Charlotte Brown is another key team member at the senior associate level.

Practice head(s):

Bryon Rees

Other key lawyers:

Craig Cordle; Tim Clipstone; Richard Doyle; Charlotte Brown; William Schofield

Testimonials

‘I found the team to be very flexible and helpful on a deal that had quite a few twists and turns. It was a corporate real estate funding so required a lot of different elements that they were able to cover off.’

‘Bryon Rees led the team well. I have recommended him to another client.’

‘Charlotte Brown is very approachable, pragmatic and helpful.’

‘It’s a great team and very responsive. They are always willing to explain and think through creative solutions fitting the individual client.’

‘Bryon Rees is an excellent lawyer who thinks carefully and has great client service.’

‘Ogier are extremely responsive in both answering queries and taking matters forward. They keep in touch well throughout a transaction and we appreciate their high levels of local counsel expertise.’

‘William Schofield has been a great help in transactions throughout the last year. ’

‘They go the extra mile in turning documents around when required and are proactive in helping to get all local documents prepared and delivered and to oversee local signings with trustees in Guernsey.’

Key clients

Equitix

The Ardonagh Group

The Carlyle Group

Burford Capital Limited

Stanley Capital

Hipgnosis

Red fund Limited

Signum International Sarl

Tristan Capital Partners

Digital Colonies Acquisitions

dMY Technology Group

Petra Group

Brooks Macdonald International

Work highlights

  • Advised Equitex on a number of unregulated co-investment structures established as Guernsey general partner/English limited partnership structures and related transactions.
  • Engaged by The Ardonagh Group to lead on the acquisition of Robus Group Limited, a Guernsey-headquartered insurance company.
  • Advised The Carlyle Group on the sale of PIB Group, a leading specialist insurance intermediary, to Apax Partners and the reinvestment for a minority stake by certain funds managed by the client.

Appleby

Appleby's corporate practice is active in the insurance M&A field, with 'outstanding' team head Stuart Tyler deploying his 'immense technical ability' on numerous headline deals with substantial considerable regulatory elements. Also in the regulated sectors, Chet Pohl and Jeremy Berchem work closely with other firm verticals to execute high-value reorganisations in the financial services and funds sectors. Tyler recently advised on pension service provider acquisitions and a unique acquisition of a yacht management company which involved complex onboarding processes.

Practice head(s):

Stuart Tyler

Other key lawyers:

Chet Pohl; Jeremy Berchem

Testimonials

‘The Appleby team in Guernsey are very strong and have a huge amount of commerciality behind their approach. Our relationship with Appleby is entirely based on the people involved, and Stuart Tyler very ably leads the team and has many years of experience. He is highly responsive and easily able to resolve issues which can sometimes threaten to derail M&A activity. He is our lawyer of choice for any M&A work where there is any complexity at all. We also find them to be good value for the work that they deliver.’

‘Stuart Tyler is an outstanding individual. We value his resourcefulness, his incredible knowledge base of both Guernsey and UK company law and the pragmatic approach he takes to transactions which reflect a great deal of maturity and skill. We have used Stuart for about a dozen M&A transactions on client entities and he has always succeeded in creating outstanding results for our clients.’

‘A global practice with strong individual practitioners.’

‘Stuart Tyler is a very seasoned advocate at Appleby with a wealth of knowledge and intellect that is at the top of Guernsey.’

‘Every time I have instructed this team, I have received prompt, tailored and good-quality advice. Their fees are well pitched taking account the industry norm and are transparent.’

‘Stuart Tyler is an outstanding lawyer of immense technical ability who combines his exceptional knowledge with intelligent and solution-focused thinking. I find him very user friendly: he thinks carefully about the client and our specific needs and provides solution-orientated advice. It is a pleasure to deal with him.’

‘Stuart Tyler is incredibly knowledgeable, stands head and shoulders over his peers with good considered accurate advice and always works hard to make himself available.’

Key clients

Aon Group PLC

Aquitaine Holdings Limited

BOW Trustees

City & Commercial Insurance PCC Limited

Equiom Group

HSBC Group

Intact Financial Corporation

Imperium Trust Limited

Oak Trust Group

Pensioneer Trustee Company (Guernsey) Limited

PTC Holdings Limited

Quay Partners Limited

Noe Group

PraxisIFM Group

Sovereign Group Limited

Trireme Pension Services (Guernsey) Limited

Willis Towers Watson

Work highlights

  • Acted as lead counsel to the disposing company and shareholders of Aquitaine Holdings Limited on the sale of the share capital of the company’s licensees to Sovereign Wealth Partners IV LLP.
  • Acted as sole Guernsey counsel on local aspects of the $80bn merger between Aon and Willis Towers Watson.
  • Acted as sole Guernsey counsel on the £3bn acquisition by Intact of RSA, the UK insurance group formerly known as Royal Sun Alliance.

Bedell Cristin

Leading Bedell Cristin’s 'technically strong and responsive' corporate and commercial outfit, the 'very approachable and knowledgeable' Kate Ovenden specialises in downstream private equity M&A and related corporate financing transactions. On-island business acquisitions are handled in a high volume, particularly in highly regulated sectors, namely insurance (assisted by the 'outstandingRichard Sharp) and the broader financial services markets. Ovenden and managing associate Sukhvinder Chana act on UK real estate M&A mandates operated through Guernsey SPVs.

Practice head(s):

Kate Ovenden

Other key lawyers:

Richard Sharp; Sukhvinder Chana

Testimonials

‘Extremely knowledgeable team in this area of expertise. Effective, responsive. Willing to collaborate.’

‘Richard Sharp is outstanding, both his communication and focus has been excellent, his knowledge and understanding second to none.’

‘Richard Sharp was not only always available to discuss issues, but with an excellent knowledge of the market and our business was able to proactively steer us through to get the right commercial outcome.’

‘The Bedell Cristin team have been excellent in assisting us with corporate finance activity over the last two years. Their involvement has not just been in relation to drafting/reviewing documents but also offering practical solutions to issues. Bedell Cristin have a detailed understanding of the structure of our group which is very helpful in deriving solutions to issues.’

‘The individuals at Bedell Cristin have an excellent understanding of Guernsey law but are also commercially minded, which means that they play a key role in the corporate finance activity of our group.’

‘Kate Ovenden is very approachable, knowledgeable and calm under pressure.’

‘Their in-depth knowledge and experience in the industry and of course corporate law was key in delivering the desired outcome of our project. They provided timely responses and conclusions with good depth of team whilst managing our expectations very well.’

‘Kate Ovenden led from the front supported by equally committed individuals who made it their business to know our business and to guide us through a project.’

Key clients

Inflexion Private Equity

JT

Robus Group

Stobart Group (ESLL Group Limited)

Freedom Asset Management

Pollen Street Capital

Capitalworks

First Central Group

Aston Lark Group Limited

The Stonewood  Group

Work highlights

  • Advised longstanding client Pollen Street Capital on a £200m investment in Markerstudy Group, the fifth largest motor insurer in the UK.
  • Advised Inflexion Private Equity on the acquisition of Estera, a leading global provider of funds corporate and trust services, from Bridgepoint, to create a combined Ocorian business which is one of the largest administrators globally, with 1,250 staff across 18 jurisdictions.
  • Acted for Goldman Sachs-backed Aston Lark on the acquisition of Neon Sapphire Underwriting.

Collas Crill

Collas Crill takes a cross-departmental approach to corporate services under the corporate finance and funds banner. Recent headline deals have included sale and purchase agreements and associated funding arrangements for essential Guernsey companies in the transport and medical care sectors, led by practice head Paul Wilkes and Wayne Atkinson. The 'extremely capable and practicalSimon Heggs was recently promoted to partner; he handles a mix of capital markets transactions and downstream acquisitions for clients including funds and banks. The practice is a leading name for international financing deals and listings in the medicinal cannabis sector.

Practice head(s):

Paul Wilkes

Other key lawyers:

Wayne Atkinson; Simon Heggs; Gareth Morgan

Testimonials

‘Simon Heggs is an integral part of the client delivery team and clients rely on him and instruct him directly, which is unusual for offshore counsel.’

‘Collas Crill have shown themselves to be market-leaders in the new and complex medicinal cannabis sector.’

‘We have found the team to be very strong. Simon Heggs, Wayne Atkinson, Gareth Morgan and Paul Wilkes are all available and help lead transactions rather than “cheer from the sidelines” which is something other offshore law firms can sometimes do.’

‘Their team are knowledgeable to, and aware of, ongoing matters that they are conducting and all work is carried out to a very high standard. Billing and delivery matters are always as expected and they are always open to negotiating fee discussions and maneuvering to meet client expectations.’

‘For me what makes this team so special is their ability to break down complex matters into understandable and clear guidance, whilst remaining calm and completely focused to the end result. All this whilst being transparent and fair on fees.’

‘Simon Heggs demonstrates exceptional technical expertise, whilst also having the client’s best interests at heart. Simon is approachable, friendly and a pleasure to do business with.’

‘Very responsive no matter what time of day.’

‘Simon Heggs is a highly responsive, knowledgeable and pragmatic transactional lawyer: he is a pleasure to work with, and given the choice, his team are definitely my preferred Guernsey counsel to work with. I trust him, which is in my opinion the highest accolade that can be given to a professional advisor.’

Key clients

Northern Trust

Credit Agricole Corporate and Investment Bank

HWS 3 Limited & HWS 4 Limited

India Capital Growth Fund Limited

Fairtree Capital

Grant Thornton

Investec Bank

Queens Road Medical Practice

Channel Island Property Fund

Condor Ferries

IP Investment Management (HK)

Sequent

PineBridge Investments

JTC Group Limited

Fladgates

Hill Dickinson

Midshore Consulting Limited

Boodle Hatfield

Blue Islands Limited

Fastforward Innovations Limited

Nuvei Group

Emmac Limited

Work highlights

  • Acting for Queens Road Medical Practice in negotiations with States of Guernsey to provide COVID relief care and to develop a new, sustainable model for primary care in Guernsey.
  • Advised airline Blue Islands on its £10m loan facility with the States of Jersey, safeguarding essential lifeline travel connections for the Channel Islands.
  • Advising on the acquisition by JTC Group Limited of RBC cees, which administers benefit plans with circa £11bn of assets under management.

Walkers

Walkers’ corporate practice is primarily active in the regulated sectors, notably insurance and regulated trusts. Practice heads Matt Sanders and Kate Storey have been busy of late handling a steady stream of M&A deals and group reorganisations, with assistance from senior associate Jessica Robinson. Downstream private equity M&A as instructed by significant international funds clients is also a strong point. Of counsel Sam Shires has recently stepped down from the partnership, but new arrival Chris Hutley-Hurst (a senior counsel from Carey Olsen) has added strength in both corporate M&A and funds instructions.

Practice head(s):

Matt Sanders; Kate Storey

Other key lawyers:

Jessica Robinson; Sam Shires; Chris Hutley-Hurst

Testimonials

‘I found Walkers team to be very welcoming and a pleasure to work with – from the outset they felt like a natural extension of my team. I felt comfortable to ask any questions and these were always met with helpful, knowledgeable responses even though some of these questions may have been basic for some!’

‘Personally this was the most significant transaction that I have been through and the entire process end to end was quick and efficient and at all times. I felt supported by Walkers, who had my best interests at heart.’

‘I would thoroughly recommend Walkers and their team to my colleagues and industry peers.’

‘Matt Sanders took our case and as you would expect completely took control, assembling a solid team and made sure that everything was in the right place, at the right time and well considered.’

‘Jessica Robinson was extremely friendly, helpful and nothing was too much trouble.’

‘Excellent level of client service.’

‘As a new company in a new business sector, we have had a number of challenges to overcome and the team at Walkers have been extremely helpful in getting through these challenges. Our main point of contact has been Sam Shires and he has been able to bring in additional support in an attempt to keep our legal costs down where possible, which as a start-up, is very important. This has not diminished the service levels which have been exemplary. In addition, where there has been a requirement for the Walkers team to improve their knowledge of our industry, they have been flexible in their charge-out time in recognition of the learning and development opportunities that they have benefitted from.’

Key clients

House of Green Limited

Neon Holdings (U.K.) Limited

Alderney Wildlife Trust Limited

Nielsen Holdings Plc

Strawberry Star Real Estate PCC Limited

Quest Group Holdings Limited

RA International FZCO

Work highlights

  • Acted for Nielsen Holdings on a restructuring which has resulted in the separation of its Global Connect and Global Media businesses and the $2.7bn sale of the Global Connect business.
  • Acting as principal legal adviser to The House of Green, the first full-scale producer of medicinal cannabinoids under licence from The States of Guernsey.
  • Acted as Guernsey counsel to Neon Holding (U.K.) Limited on its sale of Neon Sapphire Underwriting Limited, a licensed Guernsey insurance manager, to Spring Partners Limited.

Ferbrache & Farrell LLP

Ferbrache & Farrell LLP’s corporate and commercial practice acts for Jersey-based owner-managed businesses and larger international corporates. Advocate and partner Gavin Farrell leads the practice, advising on boardroom governance issues, including corporate consolidations and company migrations. Counsel Helen McGeoch (formerly of Appleby’s corporate team) handles mid-tier M&A activity for stakeholders in regulated companies and high-street chains.

Practice head(s):

Gavin Farrell

Other key lawyers:

Helen McGeoch

Testimonials

‘We have found the team very approachable and practical in their solutions. They are always thorough and comprehensive in their delivery, explaining their approach and the reasons for conclusions. Often they will note aspects which we will have not considered in respect of risk, thereby ensuring we are suitably indemnified or covered.’

‘I have worked with Ferbrache & Farrell on a number of assignments for different clients and have always found them to be very responsive and helpful.’

‘A medium-sized law firm in Guernsey with a high level of competence. Have experienced professional advice and services provided in a timely manner to highly professional standards. Their local knowledge is first class.’

‘We worked with Gavin Farrell and Helen McGeoch and both were clear, very responsive and showed good transaction management.’

‘Ferbrache & Farrell LLP are uniquely placed as an independent Guernsey commercial law firm to provide high-quality legal input in the corporate and commercial areas. The team’s strength lies in its responsiveness and service delivery combined with deep expertise and experience in private M&A and mainstream corporate assistance.’

‘Excellent efficiency, dynamic, and excelling in the diversity of understanding of different legal and professional aspects of work. A truly gifted set of individuals within one firm.’

‘Ferbrache & Farrell LLP clearly have an exceptionally diverse and vibrant team which means they are able to deal with anything. No case is too small or too large. I found them to be exceptionally accommodating and highly efficient in dealing with my needs especially as it was on a tight timescale. As a driven organisation and team this allows them to be flexible, efficient and nimble which differentiates them from more old fashioned traditional firms.’

‘From beginning to end the support was exceptional and everyone responded like lightning! Gavin Farrell provided us with the right support speedily.’