Firm Profile > Appleby > St Helier, Jersey

Appleby
13-14 ESPLANADE
ST HELIER
JE1 1BD
Jersey

Commercial property Tier 1

Appleby's practice head Tim Hart is active on Jersey property finance work, with a number of mandates coming from non-bank lenders and alternative banks, as well as handling leasing for commercial landlords and tenants. Counsel Jonathan Anderson is another key name, as is consultant John Bisson, who advises clients such as Dandara.

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Testimonials

‘Although Appleby is a large firm, their strength comes from the fact that each person  who we dealt with from partners, counsel, administrators, treat their customers in the most professional manner but with the personal touch. Always proactive and knowing we are in extremely capable hands. There is obviously excellent communication within the company.’

‘Long established quality commercial property lawyers. Acted on both large corporate transactions and smaller local instructions, for many years.’

‘Jonathan Anderson is like a dog with a bone in that he didn’t give up until he was satisfied that everything was in order for his client.  He definitely went above and beyond to ensure the sale completed on time.’

‘Tim Hart is the senior partner who again was always available if needed and is a wealth of knowledge. The team work in this practice is obvious and a breath of fresh air.’

‘John Bisson is simply the best commercial property lawyer in Jersey and has been for many years. Head and shoulders above the rest.’

Key clients

Weighbridge Investments Limited

Barclays Bank PLC

Daisy Hill Real Estates Limited

Dandara Group

Boots Properties Limited

HSBC Bank PLC, Guernsey Branch

Autism Jersey

Palladium Group

Santander UK Plc

The Yacht Hotel Limited

SMP Partners Limited

OakNorth Bank Plc

Banking and finance Tier 2

Now managing partner of Appleby's 'slick' Jersey office, James Gaudin's workload also includes a range of lender-side fund finance mandates, in which he acts for a number of European and British banks, as well as corporate deals. He and Andrew Weaver are both active in real estate finance deals, acting for borrowers and lenders on deals concerning properties in the UK and Europe. The team is also active in corporate deals, many concerning unique issues on-island. Kevin McQuillan, a senior associate in the team, was sworn in as a Jersey advocate in December 2019, and clients also praise associate Paul Warsnop.

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Testimonials

‘Able to handle complex transactions, including where local assets other than bank accounts and shares are being secured.  They also offer commercial guidance to clients and don’t let technical issues get in the way of transactions.’

‘I have worked with Appleby Jersey, Guernsey and IOM on a couple of transactions. the team is organised and responsive and it is a pleasure working with them. One thing I benefited from is that because all the offshore offices are connected, they are able to deliver a seamless service which some other firms cannot .Very quick and efficient.  They work very smoothly with the corporate administrators and banks in Jersey.’

‘They’re slick – know exactly what to do and when, and make sure the Jersey side of a transaction runs super smoothly.’

‘James Gaudin and Paul Worsnop have been my Jersey go-to team for the past 4-5 years.  I find them the best on the island in terms of service delivery, specifically on commercial guidance, cost, response times, pre-emptiveness and general communication.’

‘Kevin McQuillan stands out. He always go above and beyond to ensure that the work gets delivered.’

 

Key clients

Ashby Capital LLP

Atrium European Real Estate Limited

Barclays

DekaBank Deutsche Girozentrale

Equitix

HSBC

Lloyds Bank Plc

OakNorth Bank Plc

Phoenix Spree Deutschland

Santander

Standard Chartered Bank

syncreon

The Royal Bank of Scotland plc and Royal Bank of Scotland International Limited

Capital markets Tier 2

At Appleby, Andrew Weaver's recent activity has included capital markets work in the investment funds industry, as well as debt issuances overseas. James Gaudin, now the firm's Jersey managing partner, also handles high-yield work, including some of TISE's most prestigious listings, as well as securitsation.

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Key clients

Tritax Big Box REIT plc

Petropavlovsk plc

Mauser Packaging Solutions Holding Company

Corporate and commercial Tier 2

At Appleby, James Gaudin's diverse practice, which also includes funds and capital markets, is active across deals in various areas, including natural resources, real estate and insurance - Andrew Weaver has also handled insurance M&A of late, as well as restructuring and economic substance matters. Senior associate Kevin McQuillan was sworn in as a Jersey advocate in December 2019. Clients particularly praise the team for its cross-office working, and in particular on a number of mandates where it has worked with its Douglas team.

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Testimonials

‘Appleby is uniquely placed to offer advice in the offshore jurisdictions we need the most. The quality of advice and engagement is consistently high, resource is always available to deliver what we need within the necessary timescale and pricing is in line with the norm for each jurisdiction. Particularly pleased with their ability to bring in expertise from other areas (e.g. real estate or employment) as needed.’

‘Andrew Weaver delivers sensible commercial advice concisely.’

‘Kevin McQuillan is an extremely efficient, practical and commercial lawyer.’

Key clients

Ashby Capital LLP

Atrium European Real Estate Limited

Savannah Petroleum plc

Advanz Pharma Corp.

Syncreon

Equitix

Quilam Capital

SMP Partners

Royal Bank of Scotland International

HSBC

Dispute resolution Tier 2

Appleby's 'partner-led' disputes practice covers a wide range of work concerning the island's financial services economy. Practice head Michael Cushing is involved in significant trusts disputes, representing respected trust companies, with some other mandates including shareholder disputes. Fraser Robertson frequently represents beneficiaries in matters against trustees, and Jared Dann is also involved in key cases; the pair represented the Nigerian government in the Abacha asset recovery case (one of several mandates with African links). Michael O’Connell rejoined the practice group from the firm's group managing partner role in January 2020. Olwyn Barry focuses on BVI litigation.

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Testimonials

‘The team is very much partner-led. Whilst complex cases inevitably require large teams it is reassuring to be dealing with the lead partner on a regular basis rather than, as is the case with some firms, being passed around a number of assistants. They have litigation specialists who are well-versed in Jersey trust law but are also excellent court advocates.’

‘Appleby has an energy that is welcome and a strong team of people who are approachable.’

‘Fraser Robertson wears knowledge and ability extremely lightly. He is is very bright, hard working and practical. You want him on your side in a dispute.’

‘Mike Cushing always delivers a top class service with a good dose of practical common sense and a smile.’

‘Jared Dann understands litigation across borders and is firm in his advice.’

Key clients

Atrium European Real Estate Limited

Barclays Bank PLC

Government of the Federal Republic of Nigeria

SMP Partners

The Royal Bank of Scotland International Limited

HSBC

Zedra Trust Company (Jersey) Limited

Employment Tier 2

At Appleby, group partner Richard Sheldon, who is based in Guernsey, divides his time between the two islands as part of an inter-Crown Dependencies practice covering the full range of contentious and non-contentious work. Michael Cushing, part of the dispute resolution team, handles Jersey Royal Court litigation in this space.

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Testimonials

‘Appleby always respond to our esquires very quickly and they are able to access international partners quickly to assist in our employment matters.’

‘The advice is pragmatic and responsive but well considered.’

‘Richard Sheldon and his team operate as business partners. His advice is prompt, concise and commercial, dealing with not only the immediate steps but also supporting a line of sight to the possible scenarios which helps HR with boardroom updates and management briefings.’

Key clients

Bank Julius Baer

Barclays Group

Canaccord Genuity Wealth

CMS Cameron McKenna Nabarro Olswang

Equiom

Estera

Eversheds Sutherland

Grant Thornton

HSBC Group

International Energy Group Limited

PraxisIFM

Sanne Group

Santander

Investment funds Tier 3

At Appleby, Andrew Weaver handles a range of fund formation and regulatory advice, with mandates coming from European private equity managers as well as US hedge fund managers. Recent work has included fund formation, regulatory matters such as Jersey's interpretation of AIFMD and its native funds regime, as well as issues of economic substance.

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Key clients

Stirling Square Capital Partners

Qannas Investments Limited

LCM Partners

Montana Capital Partners

Private client, trusts and tax Tier 3

At Appleby, David Dorgan handles a range of trusts mandates covering private wealth and philanthropic trusts, as well as cross-border structures. The firm has relationships with a number of referrals of work including trusts service providers.

Guernsey > Banking and finance Tier 2

Fund finance is the predominant area of focus for Appleby's practice, a space in which it primary acts for banks and where it frequently works alongside City and US firms. The practice is also active for banks in corporate finance, and  non-bank lenders in private equity deals . Group partner Jeremy Berchem heads the team, which has added two new partners thanks to the recruitment of Stuart Tyler from Babbé LLP and the promotion of Chet Pohl to group partner. Scottish-qualified associate Nicole Sorbie is also notable.

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Testimonials

‘Proactive, pragmatic, innovative, talented and willing to go the extra mile.’

‘They are responsive, deliver on time and don’t make dramas out of crises.  A delight to work with.’

‘They are good at what they do and they are nice people to work with even in stressful situations.’

‘The accessibility and commercialism of the Appleby Guernsey finance team is always impressive. Whether in the office or travelling, they go the extra mile to meet the needs of clients.’

‘Jeremy Berchem and Nicole Sorbie form an impressive duo, with Nicole’s efficiency and responsiveness being notable strengths. Jeremy inspires confidence and is excellent at building and maintaining relationships.’

Key clients

Aareal Bank

Alcentra Ltd

Arab African International Bank

Bank Julius Baer

Bank of America Merrill Lynch

Barclays Group

Basalt Infrastructure Partners

BMO Real Estate Partners

Butterfield Bank Group

Capreon (UK) Limited

Citibank

Credit Suisse

Deutsche Bank

Goldacre Ventures Limited

Goldman Sachs Bank

HSBC Group

Intertrust Group

Investec Group

Lloyds Banking Group

MSD Capital

Noe Group

PraxisIFM Group

Raiffeisen Bank

Royal Bank of Scotland Group

Santander

Silicon Valley Bank

Société Générale

Wells Fargo

 

The firm

Appleby is a leading offshore law firm. The team of legal specialists advise global public and private companies, financial institutions and private individuals. Appleby is regularly recognised for its integrity and excellent client service, these are the values the firm prides itself on and are at the very core of its business.

Appleby’s global presence allows it to provide timely and comprehensive legal advice at the times that matter most to clients. Appleby is located in the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius, and the Seychelles, as well as the international financial centres of Hong Kong and Shanghai. Appleby works with clients to achieve practical solutions whether in a single location or across multiple jurisdictions. Appleby is a full service law firm providing expert advice across corporate, dispute resolution, property, regulatory and private client and trusts practice areas.

Principal areas of work

Mergers & Acquisitions: Appleby’s Merger and Acquisitions team regularly works with FTSE 100 and Fortune 500 companies around the globe to help them deploy strategic growth and restructuring initiatives, whether involving single jurisdictions or complex multi-jurisdictional, multi-disciplinary transactions. They actively monitor M&A trends through their half-yearly Offshore-i report and their unique global presence means that they are able to advise clients on complex, cross-border transactions involving the offshore jurisdictions.

Regulatory: Appleby’s Regulatory and Compliance team is one of the world’s largest offshore, comprised of experts who not only have first-hand knowledge of local regulation, but who have in many cases, helped to shape it. Their team are skilled at putting technical regulatory information and decision-making in a commercial context, and clients know that they can assemble the team to deliver an international service, quickly and seamlessly.

Technology & Innovation: Appleby’s multi-disciplinary Technology and Innovation Group comprises experts from each of their 10 offices to help businesses meet the new challenges and support clients across a broad range of emerging technologies including blockchain, virtual currencies, ICOs, data protection and financial technologies.

Banking & Finance: Appleby’s Banking and Asset Finance team are experienced in all aspects of law relating to banking, ship and aircraft registration and finance, asset backed finance and project and infrastructure finance. They provide advice to major banks and financial institutions, ship and aircraft owners, lessors, and lessees and have deep and trusted relationships with numerous international law firms, shipping groups and financial institutions around the world.

Funds: Appleby’s Fund Finance team are experts in advising banks and finance providers in the development of sophisticated financing solutions. The team are globally recognized as leaders in the fund finance sector and have advised on a variety of different financing structures involving funds that have ranged from a hundred million to billions of dollars in subscribed investor commitments.

Insolvency & Restructuring: Appleby’s Insolvency and Restructuring team advise directors, institutional lenders, creditors (secured or unsecured), borrowers, or insolvency practitioners in large insolvencies that have offshore or cross-border elements. The team has extensive insolvency and restructuring experience across a wide range of industries, including retail, hospitality and leisure, healthcare, financial services, real estate and manufacturing.

Trust Disputes: As family arrangements become more complex, trustees and beneficiaries are frequently being drawn into disputes which lead to court proceedings. Appleby’s talented, experienced and solution driven Trust Disputes team is committed to delivering the highest possible level of client service and regularly work together across their global locations to provide expert multi-jurisdictional advice.

Employment: Appleby’s specialist Employment team provides advice on employment and immigration law to a range of global clients, including banks, financial services businesses, companies and directors, as well as their onshore legal advisers. With close ties to local governments, they are often consulted on, and help to share, new laws brought into force across the jurisdictions in which they operate.

Fraud & Asset Tracing: Appleby’s Fraud and Asset tracing team are experts in helping clients to trace and recover assets across international jurisdictions, regardless of where proceedings originate. Their clients include major financial institutions, multinational corporations, government agencies, state-owned corporations and high net worth individuals, who have been defrauded or have received the proceeds of fraud. They also advise directors and officers, and other service providers caught in the fallout of fraudulent activities.

Property: Appleby are a leading provider of property services in Bermuda, the Cayman Islands, Isle of Man and Jersey. Their Property team provides expert legal advice on all aspects of commercial and residential property, including sales and purchases, leasing, development and property finance transactions. They are frequently recognised for their experience and excellent client service and are consistently ranked in the top tiers for property work. They regularly work directly with developers, investors, business occupiers, banking institutions and private individuals.

PC&T: Appleby’s Private Client and Trust team provide trust and foundation services to private individuals, families, and fiduciary companies. They advise on all aspects of trust law, including the establishment, administration, restructuring and termination of private, charitable, and commercial trusts and foundations. They act in a personal capacity as Protector, Enforcer and Director (of Private Trust Companies) for a number of discretionary trusts and are frequently instructed by blue-chip trust institutions.

Department Name Email Telephone
Office managing partner Wendy Benjamin
Corporate Andrew Weaver
Corporate James Gaudin
Corporate James Fox
Dispute Resolution Fraser Robertson
Dispute Resolution Jared Dann
Dispute Resolution Michael Cushing
Dispute Resolution Richard Sheldon
Dispute Resolution Michael O'Connell
Private client & Trust David Dorgan
Property Tim Hart
Photo Name Position Profile
 Wendy Benjamin  photo Wendy Benjamin Wendy Benjamin is Managing Partner of Appleby’s Jersey office and Group Head…
 Michael Cushing  photo Michael Cushing Michael Cushing is a Partner in Appleby’s Jersey office and leads the…
 Jared Dann  photo Jared Dann Group Partner
 David Dorgan  photo David Dorgan David Dorgan is a partner and Group Head of the Private Client…
 James Fox  photo James Fox James Fox is a Group Partner within the Corporate department in Jersey.…
 James Gaudin  photo James Gaudin James Gaudin is a partner within the Corporate department and leads the…
 Tim Hart  photo Tim Hart Tim Hart is a Group Partner and Global Group Head of the…
 Michael O'Connell photo Michael O'Connell Michael O’Connell is the Group Managing Partner of Appleby. He is also a partner…
 Fraser Robertson  photo Fraser Robertson Fraser Robertson is a Group Partner in Dispute Resolution department in Jersey.…
 Andrew Weaver  photo Andrew Weaver Andrew Weaver is a partner within the Corporate department in Jersey. He specialises…
Number of partners : 11
Number of other fee-earners : 13
English
Spanish
Main Contact : Wendy Benjamin, Office managing partner
Other offices : Bermuda
Other offices : British Virgin Islands
Other offices : Cayman Islands
Other offices : Guernsey
Other offices : Hong Kong
Other offices : Isle of Man
Other offices : Mauritius
Other offices : Seychelles
Other offices : Shanghai

Appleby Advise the SMP Group on its Acquisition of Helm Trust Company Ltd

Appleby acted as legal counsel to the SMP Group of Companies, in relation to the acquisition of Helm Trust Company Limited, a highly regarded trust and corporate services provider based in Jersey.

The SMP Group of Companies, headquartered in the Isle of Man, provides corporate and trust structuring, accounting and tax, gaming and fund services to a global client base of both corporate clients and high net worth individuals.

The acquisition, which is subject to regulatory approval, was undertaken with the support of Palatine Private Equity LLP, the mid-market private equity house that Appleby assisted through its management buyout of SMP earlier this year, with additional debt funding from Apera Asset Management.

The team at Appleby was led by Jersey Corporate Partner Andrew Weaver with support from Senior Associate Chris Smedley and Associate Lebogang Maimane. The Corporate team were further assisted by Group Partner Richard Sheldon and Associate Paul Worsnop in respect of the employment elements of the transaction, Senior Associate Amy Benest for dispute resolution assistance and Counsel Jonathan Anderson in relation to the real estate aspects of the matter

Appleby Advises Petropavlovsk plc on Issue of USD125 Million Bonds

Appleby’s Jersey team led by Partner, Andrew Weaver and assisted by Associate, Zim Ceko advised and acted as Jersey counsel to Petropavlovsk plc and its subsidiary, Petropavlovsk 2010 Limited in respect of the issue of new USD125,000,000 Guaranteed Convertible Bonds, due 2024 by Petropavlovsk 2010 Limited.

The team also advised on consent solicitations required to amend the terms and conditions of existing USD100,000,000 Guaranteed Convertible Bonds due 2020 issued by Petropavlovsk 2010 Limited and the repurchase of such existing convertible bonds concurrently with the issue of the new convertible bonds.

Appleby assisted with the obtaining of regulatory approvals from the Jersey Financial Services Commission relating to amendments to the terms and conditions of the existing convertible bonds and the issue of the new convertible bonds.

Appleby advise Palatine Private Equity on its investment in SMP Partners

Appleby acted as legal counsel to Palatine Private Equity LLP (Palatine) on its recent investment in SMP Partners. The investment was in support of a management buyout as part of a planned leadership succession process. The deal exchanged earlier in the year and completed on 14 June 2019.

Palatine Private Equity are a regional mid-market private equity firm with a very strong and successful track record. SMP Partners is a leading, independent, international corporate services provider with exciting plans for future growth.

Appleby advised on a broad range of Isle of Man, Cayman, Jersey and British Virgin Islands legal matters and demonstrated the advantage of its global footprint in the key offshore finance centres.

The cross-jurisdictional team at Appleby was led by Corporate Partner Tom Brook, providing Isle of Man and BVI advice, with support from Isle of Man Counsel Michelle Brook. Partner Jacob MacAdam and Associate Dean Bennett provided Cayman Islands legal expertise whilst Partner Andrew Weaver and Senior Associate Chris Smedley advised on Jersey aspects of the deal.

The team worked closely with Gateley PLC, who acted as lead counsel to Palatine.

Appleby advises JPMorgan Chase Bank, N.A. on USD1.25 billion credit facility

Leading offshore law firm Appleby advised JPMorgan Chase Bank, N.A. in relation to the Jersey law aspects of a new USD 1.25 billion asset-based revolving credit facility to the Adient Group. The facility was used to prepay in full and terminate commitments under an existing credit agreement.

The Adient Group is a global leader in automotive seating with 84,000 employees operating in 214 manufacturing and assembly plants in 32 countries worldwide.

The Jersey team at Appleby consisted of Corporate Partner Wendy Benjamin and Senior Associate, Kevin McQuillan.

Appleby Advises on Manx Telecom Takeover

Appleby acted as Isle of Man counsel to (1) Basalt Infrastructure Partners II A L.P., (2) Basalt Infrastructure Partners II B L.P., (3) Basalt Infrastructure Partners II C L.P. and (4) Basalt Infrastructure Partners II D L.P., each acting through its general partner Basalt Infrastructure Partners II GP Limited (Basalt), on its acquisition of the entire issued share capital of Manx Telecom plc (MT). The recommended cash acquisition, through a scheme of arrangement that became effective on 9 May 2019, valued MT at approximately GBP 255.9 million.

MT is the Isle of Man’s leading communication solutions provider. It owns and operates the vast majority of fixed and mobile telecommunications infrastructure on the island and offers a wide range of fixed-line, broadband, mobile and data centre services to businesses, consumers and the public sector.

Basalt is an infrastructure equity investment fund focusing on investments in the key sectors of energy, transportation, telecommunication and utility assets across Europe and North America.

The Appleby team was led by corporate partner Garry Manley and also included Tom Brook (finance), Mark Holligon and Claire Corkish (litigation), Juan Thornley (pensions), Caren Pegg (employment) and Alexandra Dernie (real estate). The team worked closely with Travers Smith, who acted as lead counsel to Basalt.

Appleby advises Thomas Miller Investment on the sale of its offshore private client investment management business to Canaccord Genuity Wealth Management

Appleby has advised Thomas Miller Investment on the sale of its offshore private client investment management business to Canaccord Genuity Wealth Management.

On 21 March 2019 it was announced that Canaccord Genuity Group Inc., through its UK & Europe based wealth management business, Canaccord Genuity Wealth Management, has entered into a share purchase agreement to acquire Thomas Miller Wealth Management Limited and an asset purchase agreement to acquire the private client investment management business of Thomas Miller Investment (Isle of Man) Limited.

Thomas Miller Wealth Management Limited is an integrated wealth manager headquartered in London and provides financial planning and investment management services to private clients, trusts, charities and corporates in the UK. Client assets of Thomas Miller Wealth Management Limited and the private client investment management business in the Isle of Man total approximately GBP 1.0 billion and together generated revenue of approximately GBP 8.4 million for the year ended 31 December 2018.

The sale, which is subject to customary closing conditions, will allow Thomas Miller Investment to focus on its core institutional investment management activities.

An Appleby team, led by Isle of Man-based corporate partner Garry Manley, acted as lead counsel to Thomas Miller Investment on the sale of the Isle of Man private client investment management business.

Appleby Advises Aquatic Foods Group Plc on AIM Listing

Appleby acted as Jersey counsel for Aquatic Foods Group Plc, a marine foods and seafood processor and supplier based in the People’s Republic of China, supplying to export and local markets, in relation to its flotation on the London Stock Exchange’s AIM market on 3 February 2015.

The Company, successfully raised £9.3 million through the issue of 13,226,081 new ordinary shares at a price of 70 pence per ordinary share, the net proceeds of the Fundraising will be used in part to expand the Group’s processing capabilities. Aquatic Foods’ market capitalisation on admission, based on the placing price, was approximately £79.3 million.

The Appleby team was led by James Gaudin, partner and Jersey Head for Structured Finance, who was assisted by Senior Associate Simon Tait. Appleby acted alongside Aquatic Foods UK lawyers Olswang LLP, China lawyers Trend Associates and nominated advisor and broker SP Angel Corporate Finance LLP.

Appleby advises Tritax Big Box REIT plc on the acquisition of DB Symmetry and a GBP 400m US private placement

Appleby has assisted long standing client Tritax Big Box REIT plc (TBBR), a main market listed investment fund focussed on acquiring and managing logistics assets, on its big start to 2019. By the end of February, TBBR had closed the GBP 370M acquisition of an 87% stake in db Symmetry, one of the largest privately owned warehouse developers in the UK, and raised GBP 400m via a US Private Placement.

db Symmetry has a land portfolio comprising 2,500 acres, and as a result of the scarcity of land at major logistics locations in the UK, the portfolio of new assets will provide a significant commercial and competitive advantage for TBBR in the future. TBBR part funded the purchase price of GBP 370 million by raising GBP 250 million through a placing and open offer of 192.3 million new shares. The Appleby team in Jersey, led by corporate partner Andrew Weaver and assisted by associate Paul Worsnop, advised on the acquisition documents and helped TBBR structure the acquisition vehicle through which the db Symmetry senior management team retain their 13% interest in the group. The transaction involved the acquisition of a number of BVI companies with due diligence and BVI acquisition mechanics being led by Isle of Man based corporate partner and head of Appleby’s BVI (GMT) team Kyle Sutherland and assisted by associate Sophie Corkish.

Later in February 2019, TBBR successfully drew on the GBP 400 million US private placement that was priced in November 2018. Much like the existing Euro medium term note programme, the unsecured notes were guaranteed by over 50 of TBBR’s subsidiaries in Jersey, Guernsey, Isle of Man and the BVI. The Appleby team, led by corporate partners Andrew Weaver, Kyle Sutherland and Jeremy Berchem, advised on the listing and offer documents and off-shore regulatory matters arising in connection with the placement as well as general transactional advice across all jurisdictions. With the Jersey office acting as the primary contact point, Appleby provided TBBR and their advisors with a single point of contact across all jurisdictions and consolidated advice, saving time, cost and duplicated effort.

These two transactions are the latest in a string of similar transactions Appleby has assisted TBBR with over the last few years including their GBP 1.5 billion Euro medium term note programme, current GBP 350 million revolving credit facility alongside other transactions for funds advised by the Tritax Group such as the EUR 118 million acquisition of a regional distribution centre in Italy for Tritax Eurobox plc in 2018.

Appleby advises GBGI Limited on its acquisition by Guernsey scheme of arrangement

Appleby’s Guernsey office has advised GBGI Limited on its acquisition by Elm Bidco, L.P., a limited partnership controlled by affiliates of Further Global Capital Management, L.P.

Global Benefits Group is the world’s largest independent, fully integrated provider of international benefits.

The takeover was implemented by means of a scheme of arrangement approved by the Royal Court in Guernsey. The Appleby team advised Guernsey incorporated GBGI Limited (which was formerly listed on AIM) with all Guernsey law aspects of the scheme, which came into effect on 20 February 2019.

Appleby’s team in Guernsey consisted of Corporate Group Partner Andrew Harding and Dispute Resolution Partner Anthony Williams, supported by Counsel Chet Pohl and Associate Gary Orritt. Appleby worked alongside Allen & Overy LLP who acted as lead counsel to the target company.

Appleby advise on Santander banking transfer in Jersey and Isle of Man

Appleby has advised Santander on the transfer of their banking businesses in both Jersey and Isle of Man. The businesses of Santander UK plc, Jersey branch and Santander UK plc, Isle of Man branch, were transferred on 17 December 2018 into the respective Jersey and Isle of Man branches of Abbey National Treasury Services plc, pursuant to a transfer scheme in each jurisdiction, which have both received court-sanction. Appleby has previously advised on all recent similar court-sanctioned schemes in respect of deposit-taking business in both Jersey and the Isle of Man.

The Jersey team consisted of Partners Wendy Benjamin, Michael Cushing, David Dorgan, Tim Hart, and Richard Sheldon, supported by Senior Associate Gemma Whale, Associate Dilly Wright and Paralegal Angharad Prescott.

The Isle of Man team was led by Corporate Partner Juan Thornley, assisted by Senior Associate Eleanor Harding and Associate Camilla Griffiths-Rand, alongside Dispute Resolution Partner Mark Holligon, assisted by Counsel, Claire Corkish.

Appleby Jersey acts in ground-breaking trust litigation decision

In a landmark decision, the Royal Court of Jersey has held that a settlors’ exercise of personal powers of revocation of a trust should be declared invalid.

In the Representation of Jasmine Trustees Limited and another [2018] JRC 210, the Court held that the settlors of two Jersey law trusts, who each held a power of revocation, had not executed the powers of their own free will. Rather, the Court held that the settlors had been unduly influenced by a third party (the father and a beneficiary of the trusts) to exercise the power of revocation as part of his attempts to assert control over the trusts’ assets.

This appears to be the first occasion in which a court has declared a revocation notice given by the relevant power holder to be invalid and of no effect, and it will be interesting to see the wider impact this decision may have.

Appleby Dispute Resolution Jersey Partner Fraser Robertson and Senior Associate Amy Benest, acted for the successful Applicant in this matter.

Appleby Jersey acts in First Winding up of a Limited Partnership

Appleby acts in first winding up of a limited partnership by the Royal Court of Jersey under the Limited Partnerships (Jersey) Law 1994.

In Representation of Private Equity Fund Finance Limited [2018] JRC 194, the Royal Court of Jersey has for the first time made orders to bring about the orderly winding up of a Jersey limited partnership under Article 23 of the Limited Partnerships (Jersey) Law 1994 (the Law).

The limited partnership involved had been established in 1997 to invest in early stage European medical ventures. A Jersey incorporated company named Renaissance Partners Limited was the General Partner. By the time the matter came before the Court, there were four limited partners remaining, including the Applicant (which had been the largest capital contributor to the limited partnership).

The General Partner was struck off the register of companies on 1 October 2016 for failure to file its annual return. As the Court observed, the directors of the General Partner had apparently been assured that non-payment of the annual return fee ‘would result in the company going into a state of suspension, from which it could be revived at a later date on payment of a modest fine’. In fact, pursuant to Article 24 of the Law, the effect of the General Partner being struck off was the dissolution of the limited partnership. Upon dissolution, the assets were arguably bona vacantia and therefore escheated to the Crown.

The Applicant had reached an agreement with HM Receiver General for the assets to be returned to the custody of the Applicant, subject to payment of a fee on a time-costed basis (and to a cap of 5% of aggregate value). This enabled the assets of the dissolved limited partnership to be collected in and dealt with, without the expense of seeking to restore the General Partner to the register. In a decision which demonstrates a typically practical and commercially-minded approach, the Court blessed this agreement and made orders authorising the Applicant to collect in, realise and distribute the assets of the partnership. In the event that the assets proved insufficient to pay all creditor claims in full, the Applicant was ordered to return to Court for further directions prior to making any distributions.

Appleby Jersey Partner Michael Cushing and Associate Craig Campbell acted for the Applicant in this matter.

Appleby advises PraxisIFM Group on its acquisition of Nerine International Holdings Limited

Appleby Guernsey acted for long-term client PraxisIFM Group, in its acquisition of 100% of the issued share capital of Nerine International Holdings Limited, a Bahamian registered company, and its various overseas subsidiaries.

This is the fourth acquisition in two years in which Jersey and Guernsey Appleby teams have acted for the Channel Islands-based group and also follows the 2015 merger between Praxis and IFM Group and the 2017 investment and TISE listing.

Nerine is an independent group providing fiduciary servicing to alternative investment funds and international business clients with management, domiciliation, administrative, corporate and fund service solutions. With this key strategic acquisition, Nerine will help PraxisIFM Group to add significantly to the Group’s capabilities in private client and corporate services upon completion. It will also add two additional jurisdictions to the group’s service offering, and take its total number of offices to 15 with more than 520 employees.

The total consideration, payable in cash and equity, comprises the initial consideration of £16,534,383 and deferred payments payable on the first and second anniversaries with a maximum value of £23,620,547.

The deal is subject to various regulatory approvals.

The Appleby team was led by Group Partner Andrew Harding and Wendy Benjamin with assistance from Senior Associate James Walsh and Paralegal James Dickinson. The team acted as lead-counsel to PraxisIFM Group, and advised on all aspects of the transaction, including due diligence, negotiation of all transaction documents, regulatory change of control approval and employee retention matters.

Appleby advise on offshore aspects of £150m sale of Lombard division

Appleby provided Jersey, Guernsey, Isle of Man and Cayman legal advice in connection with the disposal by Lombard, the asset finance division of RBS, on the £150m sale of its offshore Channel Islands division by way of portfolio sale to specialist lenders Investec and Shawbrook Bank.

Working alongside lead counsel Addleshaw Goddard, Appleby provided multi-jurisdictional advice on the transaction, evidencing the collective strength of the team across the jurisdictions.

James Gaudin, Corporate Partner, supported by Gemma Whale, Associate with assistance from Kyle Sutherland, Corporate Partner (Isle of Man), Jeremy Berchem, Group Partner (Guernsey), and Caroline Barton, Corporate Partner (Cayman), led the team at Appleby from the Jersey office.

Relevant links

Appleby advise the SMP group on its acquisition of Helm Trust Company Ltd. (GUE – 19.07.19) Appleby advises Petropavlovsk Plc on the issue of USD125 million convertible bonds (JER – 10.07.19) Appleby advise Palatine Private Equity on its investment in SMP Partners (IOM – 24.06.19) Appleby advises JP Morgan Chase Bank N.A. on USA125 billion credit facility (JER – 28.05.19) Appleby advises on Manx Telecom Takeover (IOM – 23.05.19) Appleby advises Thomas Miller Investment on the sale of its offshore private client investment management business to Canaccord Genuity Wealth Management (IOM – 25.04.19) Appleby advises Aquatic Foods Group Plc on AIM listing (JER – 12.04.19) Appleby advises Tritax Big Box Reit Plc on the acquisition of DB Symmetry and a GBP 400m US private placement (IOM – 05.04.19) Appleby advises GBGI Limited on its acquisition by Guernsey Scheme of Arrangement (GUE – 21.02.19) Appleby advise on Santander banking transfer in Jersey and Isle of Man (CD – 10.01.19) Appleby Jersey acts in ground-breaking trust litigation decision (JER – 23.11.18) Appleby Jersey acts in First Winding up of a limited partnership (JER – 15.11.18) Appleby advises PraxisIFM Group its acquisition of Nerine International Holdings Limited (JER/GUE/IOM – 05.07.18) Appleby advise on offshore aspects of £150m sale of Lombard division (GUE/IOM – 25.06.18)

OFFSHORE FIRMS IN LONDON

At Appleby, our global presence enables us to provide timely and comprehensive legal advice at the time most critical to our clients. This includes providing British Virgin Islands (BVI) law advice to clients in the Asian, North and South American, Caribbean and European timezones.

A number of our BVI qualified lawyers also have experience working in onshore financial centres and as a result are able to understand the demands faced by clients and intermediaries. The team also have experience working on the ground in the BVI, ensuring that they have both commercial expertise and an awareness of the nuances affecting the practice of BVI law. Our global team approach is of significant value to our clients as it ensures that all team members benefit from collective shared experience, when dealing with the spectrum of cross-border transactions and high-profile matters that we advise upon.

We work regularly alongside onshore law firms based in all the major financial centres including London, New York, Miami, Los Angeles, San Francisco, Silicon Valley, Dublin, Dubai, Hong Kong, Shanghai and Singapore. Given the popularity of the BVI as an offshore jurisdiction and the extensive use of its vehicles in different corporate structures, our relationships with onshore counsel extend beyond these financial centres and include the regional centres where commercial expertise has developed.

We advise a wide variety of local and international organisations including a large number of FTSE 100 and Fortune 500 companies on every aspect of BVI corporate and commercial law, with particular expertise and focus on mergers and acquisitions, corporate restructurings, joint ventures and capital markets. We also offer advice on:

  • Banking & Asset Finance
  • Capital Markets
  • Corporate Real Estate and Asset Finance
  • Derivatives
  • Joint Ventures
  • Islamic Finance
  • Listing Services
  • Mergers & Acquisitions
  • Private Client & Trusts
  • Regulatory
  • (Re)Insurance
  • Restructuring
  • Redomiciling companies to and from the BVI
  • Structured Finance
  • Technology & Innovation

In addition to corporate advice, our global network means we can also offer BVI Dispute Resolution advice to clients in the Asian, North and South American, Caribbean and European timezones.