Firm Profile > Appleby > Douglas, Isle Of Man

Appleby
33-37 ATHOL STREET
DOUGLAS
IM1 1LB
Isle Of Man

Isle of Man > Banking, finance and capital markets Tier 1

Appleby is distinguished through its sizeable seven-director team and network of offices across the Channel Islands and BVI. The team advises on the biggest transactions in the market, with a penchant for financing assets such as property, aircraft and shipping vessels. Capital markets transactions are another area of strength, with the team's expertise spanning both debt and equity issuances. It advises companies listed on the London, European and Johannesburg stock exchanges. Managing partner Faye Moffett leads the team, which includes Kyle SutherlandSimon Harding and Tom Brook. Also recommended is senior associate Eleanor Harding, who focuses on property and aircraft financing.

Practice head(s):

Faye Moffett

Other key lawyers:

Kyle Sutherland; Tom Brook; Simon Harding; Eleanor Harding

Testimonials

‘Prompt efficient service.’

‘Responsive, personable and efficient. Good relationship with lawyers on the other side ensure a smoother transaction and issues resolved swiftly.’

‘Extremely friendly and approachable. No qualms about picking up the phone to chat through any issues – of which Appleby will most likely have a solution.’

‘A proactive and collaborative team always willing to help and assist.’

‘Very knowledgeable, helpful and honest.’

Key clients

Investec (Channel Islands)

NEPI Rockcastle Plc

CarTrawler

Douglas Bay Property Limited

The Blackstone Group International

Isle of Man > Commercial property Tier 1

Appleby is highly active in the acquisition and sale of properties across the Isle of Man. In one notable mandate, Tom Brook advised Douglas Bay Property on the £12m acquisition of the Douglas Bay Complex (also known as King Edward Bay House). Brook is also noted for his expertise in real estate finance transactions. The practice is led by managing partner Faye Moffett, who is active in investment transactions and matters involving the leasing of retail properties. Senior associate Alexandra Dernie is also recommended.

Practice head(s):

Faye Moffett

Other key lawyers:

Tom Brook; Alexandra Dernie; Melissa Wong

Testimonials

‘Appleby is obviously a well-known and long-established company with high standards, and the individuals I have dealt with upheld said standards.’

‘Both Alexandra Dernie and Melissa Wong were very thorough in dealing with what was, at times, a less than straightforward matter. Any queries raised were dealt with in a timely fashion, and both were personable at all times. No significant delays were experienced when liaising with either party. I would recommend them should any similar commercial property matters arise in the future.’

‘Melissa Wong provided good service in what were difficult circumstances in 2020. Melissa remained calm and professional.’

Key clients

Presbyterian Mutual Society Limited

Douglas Bay Property Limited

Investec Bank (Channel Islands) Limited

Old Mutual International Isle of Man Limited

Travis Perkins Trading Company Limited

McDonald’s Restaurants Limited

LV Group Limited

Game Retail Limited

Screwfix Direct Limited

Isle of Man > Corporate and commercial Tier 1

Appleby fields a sizable corporate team and particularly distinguishes itself through its network of offices across other offshore jurisdictions. Managing partner Faye Moffett oversees the team and is known for her expertise in the financial services sector, while Juan Thornley has a similar focus and also works on matters pertaining to the insurance sector. BVI-qualified Kyle Sutherland offers a unique service where he advises on BVI-related matters during GMT working hours. Garry Manley is also BVI qualified and advised SB Tech on its $3.3bn landmark merger with DraftKings. Another key figure is Tom Brook, who is an expert in M&A and restructuring mandates.

Practice head(s):

Faye Moffett

Other key lawyers:

Juan Thornley; Kyle Sutherland; Garry Manley; Tom Brook

Testimonials

‘The Appleby corporate team were good to work with, responsive, collaborative and solution-oriented.’

‘Juan Thornley is recommended for his speed of response, accuracy and being good to work with.’

‘Always available, prompt responses, and good understanding of my requirements.’

Key clients

Eros STX Global Corporation

STX Filmworks, Inc.

International Financial Group Limited

Ravenscroft Group

W.H. Ireland Group plc

Monument Re Limited

SBTech (Global) Limited

Erso Capital PCC Limited

Isle of Man > Dispute resolution Tier 1

Appleby is, for some, ‘the best litigation team on the Isle of Man, both in the quality of its lawyers and the strength and connectivity that comes from the wider Appleby platform’. The team broadly focuses on commercial litigation, trust disputes and insolvency, and advised Deloitte on the high-profile liquidation of the Arcadia Group. Mark Holligon leads the firm’s dispute resolution team globally and is highly skilled in multi-jurisdictional disputes, particularly involving distressed assets and restructuring. Restructuring is also an area focus for Caren Pegg who also advised on the Arcadia collapse. Professional negligence and employment are two other areas of interest. Other key members of the team include: Charles Davies, an expert in fraud, insolvency and trust litigation; Christopher Cope, who has a particular focus on asset tracing and recovery: and Claire Corkish, who stands out for her expertise in obtaining injunctive relief and disclosure orders. Senior associate Erin Trimble-Cregeen is also recommended.

Practice head(s):

Mark Holligon

Other key lawyers:

Caren Pegg; Charles Davies; Christopher Cope; Claire Corkish; Erin Trimble-Cregeen

Testimonials

‘I consider Appleby’s Manx dispute resolution team to be unmatched for complex commercial litigation, particularly for disputes that involve multiple jurisdictions and cross-cutting issues. At both partner- and associate-level, they combine deep insight into the Manx legal system with really solid tactical instincts. There is a consistency in quality across all levels of seniority and a striking ability to scale up a team to handle urgent interim relief applications.’

‘Mark Holligon has extensive experience of offshore dispute resolution, and is a forceful advocate. He is very good at focusing on the important matters in a case and recognising what are subordinate issues. Whilst his associates tend to deal with matters on a day to day basis, he supervises them closely, and is always available to step in and give assistance and help direct the case.’

‘Their main strength is the quality and depth of talent that they have. They are super professional to deal with and highly responsive. They will leverage counsel to very good effect where necessary. They are thorough and willing to use technology innovatively. Definitely the firm to go to if you need to have a robust legal battle.’

‘Mark Holligon is an excellent litigator, particularly in the insolvency disputes field. He’s extremely responsive and easy to deal with. I always feel entirely confident referring my clients to him, knowing that he will provide a great service.’

‘I worked with Charles Davies and Erin Trimble-Cregeen. They are both excellent lawyers. Charles is very accurate in the legal analysis and also very clear in legal writing: it is impressive how he can explain in simple words very difficult legal issues. Erin is extremely brilliant and creative: it is a real pleasure working with her.’

‘Mark Holligon is a particularly impressive litigator. He has a practical, results-focussed approach that places a clients strategic objectives at the heart of any matter. He marries commerciality and shrewd legal tactics and has an uncanny knack of finding out-of-the-box solutions that work. He is skilled in fraud, asset recovery and insolvency work.’

‘Erin Trimble-Cregeen has remarkable eye for detail and is extremely hard working. Her trusts expertise is outstanding. A go-to private client and contentious trusts partner of the future.’

‘Mark Holligon is skilled and has seen it all before. This makes him unflappable in a tricky situation. He is also very client and user friendly which is really important in big offshore disputes. ’

Key clients

Royal Bank of Scotland International

Isle of Man Government

Financial Services Authority

Gordon Wilson as Receiver and Manager of Montpelier (Trust & Corporate) Services Limited

Douglas Corporation

HSBC Bank

Takafumi Horie

Moorgate Industries Limited

Peter Neill

Deloitte

Isle of Man > Employment Tier 1

Appleby provides a full service to clients on all the contentious and non-contentious aspects of employment and industrial relations law, under the leadership of Caren Pegg, who has over 20 years of experience in this space. Her expertise includes matters concerning discrimination, dismissals, exits and settlement agreements. Also recommended is counsel Keira Gore who is particularly knowledgeable about equality law, equal pay and discrimination claims. Associate Emily Ashe, who focuses on immigration, is also recommended.

Practice head(s):

Caren Pegg

Other key lawyers:

Keira Gore; Emily Ashe

Testimonials

I have always found that my issues are listened to (however menial they are) and not judged. ’

‘I have always been treated with respect and been able to talk openly and honestly. Caren Pegg is a very knowledgeable individual and has a wealth of legal and practical experience in dealing with employment matters.’

‘Our experience of Appleby (IOM) and Caren Pegg (who represented us) was exceptional. Caren’s calm and professional manner was very comforting throughout our dealings with her.’

‘Caren’s warm, calm, caring and confident manner towards each individual that she dealt with within our firm was very comforting and gave us great confidence. She took great care with each individual she had dealings with. Caren’s attention to detail and her polite, informed manner was truly lovely.’

Key clients

RL360

Swagelok Ltd

Royal Bank of Scotland International/Natwest

NK Construction Limited

Isle of Man Creamery

Barclays Bank PLC

Adorn Domiciliary Care

IOM Meats Limited

Quilter

Deloittes

Isle of Man > Gambling Tier 1

Appleby's group operates under the leadership of Claire Milne, who is a recognised expert in the gambling sector and was formerly chair of the Isle of Man Gambling Supervision Commission. Milne advises on commercial and regulatory work, with expertise in other complementary areas including IP, IT and fintech mandates. Corporate transactions are another core area of focus for the practice, with Kyle Sutherland advising on capital markets and restructuring work. Garry Manley similarly advises on corporate and regulatory matters, with added expertise in employment issues.

Practice head(s):

Claire Milne

Other key lawyers:

Kyle Sutherland; Garry Manley

Testimonials

‘Specialist knowledge in insurance regulatory matters.’

‘Really knowledgeable and responsive. Clear advice. Easy to deal with.’

Key clients

SBTech (Global) Limited

STX Entertainment, Inc.

Global Switch

Playtech

Isle of Man > Insurance and pensions Tier 1

Appleby is a leading name in the market for insurance and reinsurance work, and is able to draw on the added advantage of its network of offices across other offshore jurisdictions. Practice head Juan Thornley is a corporate partner who focuses on the financial services sector, much of which includes insurance and pensions related work. Garry Manley has a similar focus and leads the team’s funds and investment services group. Simon Harding no longer leads the practice but is now group general counsel for the firm. Counsel Michelle Brook is also recommended.

Practice head(s):

Juan Thornley

Other key lawyers:

Garry Manley; Michelle Brook

Testimonials

‘Specialist knowledge in insurance regulatory matters.’

‘Really knowledgeable and responsive. Clear advice. Easy to deal with.’

Isle of Man > Private client, trusts and tax Tier 3

Appleby draws on its highly experienced corporate and dispute resolution teams to advise on trusts, estate planning work, foundation matters and pension-related issues. Managing partner Faye Moffett is a key name on the non-contentious side with a particular interest in handling estate planning work for high-net-worth individuals. For contentious work, litigator and former London barrister Charles Davies is highly skilled in trust-related disputes. Senior associate Melissa Wong is also 'a very good trusts lawyer with good experience'.

Practice head(s):

Faye Moffett; Charles Davies

Other key lawyers:

Melissa Wong

Testimonials

‘A team that not only works on its own when doing transactions and advisory work, but works closely with the dispute resolution department when matters become contentious. There is a willingness to involve others with specialist litigation skills which is not always apparent with other firms. This means that the client gets a better service with appropriate expertise used when necessary.’

‘Melissa Wong – very easy to get on with and friendly. She is also a very good trusts lawyer with good experience.’

‘A deep and diverse talent pool of professionals in this highly specialist area. They have some excellent client relationships and are at the cutting edge of the market in terms of what is going on. A go-to firm.’

‘I’ve dealt this year a lot with Melissa Wong. Excellent trust adviser.’

‘The team has unmatched knowledge and experience in trust law. The people in the team are nice and it is very easy to work with them. The have a fresh and modern approach to legal profession.’

‘During the past year the Appleby Isle of Man private client practice has been responsive, knowledgeable and able to provide guidance and solutions to complex queries within an often tight timeframe. During what has been a difficult year for all, Appleby has provided a seamless service, despite the pandemic, proving they are a modern dynamic practice.’

‘Melissa Wong has been particularly helpful providing solutions to often complex queries within tight deadlines.’

‘Flexible working arrangements and accessibility for clients.’

Key clients

Ocorian Trust (Isle of Man) Limited

Equiom (Isle of Man) Limited

LJ Skye Trustees Ltd

 

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 Faye Moffett
Corporate Kyle Sutherland
Corporate Juan Thornley
Corporate Tom Brook
Corporate Simon Harding
Corporate Claire Milne
Corporate Garry Manley
Dispute Resolution Charles Davies
Dispute resolution Christopher Cope
Dispute resolution Mark Holligon
Dispute resolution Caren Pegg
Photo Name Position Profile
 Tom Brook  photo Tom Brook Tom Brook is Partner within the Corporate department and specialises in advising…
 Christopher Cope  photo Christopher Cope Christopher Cope is a partner in the Dispute Resolution department in the…
 Charles Davies  photo Charles Davies Charles Davies is a partner within the Dispute Resolution department in the…
 Simon Harding  photo Simon Harding Simon Harding is a partner within the Corporate department and is the…
 Mark Holligon  photo Mark Holligon Mark Holligon is a partner and Global co-head of the Dispute Resolution…
 Garry Manley  photo Garry Manley Garry Manley is a partner in the Isle of Man office who…
 Claire Milne  photo Claire Milne Claire Milne is a partner within the Corporate department in the Isle…
 Faye Moffett  photo Faye Moffett Faye Moffett is the Managing Partner of the Isle of Man office,…
 Caren Pegg  photo Caren Pegg Caren Pegg is a partner in the Dispute Resolution department in the…
 Kyle Sutherland  photo Kyle Sutherland Kyle Sutherland is a partner within the Corporate department in the Isle…
 Juan Thornley  photo Juan Thornley Juan Thornley is Partner in the Corporate department. He specialises in corporate…
Number of partners : 11
Number of other fee-earners : 23
English
Main Contact : Faye Moffett, Office managing partner
Other offices : Bermuda
Other offices : British Virgin Islands
Other offices : Cayman Islands
Other offices : Guernsey
Other offices : Hong Kong
Other offices : Jersey
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.