Appleby > Hamilton, Bermuda > Firm Profile

Appleby Offices

Appleby
CANON'S COURT, 22 VICTORIA STREET
PO BOX HM 1179
HAMILTON HM EX
Bermuda
Visit website 1 441 295 2244 1 441 292 8666

Appleby > The Legal 500 Rankings

Bermuda > Banking, finance and capital markets Tier 1

Under the leadership of Brad Adderley, the Appleby team, described as ‘extremely responsive and efficient’, serves major banks and financial institutions, addressing a broad spectrum of banking, asset, and project-related matters, both domestically and internationally. Clive Langley is a well-regarded corporate and international finance lawyer, while Tammy Richardson-Augustus complements the team’s expertise by specialising in cross-jurisdictional transactions within the energy and natural resources sector. Working alongside her is David Clark, who is dual-qualified in Bermuda and BVI and has extensive knowledge of project finance, capital markets and finance structures. Other notable experts include Jerome Wilson, a specialist in digital asset advisory and complex ship financing work, and counsel Andrew Kuzma, who provides assistance with capital markets, public offering, private placement, and corporate finance mandates.

Practice head(s):

Brad Adderley

Other key lawyers:

Clive Langley; Tammy Richardson-Augustus; David Clark; Jerome Wilson; Andrew Kuzma

Testimonials

‘Keen, responsive, know my business and structure well.’

‘Clive Langley – outstanding lawyer, have worked with him for years and his knowledge of our business and dedication are first class.’

‘The Appleby Bermuda banking and finance team are extremely responsive and efficient. We find the team focus on the commercially important aspects for us, without undue detail.’

‘We have found David Clark to be very responsive and approachable, with the ability to give immediate advice that is relevant to our organisation.’

‘The dedicated team delivers clear, concise, and practical advice, grounded in a pragmatic and common-sense approach.’

‘We primarily work with Jerome Wilson. Jerome is user friendly, and readily available to attend calls and address urgent issues.’

‘The team individuals are highly competent and responsive.’

Key clients

Brookfield

HSBC Securities (USA) Inc.

Cool Company Ltd.

Work highlights

  • Advised Brookfield in relation to the circa $8bn sale of Westinghouse Electric Company by Brookfield Business Partners.
  • Acted for HSBC Securities (USA) Inc. and Goldman Sachs & Co. LLC on the Government of Bermuda’s recent redemption of 2024 Notes.
  • Advised Cool Company Ltd. on the Bermuda law aspects related to the listing of its common shares on the New York Stock Exchange.

Bermuda > Corporate and commercial Tier 1

Recognised for its ‘responsiveness, commercial approach and dedication,’ Appleby is a trusted partner for FTSE 100 and Fortune 500 companies globally, providing support on strategic growth and restructuring initiatives spanning single jurisdiction deals and complex multi-disciplinary transactions. Under the leadership of Brad Adderley, the team handles multi-jurisdictional M&A deals and corporate transactions for clients across various sectors, including the IT, insurance, energy and natural resources spaces. Tim Faries adds depth to the team with his extensive experience in advising on capital raisings and M&A. David Clark, a seasoned expert in M&A, banking, and project finance work, navigates cross-border challenges for international banking clients, while Matthew Ebbs-Brewer is head of the funds and investment team. Jerome Wilson oversees the team’s digital assets practice, specialising in cross-jurisdictional telecoms and asset-based acquisitions, and counsel Josephine Noddings stands out for her broad commercial expertise spanning insurance law, M&A, and joint ventures.

Practice head(s):

Brad Adderley

Other key lawyers:

Tim Faries; David Clark; Matthew Ebbs-Brewer; Jerome Wilson; Josephine Noddings; Clive Langley; Carl Meyer

Testimonials

‘Responsiveness, commercial approach, dedication.’

‘Clive Langley, first-rate commercial lawyer, very responsive and dedicated, vast knowledge of our business.’

‘The team with David Clark and Carl Meyer assisted on Bermuda law issues on a cross border transaction. The team delivered corporate assistance that met our expectations in every way. The team members are highly qualified, work efficiently and deliver on time.’

‘The team individuals are highly competent and responsive.’

Key clients

Sumitovant Biopharma Ltd.

Brookfield Reinsurance Ltd.

Brookfield Asset Management Inc.

Flow Traders N.V.

Thome Group Holding Ltd.

Blue Investment SPE Ltd.

Argus

Cirion Technologies, Ltd.

Wejo Group Limited

NorthEdge

Work highlights

  • Acted as Bermuda counsel to Brookfield Corporation in respect of a new public listing and a spinoff of 25% of Brookfield’s asset management business through Brookfield Asset Management Ltd.
  • Advising a client in relation to a potential re-domiciliation of its holding company to Bermuda and listing on Nasdaq.
  • Advised on the Bermuda law elements of the $2.7bn cash sale by Lumen Technologies of its Latin American operations to Stonepeak.

Bermuda > Dispute resolution Tier 1

Appleby‘s dispute practice team is highly regarded, described as ‘professional, diligent, and well-respected by the judges in Bermuda’. The group represents a diverse range of parties in high-value, multi-jurisdictional litigation and mediation, as well as regulatory and corporate governance matters, including policy wordings. Leading the team is John Wasty, who is noted as ‘rightly in very high demand’ and specialises in commercial litigation, restructurings, fund claims, insolvencies and regulatory affairs, both domestically and internationally. Hannah Tildesley is a specialist in international commercial litigation, with a focus on funds and contentious trust disputes. Counsel Lalita Vaswani, known for her ‘pragmatic and diligent approach‘, supports the team’s corporate litigation, particularly in restructuring and insolvency matters. Khiyara Krige specialises in (re)insurance disputes and corporate litigation, while Sam Riihiluoma‘s expertise lies in civil and commercial litigation, with a strong track record in regulatory affairs, contractual disputes, and professional liability claims.

Practice head(s):

John Wasty

Other key lawyers:

Hannah Tildesley; Lalita Vaswani; Sam Riihiluoma; Khiyara Krige; James Batten

Testimonials

‘The Appleby team is a delight to work with. They are professional, diligent and well-respected by the judges in Bermuda. Always exceptionally hard-working and consider the details.’

‘The insolvency team at Appleby Bermuda is second to none. We’ve been working with them to try to recover on a defaulted loan. This collection effort required a global response (with assets in multiple jurisdictions), and Appleby was able to organise, assemble and lead a global team of lawyers working to achieve results on our behalf. In each instance, we’ve found the lawyers to be thoughtful, prepared and thorough. We could not have achieved as good as result as we did were it not for Appleby.’

‘John Wasty – rightly in very high demand; extremely experienced and exceptionally good on client management. I will recommend John to anyone litigating in Bermuda.’

‘We’ve found Lalita Vaswani to be highly dedicated, practical and intelligent. She has organised and led, on our behalf, a global team of talented lawyers whose aim is to achieve a successful result on our behalf. We have found the Appleby team’s wisdom to be invaluable.’

‘We’ve found James Batten to be incredibly creative in problem solving. After listening to multiple sides on a complex negotiation, James was able to listen to everyone’s needs and wants and suggest solutions that address each of the issues raised.’

‘Khiyara Krige – on top of all the details and supremely reliable, notwithstanding clearly a very heavy workload.’

‘I enjoyed working with this team. They take on a collaborative approach to their work. Despite the time zone and jurisdiction, they were always accessible and beckoned to your call. I was also impressed with the attention to detail that was applied.’

‘My main contact is Lalita Vaswani. Lalita takes a pragmatic and diligent approach to her advice which is supported by her attention to detail of the facts presented. She is personable, approachable and her advice is straightforward. She is supported by James Batten who is also a standout in carrying out his duty and ensuring all the complex points were kept simple to understand.’

Key clients

Jardine Matheson Holdings Limited

Petroleos de Venezuela SA

Former Shareholders of NKWE Platinum Limited

Argus Insurance Company Limited

Bermuda Environmental Sustainability Taskforce BEST

Work highlights

  • Acting for Jardine Matheson Holdings Limited in litigation arising from the merger between Jardine Matheson Holding Limited and Jardine Strategic Holdings Limited relating to prices offered for shares in the merger.
  • Instructed by the estate of a wealthy Taiwanese businessman in claims relating to the validity of trusts.
  • Representing PDVSA in a dispute relating to the liquidation of its former captive PDV Insurance Company Ltd.

Bermuda > Insurance/reinsurance Tier 1

The specialised insurance and reinsurance practice at Appleby offers counsel on a wide array of insurance vehicles, with expertise in significant capital raisings, hybrid transactions, insurtech implementation, and new registrations. Characterised by its willingness to ‘be innovative and push the boundaries of what’s possible’, Brad Adderley leads the practice, handling insurance matters with a focus on ILS, alternative and collateralised reinsurance investment transactions. Alan Bossin specialises in insurance sector M&A, including capital raisings, securitisations, longevity issues and risk transference transactions, while Tim Faries excels in public and private insurance company capital raisings and public listings. The team also includes Matthew Carr, who advises on captives and catastrophe bonds for special purpose insurers, and commercial insurers, and Gary Harris, who specialises in M&A and risk transfer transactions.

Practice head(s):

Brad Adderley

Other key lawyers:

Alan Bossin; Tim Faries; Matthew Carr; Gary Harris; Josephine Noddings

Testimonials

‘Appleby is the foremost legal firm in Bermuda, bar none. If you have a large or high-profile deal there is no better place to go, and no safer place to go.’

‘Brad Adderley is my most competent, proactive, and trusted counsellor. He knows the insurance industry inside and out and is always willing to be innovative and push the boundaries of what’s possible. I recommend him wholeheartedly and without reservation.’

‘Gary Harris is an exceptional partner. He is hardworking and is unbelievably responsive and thoughtful. His advice is always pragmatic and useful, and most importantly, he does not waste my time. One of the best I have ever worked with, could not recommend more highly.’

‘Strong world view beyond just Bermuda and strong dedication to client service. A real desire to understand clients’ business at a more granular level to provide customised, expert service at all levels.’

‘Brad Adderley and Gary Harris are terrific. Tireless effort and great substantive experience both in Bermuda and more broadly.’

Key clients

Kuvare Holdings

African Risk Capacity Ltd

AUB Group Limited

Phoenix Re Limited

Meanwhile Services (Bermuda) Limited

Nascent Re Ltd.

Arbol

HRS Management, LLC

Argus

Work highlights

  • Acted as Bermuda counsel on the establishment of Meanwhile Services (Bermuda) Limited.
  • Acted as Bermuda counsel to HRS Management, LLC on the formation, registration and investment into a new class E reinsurer, AeBe ISA Ltd.
  • Acting for AUB Group which has entered into an agreement with sellers Odyssey Investment Partners to acquire 100% of Tysers for A$880m.

Bermuda > Regulatory and compliance Tier 1

The regulatory and compliance team at Appleby covers essential aspects of business and financial services regulation, encompassing compliance, corporate governance, and regulatory and risk advisory services. Within these domains, handling both contentious and non-contentious matters, the team provides regular counsel on ATF compliance, anti-money laundering, terrorist financing risks, sanctions regimes, and license approvals. Co-heading the practice is Sally Penrose, who advises financial institutions, global corporations, and professional public bodies on a wide spectrum of regulatory and licensing issues, with specific expertise in economic substance matters. Her counterpart, John Wasty, brings extensive experience in corporate governance and sanctions-related issues.

Practice head(s):

Sally Penrose; John Wasty

Key clients

Argus Group Holdings Limited

Work highlights

Bermuda > Trusts/private client Tier 1

Fielding a team that ‘consistently provides excellent, high-quality and timely legal advice,’ Appleby‘s cross-practice trusts and dispute resolution team is adept at advising on the entire spectrum of trust law and is frequently retained by blue-chip trust institutions. Practice co-head Vanessa Schrum is a key contact for non-contentious matters and has extensive experience in acting for ultra-high-net-worth clients across the globe. Fellow co-head Hannah Tildesley specialises in commercial litigation, with a particular focus on trust disputes. Other notable figures include senior associates Caljonah Smith, who concentrates on non-contentious estate matters and routinely handling probate and seal applications to the Supreme Court; and Sam Riihiluoma, who acts for liquidators in winding up proceedings.

Practice head(s):

Vanessa Schrum; Hannah Tildesley

Other key lawyers:

Caljonah Smith; Sam Riihiluoma

Testimonials

‘Brilliant client service. They always take a commercial approach and are always willing to help and go the extra mile to get deals over the line within tight deadlines.’

‘Vanessa Schrum – an excellent practitioner – such a delight to work with and really drives matters forward.’

‘Appleby’s team in Bermuda consistently provides excellent, high-quality and timely legal advice for all of our Trust and Private Client needs.’

‘Appleby in Bermuda represents an excellence benchmark against which other firms are competing to be viewed and judged against.’

‘The Appleby team are fully prepared to go the proverbial extra mile with all aspects of the delivery of their services.’

‘Vanessa Schrum – always able to respond, help and deliver with even the tightest of deadlines. A leading authority in Bermuda on all things trust and private client related.’

‘Caljonah Smith – metronomic in her ability to deliver and ability to assist. A rising force and authority on her subject matter.’

‘Appleby Bermuda have a very aligned team for seamless delivery of their services. Their team is well resourced, always ready and able to help, even with very tight deadlines and unexpected or emerging matters requiring immediate assistance. Appleby are my, like many other professionals, primary “go to” team in Bermuda for trust and private client matters.’

British Virgin Islands > Corporate and commercial

Advising on projects across Asia, Latin America and Africa, Appleby‘s BVI office is regularly instructed on cross-border M&A transactions. Practice chair Jeffrey Kirk  regularly handles multi-million-dollar M&A deals and corporate restructurings, while Andrew Jowett, who divides his time between BVI and Jersey, acts for various blue-chip and private companies in the energy sector. Further notable figures in the team also include Shana Simmonds, who has recently been involved in multi-jurisdictional transactions related to private equity takeovers and fintech companies; and David Clark, who frequently provides support for the team on cross-border financing matters, particularly those with Bermuda connections. ‘Proactive and solution-focused’ M&A specialist Brittany Cummings and Stuart Fee are key names at senior associate level.

Practice head(s):

Jeffrey Kirk

Other key lawyers:

Andrew Jowett; David Clark; Shana Simmonds; Stuart Fee; Britanny Cummings

Testimonials

‘Andrew Jowett and Brittany Cummings – proactive and solutions-focused.’

Key clients

The Baring Private Equity Asia

Shift4 Payments, LLC

Pluspetrol Resources Corporation B.V.

eToro Group Ltd

Orion Resource Partners (USA) LP

Thome Group Holding Ltd

Appleby > Firm Profile

 

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.

Main Contacts

Department Name Email Telephone
Managing Partner Brad Adderley
Dispute Resolution John Wasty
Corporate Alan Bossin
Corporate Tim Faries
Corporate Clive Langley
Corporate David Clark
Corporate Jerome Wilson
Corporate Matthew Ebbs-Brewer
Corporate Tammy Richardson-Augustus
Private Client & Trust Vanessa Schrum
Dispute Resolution Hannah Tildesley

Staff Figures

Number of partners : 16
Number of fee-earners : 45

Languages

English

Other

Other offices : British Virgin Islands
Other offices : Cayman Islands
Other offices : Guernsey
Other offices : Hong Kong
Other offices : Isle of Man
Other offices : Jersey
Other offices : Mauritius
Other offices : Seychelles
Other offices : Shanghai

Notable Cases


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.

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