Press Release from BVI Finance, Tuesday 30 January, 2024.
A series of significant complex cross-border transactions in 2023 has highlighted the strength and depth of expertise in the BVI across the financial services sector.
Over the course of the year, BVI financial services firms were actively involved in a number of high-value, sophisticated transactions, from IPOs to acquisitions and restructurings. At the same time, the BVI has enhanced both its expertise and regulatory framework in growth areas such as virtual assets, fintech and climate finance attracting an increasing number of high-quality market participants.
• Mergers and Acquisitions
Appleby BVI and Conyers BVI played an instrumental role in a significant international acquisition involving Shift4 and Finaro, a prominent clearing technology provider and online merchant bank in Europe.
Ogier advised Fortress Investment Group on its acquisition of Vice Media Group in a deal valuing the well-known media company at £350 million ($445 million).
Conyers advised B2Gold Corp, international senior gold producer, in relation to an up to $60 million purchase agreement with AngloGold Ashanti Limited to acquire AngloGold’s 50% stake in the Gramalote Project, located in the Department of Antioquia, Colombia. Since the completion of the acquisition on 5 October 2023, B2Gold now owns 100% of the Gramalote Project.
Harneys acted as legal counsel to Maxpro Capital Acquisition Corp in a business combination with late-stage clinical biopharmaceutical company, Apollomics Inc. through a reverse merger. Apollomics’ Class A ordinary shares and public warrants commenced trading on 30 March 2023, on the Nasdaq Capital Market under the symbols “APLM” and “APLMW,” respectively.
Walkers acted as BVI legal counsel to NASDAQ-listed Lumentum Holdings in relation to its acquisition of Cloud Light Technology Limited for $750 million by way of a BVI statutory merger.
Gold Leaf Consulting advised on the successful closing of a multi-million-dollar private asset sale in which a client, acting through a BVI company vehicle, was encountering procedural due diligence challenges with the recovery of escrowed funds. Gold Leaf was engaged to devise appropriate solutions, harnessing its compliance, and commercial expertise to design a successful solution for the release of the sale’s proceeds.
• Restructuring
Demonstrating the BVI’s close links to Asia, Maples and Calder advised Sunac China Holdings Ltd on the successful restructuring of its $10.2 billion offshore debt, representing the largest debt restructuring by a People’s Republic of China real estate company to date.
Conyers BVI acted as counsel to All Year Holdings Limited to complete the successful restructuring of the Company and conclude the Provisional Liquidation which was commenced in December 2021.
• Capital and Funding
Conyers advised long-standing client, Commonwealth Bank of Australia in connection with a five-year AU$500 million ($329 million) syndicated credit facility to Gold Fields Limited as borrower. This was one of the first sustainability-linked loan transactions in the Australian mining industry and the first for a gold mining company in the country. As part of the transaction, Gold Fields committed new social and environmental targets by embedding ambitious targets in a new sustainability-linked loan backed by a syndicate of 10 Australian and international banks.
Conyers also advised Telegram Group Inc in connection with its issuance of $210 million bonds. The Dubai-headquartered firm operates an encrypted messaging app used by over 800 million users each month as is a hugely influential company in the TMT sector. The capital, to be used for expansion, was raised through bond sales from multiple investors.
The firm further acted as BVI counsel to SIBA Energy Corporation on its DOP 4.1 billion ($68 million) project financing in respect of the financing, construction and commissioning of a combined-cycle gas fired power plant, including related sponsor arrangements.
Walkers acted as counsel in a major Norwegian cruise line transaction, acting as BVI counsel to NCL Corporation Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd., on its recent issue of up to $900 million in aggregate principal amount of first-lien senior secured notes.
Carey Olsen advised Socket Technologies Limited on its $5 million investment round. The firm’s fintech and digital team acted as lead legal counsel and advised on all BVI corporate, finance and regulatory aspects of the funding round, which was led by Framework Ventures and Coinbase Ventures, the venture arm of Coinbase.
• Initial Public Offerings
Harneys advised on the successful initial public offering (IPO) of special purpose acquisition vehicle (SPAC) Pono Capital Three, Inc. for $115 million. The IPO was over-subscribed with proceeds to be used for continued growth and supporting acquisitions with a focus on high growth consumer goods businesses in Asia and beyond.
• Digital Assets
Harneys BVI worked in collaboration with Harneys in a partner jurisdiction for 3iQ, one of the world’s leading digital asset investment fund managers, on the launch of the industry’s first comprehensive suite of crypto hedge fund managed accounts through the 3iQ Managed Account Platform (QMAP), with Harneys BVI acting as lead counsel on the establishment of QMAP’s BVI approved manager. The platform will launch with $50 million of capital from 3iQ and institutional investors.
Teneo BVI played a critical role in one of the most significant developments in digital assets in 2023; the liquidation of 3 Arrows Capital (3AC). In December 2023, a BVI Court froze around $1billion in assets belonging to the founders of 3AC, to prevent the founders dealing with assets in a way that might limit enforcement of the liquidation.
Statement from the BVI Minister of Financial Services:
“The exceptional performance of our financial services firms in 2023 is a testament to the BVI’s commitment to excellence and innovation in the global financial landscape,” said the Minister of Financial Services, Labour and Trade the Hon. Lorna Smith, OBE. “The BVI has always been at the forefront of providing sophisticated and efficient financial services. This year’s remarkable series of transactions across various sectors, including digital assets and climate finance, is a clear indication of our ability to adapt and excel in an evolving market. Our firms are not only executing complex deals but are also playing a pivotal role in shaping the future of international finance. This success reaffirms our position as a leading financial centre, dedicated to supporting the global economy.”
CEO of BVI Finance, Elise Donovan, said:
“BVI financial services firms, along with our independent regulator, are stepping up to meet the rise in demand for specialist expertise, services, regulation, and structures in the age of increased complexity in the global capital markets. This in turn has underscored the BVI’s reputation as a tried-and-tested hub for global investment business across the transaction value chain.”
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