Gowling WLG’s investment funds team acted on the London listing on the Specialist Fund Segment of the main market for listed securities of the London Stock Exchange of CEIBA Investment Limited (“CEIBA”) in conjunction with an initial Issue (by way of placing and offer for subscription) that raised £30 million.
At the issue price of £1 per ordinary share, CEIBA has a market capitalisation of £137 million. The placing was carried out by Nplus 1 Singer Advisory LLP.
CEIBA, which was formed in 1995, is a Guernsey incorporated investment company that is focused on investment in Cuba. Shortly before its IPO, CEIBA entered into an investment management agreement with Aberdeen Fund Managers Limited (“AFML”) under the terms of which the management of CEIBA’s assets was outsourced to AFML.
CEIBA provides an opportunity for investors to gain exposure to Cuban commercial real estate, hotels and other assets during a window of opportunity as relationships between Cuba and the international community, and particularly the United States, continues to improve.
The Gowling WLG team was led by partners Nick Heather and John Reed who were assisted by associate Laura Dobie, and trainee solicitors Chris Kay and Helena David and paralegal Sophia Hoondle. In addition Gregory Biniowsky, a Havana based business consultant for Gowling WLG, assisted in the Cuban due diligence exercise undertaken by local law firm Lex SA Servicios Juridicos. CEIBA received advice on US law and particularly the US sanctions regime from US law firm Holland & Knight. Cary Olsen advised on Guernsey Law. Nplus 1 Singer Advisory LLP was advised by Stephenson Harwood.
On 22 October 2018 the London Stock Exchange held a ceremony to welcome CEIBA that was attended by Lord Triesman and the Cuban Ambassador to the UK, Her Excellency Mrs Teresita Vicente Sotolongo.
Commenting on the transaction, Nick Heather, said: “This was an extremely complex and time consuming transaction that represents the culmination of a year’s effort. In addition to the complexity of a major corporate restructuring (involving Cuba, Spain, the Netherlands, Panama, Guernsey and Switzerland) the IPO itself presented many interesting legal challenges.”
Gowling WLG’s leading investment funds team (Tier 1 Legal 500) has a strong reputation in terms of closed end listed funds, advising issuers, investment houses and the banks and brokers that advise them. It brings together experts in tax, corporate, finance, regulatory and dispute resolution to provide a full legal service to its clients.