Offshore: Deals and cases Q2 2013

Jobs keeping offshore lawyers busy in the past quarter have ranged from financings through IPOs and acquisitions to insolvency proceedings

offshore cocktail


Multiple jurisdictions: British Virgin Islands (BVI)/Cayman Islands/Hong Kong

Langham Hospitality IPO

24 May 2013

Great Eagle Holdings spun off its hotel operations, Langham Hospitality, in an IPO on the Hong Kong Stock Exchange that raised $548m. Langham Hospitality sold over 850 million shares at HK$5 (43p) each. The hotel property assets are structured as a trust.

 For Langham Hospitality: Conyers Dill & Pearman partner Richard Hall; Mayer Brown JSM partners Jacqueline Chiu, Jason Elder and Robert LynnFor sponsors and bookrunners HSBC: Appleby partner Jeffrey Kirk; Freshfields Bruckhaus Deringer partners Grace Huang and Ken Martin

Bermuda/Isle of Man

Norwegian Cruise Lines refinancing

29 May 2013

Norwegian Cruise Lines has refinanced some of its credit facilities through two separate transactions.

The first transaction, totalling $1.3bn, consists of a $675m (£447m) term loan and a $625m non-amortising revolving credit facility. This new facility matures in 2018 and refinanced existing credit facilities.

Meanwhile, the second transaction will refinance facilities secured by its vessels Norwegian Jewel, Jade and Pride of America by amending the credit agreements to reduce the applicable margins and enhance certain terms and conditions.

Norwegian Cruise Lines
Norwegian Cruise Lines

For Norwegian Cruise Lines: Cox Hallett Wilkinson senior associate Jonathan Betts and associate Andrea Moniz-DeSouza;
Cains director Mike Edwards;
and Paul Weiss partner Brad Finkelstein

For the secured lenders: Appleby; Cains director Geoff Kermeen and associate Stephanie Chew; Cahill Gordon & Reindel

British Virgin Islands

Sale of

17 April 2013

A 48 per cent stake in Russian social network, or VKontakte, was sold to investment firm United Capital Partners for an undisclosed sum. The stake was held by co-founders Viatcheslav Mirilashvili and Lev Leviev.

For Blesmir Development and Palagon Limited (controlled by Mirilashvili and Leviev): Conyers Dill & Pearman partners Anton Goldstein and Patrick Ormond; Skadden Arps Slate Meagher & Flom

For United Capital Partners: Walkers partner Jack Boldarin and senior associate Chinyin Johnston; Linklaters partner Lev Loukhton

CNPC Finance senior notes

April/May 2013

CNPC General Capital, a subsidiary of China National Petroleum Corporation, issued guaranteed senior notes due 2016, 2018 and 2023, respectively, in an aggregate principal amount of $2bn.

The company also established a $7bn medium-term note programme.

For CNPC Finance (HK): Appleby partner Judy Lee; Jun He;
Shearman & Sterling

For the joint global co-ordinators and initial purchasers: Davis Polk & Wardwell partners Eugene Gregor and John Paton and associates Faisal Baloch, Bate Yu, Jesse Gillespie, Jennifer Liu and Adam Perry; King & Wood Mallesons

EganaGoldpfeil creditors’ arrangement

May 2013

Luxury goods producer EganaGoldpfeil, a Cayman company formerly listed on the Hong Kong Stock Exchange, implemented a creditors’ arrangement for its BVI subsidiary PC International Marketing in May. The arrangement meant a court restructuring was avoided, and was the first creditors’ arrangement under Part II of the BVI Insolvency Act 2003.

KPMG Hong Kong was the liquidator of EganaGoldpfeil.

For KPMG Hong Kong: Harneys partners Colin Riegels and Ian Mann and associate Laura Cooper

Sinochem securities issue

May 2013

Hong Kong company Sinochem issued $600m-worth of hybrid subordinated guaranteed perpetual capital securities through a BVI-incorporated special purpose vehicle, Sinochem Global Capital.

The securities are guaranteed by Sinochem and listed on the Hong Kong Stock Exchange.

For Sinochem: Harneys partner Colin Riegels and senior associate Monica Chu; Davis Polk & Wardwell partners Eugene Gregor, Paul Chow and John Paton and associates Bate Yu, Sin Joh Chuang, Jesse Gillespie, Jie Ge, Yiyu (Sam)
Huang and Sarah Joy and
counsel Catherine Martin; Tian Yuan Law Firm

 For the managers: Shearman & Sterling; Haiwen & Partners

Cayman Islands

Alibaba acquisition of Weibo

29 April 2013

Chinese e-commerce company Alibaba Group bought an 18 per cent stake in microblogging service Weibo from China’s largest internet portal and media website Sina Corp. The deal is expected to help Alibaba drive traffic from Weibo, a Twitter-like site, to its other e-commerce platforms.

For Sina Corp: Shearman & Sterling partner Lee Edwards

For Alibaba:Walkers partner 

Denise Wong and associates Yin Xu and Natalli Kwong; Simpson Thacher & Bartlett partner Kathryn King Sudol; Fangda Partners

30 Crown Place

May 2013

South Korean investment company Samsung SRA Investment Management acquired 30 Crown Place in the City of London for £142m from a fund managed by Hannover Leasing. The main occupant is Pinsent Masons.

For Samsung SRA: Carey Olsen partner Nick Bullmore and associate Colin Dow; Ashurst partners David Jones, Sarah Wilkinson and Paul Miller.

For Hannover Leasing: Appleby; Berwin Leighton Paisner partner Damian Fleming

For Deutsche Hypo and Deutsche Postbank: Lawrence Graham partners Nick Turner, Elliot Weston and Christine Jackson

Wuzhou International IPO

June 2013

Jiangsu-based property developer Wuzhou International Holdings listed on the main board of the Hong Kong Stock Exchange in June, raising $178m.

The proceeds from the offering will be used to finance the land acquisition, construction and development of projects as well as for working capital and other general corporate purposes.

For Wuzhou International Holdings: Walkers partner Denise Wong and associate Yin Xu; Shearman & Sterling Colin Law and Shuang Zhao

For the underwriters: Paul Hastings partner Raymond Li and partners Catherine Tsang, Neil Torpey and Zhaoyu Ren, of counsel Bonnie Yung and associate Eric Chow; Global Law Office


GCP Student Living

20 May 2013

The first education-property focused real estate investment trust (REIT), GCP Student Living, was admitted to the Specialist Fund Market of the London Stock Exchange and listed on the official list of the Channel Islands Stock Exchange on 20 May.

The placing and offer for GCP’s 70 million shares was oversubscribed, and the listing raised aggregate gross proceeds of £70m at an issue price of £1 a share.

The REIT invests in purpose-built private student rental accommodation and teaching facilities in prime London locations, aiming to deliver a 5.5 per cent annualised income yield growing in line with inflation, alongside a total return of between 8-10 per cent. 

For GCP Student Living: Carey Olsen partner Robin Smith, senior associate Colin Masterton and associate Leigh Stockey; Lawrence Graham partners Oliver Riley, Elliot Weston and Michael Lacey, senior associate Kris Rogers and associates Matthew Horlock and Anne Schaffner; Simmons & Simmons partner Simon Kildahl and associates Sarah Birchley and Annabelle Garcia

For financial adviser and broker Cenkos Securities: Stephenson Harwood partner Alex Haynes

FirstGroup rights issue

11 June 2013

Transport group First undertook a rights issue to raise £615m in June. Although the issue was unpopular with shareholders, management said it was necessary to reduce debt levels at the company and ensure its shares continued to be rated at investment grade. Shares were issued at 85p.

The deal involved a Jersey cash box structure.

For FirstGroup: Mourant Ozannes partner James Ruane, senior associate Jon Woolrich and associate Suzanne Borrowman; Slaughter and May partners Andrew Jolly, Jonathan Fenn and William Watson; Paul Weiss partners Mark Bergman and
Jeffrey Samuels

Partnership Assurance IPO

12 June 2013

Annuity provider Partnership Assurance listed on the main market of the London Stock Exchange in June, with the offer price valuing the company at £1.54bn.

The IPO comprised the sale of a portion of Partnership’s existing ordinary shares held by funds managed and advised by Cinven and management, and an issue of new ordinary shares by Partnership. A Jersey-based employee benefit trust was also established.

For Cinven and Partnership Assurance: Ogier partner Nathan Powell, senior associates Richard Daggett and Katherine Neal, managing associate Jane Wycherley and associate Alexandra Rayner; Freshfields Bruckhaus Deringer partners Mark Austin, Adrian Maguire, David Higgins, Simon Evans and Sarah Murphy and associates Rós Ní Dhubháin and Bob Lehner

For Partnership Assurance management: Travers Smith partners Edmund Reed and Kathleen Russ and associates Athene Blakeman and Ian Keefe

For co-ordinators Bank of America Merrill Lynch and Morgan Stanley: Clifford Chance partners Adrian Cartwright and John Connolly and associate Iñigo Esteve

Glencore Xstrata revolving credit facilities

20 June 2013


Following the merger earlier this year between mining companies Glencore and Xstrata, the company signed a $17bn revolving credit facility that replaced the pre-merger credit of both companies.

The new credit facility will be used by the newly merged company for general corporate purposes.

The deal was significantly oversubscribed and is believed to be the biggest loan to be completed in London.

For Glencore Xstrata: Mourant Ozannes; Linklaters partner Toby Grimstone and managing associate Ian Callaghan; Pestalozzi

For the lenders: Ogier partner Christopher Byrne, managing associate Bruce MacNeil, and associate Kylie Maguire; Clifford Chance partners Russell Wells, Scott Bayche and Jay Gavigan

Schroders’ takeover of Cazenove

2 July 2013

Schroders acquired Cazenove Capital Holdings for £424m in a recommended takeover. The deal was completed using a Jersey scheme of arrangement with final approval obtained from the Royal Court of Jersey on 1 July.

Cazenove has £17bn of assets under management (AUM) and the acquisition brings Schroders’ total AUM to £250bn.

For Schroders: Mourant Ozannes partners Simon Felton and Mark Temple, senior associate Paul Martin, managing associate Matt Shaxson and associate Andrew Salisbury; Slaughter and May team led by partner Gavin Brown

For Cazenove: Ogier partner Raulin Amy, senior associates Sean Inggs and Oliver Passmore and managing associates Sara Johns and Emilita Robbins; Herbert Smith Freehills partners James Palmer and Mark Geday and senior associate Mike Flockhart




Saturn Petrochemicals Holdings v Titan Petrochemicals Ltd

Supreme Court of Bermuda

Judgment: 10 May 2013

In July 2012 Saturn Petrochemicals issued a winding-up petition against Titan Petrochemicals. Since then the company has been attempting an out-of-court restructuring with the petition adjourned.

Titan Petrochemicals
Titan Petrochemicals

In March, Titan issued a summons to strike out the petition. Titan contended that the prosecution of the petition was an abuse of process because Saturn lacked sufficient interest in a winding-up.

The judge found he should strike out the petition.

For the petitioner, Saturn Petrochemicals: Attride-Stirling & Woloniecki partners Jan Woloniecki and Kehinde George

For Titan Petrochemicals: Conyers Dill & Pearman counsel Paul Smith and director Christian Luthi

For supporting creditor KTL Camden: Sedgwick Chudleigh special counsel Cameron Hill

British Virgin Islands

Chunhe Gao v (1) Nanjing Ocean (BVI) Co, (2) Ling Mou, (3) Chuanguang Xu, and (4) Nasbulk Ltd

British Virgin Islands commercial division

Judgment: 1 May 2013 Mr Justice Bannister

The claim before the Commercial Court was brought by a Chinese national who held a 30 per cent interest in a BVI joint venture company, Nasbulk. The remaining shareholder, also a BVI company, was nominee for a Chinese company. The business was managed from Singapore and Mr Justice Bannister found that, apart from its place of incorporation, the closest connection which the company had was with Singapore.

Bannister J gave a clear indication of the approach which the BVI will take to form challenges in the context of claims for unfair prejudice under section 184I of the BVI Business Companies Act 2004.

For the applicant, Nanjing Ocean (BVI): Appleby associate Jonathan Ward

For the respondent, Chunhe Gao: Conyers Dill & Pearman partner Richard Evans and associate Rosalind Nicholson

Black Swan freezing injunction

May 2013

Eastern Caribbean Supreme Court

The court granted a Black Swan freezing injunction in support of a foreign claim in which part of the relief abroad was sought derivatively. The case is believed to be the first example in the BVI of the Black Swan jurisdiction being used to support a foreign derivative action.

For the applicant: Harneys partner Andrew Thorp and senior associate Claire Robey

In the Estate of Liao Yo-Chang

Judgment: 2 July 2013

BVI High Court, Mr Justice Ellis

The court was asked to decide who should be appointed as administrator of Liao Yo-Chang’s estate, a Taiwanese businessman who died intestate in 2010. Liao founded the Loyal Group, a major polystyrene producer. The majority shareholder of one of the Loyal subsidiaries was a BVI incorporated company.

Liao’s widow Liao Hwang Hsaing was appointed as administrator of the estate, conditional on her waiver of her spousal entitlement under Taiwanese law.

The case is the first written judgment in the BVI dealing with an application for a limited grant ad colligenda bona.

For the claimant and first defendant to the counterclaim, Liao Hwang Hsaing, and second defendant to the counterclaim, Liao Wen Toh: O’Neal Webster partner Paul Webster QC and senior associate Nadine Whyte

For the defendant and counterclaimant, Liao Chen Toh: Harneys partner Ian Mann; Maitland Chambers’ Jonathan Russen QC

Cayman Islands

In the matter of Arcapita Investment Holdings

31 May 2013

Grand Court of the Cayman Islands

In 2012 Arcapita Investment Holdings Limited (AIHL), a subsidiary of Arcapita Bank, simultaneously sought relief pursuant to Ch.11 of the US Bankruptcy Code and ancillary relief in the Cayman Islands through the appointment of provisional liquidators to monitor and oversee AIHL during the restructuring process.

In May an order was obtained from the Grand Court that recognises the restructuring plan confirmed by the US Bankruptcy Court. The Cayman order requires the remittal of AIHL’s assets to the US to be distributed.

The order supports the power to give assistance to foreign insolvency proceedings following the UK Supreme Court’s judgment in Rubin v Eurofinance. It is also the first time the remission of assets to the US has been ordered in the context of a provisional liquidation of a company incorporated in Cayman.

For Arcapita Investment Holdings: Mourant Ozannes partners Simon Dickson and Peter Hayden, managing associate Nicholas Fox and associates Alexandra Bethell and Fleur O’Driscoll; Linklaters partner Richard Good; Gibson Dunn & Crutcher team led by partner Michael Rosenthal and Craig Millet

For the joint provisional liquidators: Campbells partner Guy Manning and Ross McDonough and senior associates Mark Goodman and Callum McNeil; Sidley Austin partners Patrick Corr, Benjamin Klinger and Alex Rovira

For the committee of unsecured creditors: Walkers partners Neil Lupton and Ramesh Maharaj, senior counsel Barnaby Gowrie and associate Tracey Touhey; Milbank Tweed Hadley & McCloy partners Dennis Dunne, Abhilash Raval and Evan Fleck

Crawford Adjusters & Ors v Sagicor General Insurance (Cayman) Ltd & Anor

13 June 2013

Privy Council, Lord Neuberger, Lady Hale, Lord Kerr, Lord Wilson, Lord Sumption

In a dispute over the reconstruction of a residential property development in Cayman following hurricane Ivan in 2004 Sagicor sued a property development company for deceit and conspiracy. The Grand Court found Sagicor had not abused process and was not liable for malicious prosecution. The Cayman Court of Appeal agreed.

The Privy Council, by a majority of 3:2, overturned the long-established rule that the tort of malicious prosecution did not apply to civil cases (other than in a small number of anomalous situations) in favour of restoring a tort of general application.

They also confirmed and clarified the existing law in relation to the scope of the tort of abuse of process.

 For the appellants, Crawford Adjusters & Ors: Hampson & Co partner Graham Hampson; 9 Stone Buildings’ Isaac Jacob and Conn MacEvilly

For the respondents, Sagicor General Insurance: Walkers partner Nicholas Dunne; Michael Roberts, sole practising barrister; Edwin Coe as London agents

Isle of Man

Mobile Telesystems v Altimo and Nomihold Securities

29 June 2013

High Court, London

The Isle of Man subsidiaries of Russian telecom company Mobile Telesystems (MTS) reached a $150m settlement with Alfa Telecoms subsidiary Altimo and Nomihold Securities over the disputed purchase of Kyrgyz mobile company Bitel.

MTS paid $150m in 2005 for a 51 per cent stake in Bitel. It issued a claim for fraudulent misappropriation, saying it was never able to take control of the company after Kyrgyz authorities seized control of Bitel offices.

The case settled four weeks into trial after eight years of litigation.

For the claimants Mobile Telesystems: Appleby partner Christopher Cope and counsel Caren Hyde; Squire Sanders partner Carol Welu; Essex Court Chambers’ Graham Dunning QC and James Willan and Serle Court Chambers’ Nicholas Harrison

For the defendants Altimo and Nomihold Securities: Cains director Robert Colquitt; Hogan Lovells associate Edward Hickman; 3 Verulam Buildings’ Stephen Phillips QC and David Head