Cayman Islands: Corporate And Commercial: Representative Transactions

Last Updated: 9 October 2008

INFRASTRUCTURE

Merger of KKR Business

Ogier advised on the merger of the Euronext listed, Guernsey fund, KKR Private Equity Investors ("KPE"), with Kohlberg Kravis Roberts. The merged firm will be listed on the NYSE. The sale, which is conditional upon KPE unit holder and regulatory approvals, will combine the assets of KPE with the asset management business of Kohlberg Kravis Roberts & Co.

Acquisition of Gas Valpo in Chile

Ogier in Jersey and Cayman advised Challenger Financial Services Group and its other consortium members on the acquisition of the Gas Valpo business in Chile for a consideration of $100 million. The deal involved some complicated structuring using Cayman unit trusts and Jersey and Cayman companies in the acquisition structure. Gas Valpo is a Chile based gas pipeline business.

Southern Water

Ogier advised Greensands Investments Limited, a Jersey-domiciled bid vehicle capitalised by a consortium led by JP Morgan Asset Management and Australia's Challenger Infrastructure Fund, on its successful bid for Southern Water. The consortium, which also comprises UBS, Hermes and Access Capital Partners, paid £1.3 billion for Southern Water and assumed £2.9 billion worth of debt.

Basic Element

Ogier acted for Basic Element in its first major investment in a foreign infrastructure development company. Basic Element acquired a 30% stake in STRABAG SE (Vienna), a leading European company renowned for its road and tunnel construction.

FINANCIAL SERVICES

Fulcrum Group and Butterfield Fund Services

Ogier advised, in conjunction with Travers Smith, on the merger of two leading fund administration firms to create a major global force in the fund administration industry. Fulcrum Group, backed by global private equity firm, 3i, and Butterfield Fund Services, has agreed to merge the two businesses to create Butterfield Fulcrum Group. The new entity will have approximately 400 employees across ten financial centres, with close to US$ 100 billion of assets under administration.

BNP Paribas

Ogier acted as Guernsey and Jersey legal advisers to RBSI in BNP Paribas's acquisition of RBS International Securities Services (Holdings) Limited, a 70:30 joint venture between The Royal Bank of Scotland International and The Bank of New York.

Langtry Trust Company (Channel Islands) Limited

Ogier acted as Jersey legal adviser on the sale of Langtry Trust Company (Channel Islands) Limited by Lillie Management Services Limited to IFG Trust (Jersey) Limited IVG Asticus

Ogier advised IVG Asticus on Guernsey law matters in respect of its acquisition, through a Guernsey unit trust, of significant commercial property sites in London. Each purchase was in excess of £100 million. Purchases include the acquisition of the recently completed Swiss Re Building, the prestigious London landmark, commonly known as "the Gherkin".

AIG Europe

Ogier advised on Jersey law aspects of an intra-group reorganisation including an insurance business transfer scheme under which the insurance policies written by New Hampshire's UK branch were transferred to Landmark Insurance Company Limited.

RETAIL AND SERVICES

Welcome Break Holdings

Ogier Jersey advised Challenger Financial Services Group and its other consortium members on the acquisition of Welcome Break, the motorway services business, for a consideration of £500 million. The deal involved an acquisition structure using Jersey companies and Ogier Corporate Finance also listed 2 sets of Eurobonds on the Channel Islands Stock Exchange as part of the structuring of the transaction.

Sale of C.I. Traders

Ogier acted for C.I. Traders Limited on the completion of the sale of the company by way of a court-approved scheme of arrangement, which is believed to be the first use of a scheme of arrangement for the takeover of a Jersey trading company.

Purchase of Hard Rock International

Ogier acted for Seminole Tribe of Florida on the Jersey law aspects of the purchase of Hard Rock International from the Rank Group for US$965 million.

Heineken Acquisition of Scottish & Newcastle

Ogier advised Sunrise Acquisitions Limited, a Jersey-domiciled bid vehicle capitalised by a consortium led by Heineken of the Netherlands and Carlsberg of Denmark, on its recommended cash offer for brewer Scottish & Newcastle (S&N). The 800 pence per share offer equates to £7.8bn (Euro 10.5bn, $15.5bn) for shareholders of the Scottish-based brewer, which makes brands including Kronenbourg 1664 and Fosters.

AA/Saga Merger

Ogier acted as legal adviser on the Guernsey aspects of the merger of the motoring group, the AA, and Saga, the over-50s organisation, in a deal valued at £6.15bn. The merger created a company with more than 11,000 employees.

Marriott Hotels

Ogier advised Royal Bank of Scotland plc on matters of BVI law in connection with the disposal of Fawkes Investments Limited, a holding company of a portfolio of forty-seven Marriott branded four star hotels in the UK, to an Israeli consortium led by Delek Real Estate for £951.4 million.

TELECOMS/IP/MEDIA

United Business Media Limited

Ogier acted for United Business Media Limited in relation to the redomiciliation of its tax residence from England to the Republic of Ireland. United Business Media Plc entered into an English law scheme of arrangement whereby its shareholders exchanged their shares for an equivalent number of shares in a newly incorporated Jersey entity. After the scheme of arrangement was effective and Jerseyco's shares were re-listed on the LSE, Jerseyco underwent a Jersey law capital reduction.

E Oliver Capital Group LLC

Ogier advised E Oliver Capital Group LLC on matters of BVI law in respect of its acquisition of 50% of the issued share capital of SCBF Limited for US$20 million from The JEF Partnership and BVCT Partners LP (which are entities associated with Henry Jarecki). SCBF Limited is the parent company of the current supplier of the BVI mobile telephone services Caribbean Cellular Telephone Limited.

This transaction is the first transaction in this sector following the enactment of the BVI Telecommunications Act 2006.

INEOS Holdings Limited

Ogier acted for INEOS Holdings Limited in connection with the Jersey law aspects of demerging the Electrochemical Technology Business from the INEOS Enterprises Group and amalgamating the remaining Enterprises Group to assist with future financing of the companies.

LISTINGS

Northern European Properties Limited IPO

Ogier advised Northern European Properties Limited on its admission to trading on AIM and on Euronext, Amsterdam. Northern European Properties owns a €1.8billion property portfolio located in the Nordic region and Lithuania, which was created and managed by London & Regional Group.

Arawak Energy Limited

Ogier Jersey advised Arawak Energy Limited on its continuation from Anguilla, British West Indies to Jersey, and on the company's subsequent listing of its common shares on the Official List of the London Stock Exchange. Ogier also advised the company in connection with the implementation of its employee share plans.

Randgold Resources

Ogier acted for Randgold Resources Limited in relation to a global offering of 6,000,000 new ordinary shares in the form of ordinary shares or American Depository Shares which raised approximately US$240 million. Randgold Resources' ordinary shares are listed on the London Stock Exchange and its American Depository Shares are listed on the Nasdaq Global Select Market.

NATURAL RESOURCES/ENERGY

RUSAL Limited

Ogier acted as Jersey legal adviser on the merger between RUSAL Limited, Sual International Limited and the alumina assets of Glencore International AG which will create the world's largest aluminium corporation with an approximate market value of US$30 billion. On an ongoing basis, Ogier acts for the new merged entity, United Company RUSAL Limited.

United Utilities Electricity

Ogier provided legal and administrative services to a Jersey-domiciled bid vehicle capitalized by a consortium led by JP Morgan Asset Management and Australia's Colonial First State Asset Management on its successful bid for the UK's United Utilities Electricity Limited.

Shell

Ogier Jersey and Guernsey advised Shell on the sale of its Channel Islands Fuel Supply business to Rubis, a French oil and gas storage distributions company.

The deal involved the sale of a network of 27 retail service stations, commercial fuels and heating oil operations and associated services in both islands. The acquisition, at just under £20 million, was completed following the approval of the Jersey Competition Regulatory Authority.

MISCELLANEOUS

The UK Balanced Property Trust Limited

Ogier advised on the acquisition of The UK Balanced Property Trust Limited's entire property portfolio valued at £417.5 million, by means of a purchase of all of the company's subsidiaries.

Takeover of Domestic & General Group plc

Ogier advised AIDG Jersey Acquisitions Limited, a company formed at the direction of Advent International plc on behalf of funds managed by Advent International Corporation, on the Jersey law aspects of its public offer for Domestic & General Group plc using a Jersey corporate holding structure for the acquisition vehicle.

Index Ventures IV

Ogier advised in relation to a private equity limited partnership parallel structure raising €350 million, investing primarily in IT and healthcare companies in Europe and Israel.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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