Lovells' capital markets and structured finance practice in Tokyo have recently advised on and documented a multi-jurisdictional JPY4.1 billion share placement and convertible debentures acquisition for Deercrest LLC, a large international investment company.
This deal, completed across three different jurisdictions, in just under four weeks, was complicated by the twin offering structure, involving the issue of Shimura's listed shares in compliance with the rules of the Tokyo Stock Exchange and Japanese law and the structure for the issue of the convertible debentures which was governed by English and New York law. Partner Tim Lester led the Lovells team, assisted by Neil Kurzon and Damian Walsh.
The shares and the convertible debentures were issued by Shimura Kako Company Ltd, a Japanese company listed on the Tokyo, Osaka and Nagoya Stock Exchanges and acquired by Deercrest LLC. Shimura Kako Company Ltd.'s main business is nickel trading, but it has recently diversified into new areas including real estate, the manufacture of nano-sized nickel particles for various IT applications and other early-stage ventures.
Tim Lester said:
"This transaction was closed in a very short timescale and in a number of different jurisdictions simultaneously. The transaction demonstrates the continuing interest of foreign investors in promising segments of the Japanese economy using, in particular, convertible instruments as a preferred investment tool."