legal services natural resources - ogierhigh profile groups relocate from other countries to bvi,...
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Legal ServicesNatural Resources
They gave usgood qualityadvice andhelped us to geta good outcomefor the client.International law firm
ContentsWho we are 3Why go offshore? 4Choice of location 5Services for mining andnatural resources clients 6Holding companies 8Moving business operationsto Jersey and Guernsey 9Contact us 10
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Who we areOur partner led team of first classlawyers is commercially mindedand client-focused.
Personal, responsive and bespoke,Ogier’s advice to internationalmining and other natural resourceclients includes setting up bothprivate holding structures andpublic listed vehicles.
We provide legal advice on BVI,Cayman, Guernsey, Jersey andLuxembourg law. We operate innine jurisdictions in key financialcentres and have a presence in theBVI, Cayman, Guernsey, HongKong, Jersey, London, Luxembourg,Shanghai and Tokyo.
They wereresponsive, they metthe timetable, theyflagged issues tous and overall theyworked as anintegral part of thetransaction.Leading Londonlaw firm.
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Why go offshore?Through our global network weassist clients to establish and useholding, operating and investmentvehicles in the jurisdiction best suitedto their objectives.
Reasons for using an offshorecompany include:
Zero corporation tax, no capitalgains tax and no capital transfertax (or structuring to permitequivalent effect in Luxembourg)No withholding tax on dividends,interest and royaltiesCorporate laws are based on theequivalent English law (otherthan Luxembourg), which isfamiliar to investors round theworld, but benefit fromadditional business focusedinnovations and operationalflexibilityPolitically stable jurisdictionswith a global reputation as firstclass international financialcentres and a proven trackrecord of attracting investmentfrom around the worldHighly developed and trustedcourt systems based on Englishcommon law principles (otherthan Luxembourg)Although likely to besubstantially compliant instandard form, the company’sconstitutional documents can bedrafted to accommodate anyspecific requirements of therelevant listing rules
The shares of Guernsey andJersey companies can be tradeddirectly through CREST in the UK.BVI and Cayman companyshares are freely traded viadepositary interestsBVI, Cayman, Jersey, Guernseyand Luxembourg companies caneach hold shares in treasurywhich can facilitate employeebenefit schemesBVI, Cayman, Guernsey andJersey companies have theability to distribute from a widerange of sources not justdistributable reserves. This maybe an advantage over othercompanies seeking to maintain aconsistent dividend policy,including Hong Kong publiccompanies which need to havequalifying profits and satisfyadditional capital maintenancerequirements in order to make adistribution.
They were veryresponsive and verythorough, and theyhave a good deepbench. However, Ithink that above alltheir responsivenessreally marked themout when comparedwith thecompetition.Major investmentadviser
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Choice of locationBVI, Cayman, Guernsey, Jerseyand Luxembourg are mature,sophisticated internationalfinancial service centres.
They offer clients excellentprofessional infrastructures ineconomic and politically stableenvironments and are supportiveof natural resources businesses.
Each of our jurisdictions, BVI,Cayman, Guernsey, Jersey andLuxembourg, offer:
Economic and political stabilityFlexible, independently endorsedregulatory and legal frameworkTax neutral location (orstructuring to achieve equivalenteffect in the case ofLuxembourg)Mature, well respected legalsystemTrack record of product andservice innovationSkilled and responsive workforceAvailability and choice of otherservice providers: administrators,auditors, bankers, custodiansand asset managers
Luxembourg is a qualifyingcentre of excellence for carboninvestment vehiclesOur Hong Kong office providestimely BVI, Cayman, Guernseyand Jersey advice in the Asiantime zoneOur Guernsey and Jersey officesprovide BVI legal advice in theEuropean time zone.
We work closely with serviceproviders in Mauritius to providean integrated Ogier led service forclients.
Ogier is the onlyoffshore firm inthe top 10 legaladvisers to 2014European IPOsExperia
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Services for mining andnatural resources clients
We have extensive experienceassisting mining and naturalresources clients to establish andutilise holding, operating andinvestment vehicles in thejurisdiction best suited to theircurrent and future objectives.
We have assisted a number ofhigh profile groups relocate fromother countries to BVI, Cayman,Guernsey, Jersey and Luxembourg.
Our services include:Pre-IPO planningIPO / fund raisingCashbox structuresSpecial purpose acquisitioncompanies (SPACs)RedomiciliationMigrationMining and natural resourcesfundsPrivate client and trust advice
IPO / fund raisingOgier works with internationallawfirms and advisers and listingcompanies on the Main List andAIM in London, as well as marketsaround the world including NewYork, Toronto, Moscow, Paris andHong Kong.
We have also been involved innumerous fund raisings forresources companies and provide‘cashbox’ structures for UK plcsraising funds in the secondarycapital markets.
Jurisdictions such as the BVI,Cayman, Guernsey and Jersey arefrequently chosen as thejurisdiction of domicile for SpecialPurpose Acquisition Companies(SPACs). A SPAC raises moneythrough an IPO with the intentionof identifying and acquiring abusiness within a specified period(usually a period of up to 24months from the IPO).
SPACs provide investors with theopportunity of investing in privateequity type transactions, whileoffering listed companytransparency and disclosure aswell as the liquidity benefits of theshares being freely tradable on theopen market.
Ogier’s funds teamwon the largestnumber of newfund mandatesduring 2014Monterey Insight2014
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Nathan PowellGlobal Head of CorporateHong Kong
He is accommodating and can appreciate the clients’ commercial goal and come up with sensible and satisfying solutions. He is very good at providing solutions to complex issues.Chambers Asia-Pacific, 2019
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Holding companiesCompanies in all our jurisdictions areregularly used as acquisition vehiclesaround the world and can hold anytype of asset.
They are flexible and permitstructuring to meet clients’ needsand international banks arefamiliar and comfortable withlending to such companies.
Jersey, Guernsey, BVI, Cayman andLuxembourg have been thejurisdictions of choice for anumber of high profile groupsrelocating from other countriesover the last few years.
RedomicilingThe redomiciling process involvesplacing a new offshore companyabove the existing listed holdingcompany, typically using a schemeof arrangement or similar in thecurrent jurisdiction ofincorporation. Shareholders of theexisting company receive shares inthe new company. For a listedcompany the shares of the newcompany are admitted to tradingon the relevant exchange and thelisting of the existing company iscancelled. Relocation may occuras part of a pre IPO or otherstructuring exercise for an unlistedcompany as well.
The company will not pay tax inBVI, Cayman, Guernsey or Jerseyand there are no capital gains orstamp duty taxes on sharetransfers in any of thesejurisdictions. Structuring inLuxembourg can be used tosignificantly mitigate local taxesdown to zero or nearly zero.
MigrationIt is also possible to migratecompanies to and from each ofBVI, Cayman, Guernsey, Jersey andLuxembourg without courtapproval. The relevant lawsconfirm that the companycontinues (with assets andliabilities intact) in the newjurisdiction. This can be a usefulpre-IPO restructuring tool if it ispreferred not to insert a newholding company.
They are friendly,plain speaking,pragmaticindividuals, and theywere there when weneeded them.Leading mininginvestor
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Moving business operationsto Jersey and GuernseyIt is increasingly important todemonstrate proper substancein the jurisdiction wheremanagement occurs.
We have assisted multiple naturalresources companies with theirrelocations.
Jersey and Guernsey haswelcomed many new businesses inrecent years including mining andoil companies and fund managers,all of whom have been keen totake advantage of both thebusiness friendly environment andthe quality of lifestyle on offer.
Jersey and Guernsey have all theinfrastructure and expertise mostbusinesses require with officespace both available and underconstruction. Back office functions- IT, banking, compliance andaccounting - all readily available.
International businesses with adiverse geographical asset baseand traditional London basedcompanies are realising that forboth business owners andmanagement it makes sense torelocate to a more attractive taxneutral jurisdiction, particularly asa company is heading towardsprofitability. Jersey and Guernseylaw does not prohibit foreignemployees and owners frommoving to and working in theislands or businesses setting up inJersey or Guernsey.
We have helped the followingcompanies relocate to Jersey:
Randgold ResourcesConsolidated MineralsCentaminStrada Energy
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Contact us
British Virgin Islands
Ray WearmouthPartnerT +1 284 852 7364M +1 284 542 [email protected]
Cayman Islands
Bradley KrugerPartnerT +1 345 815 1877M +1 345 516 [email protected]
David McIntyreCounselT +1 (345) 815 1804M +1 (345) 325 [email protected]
Hong Kong
Nathan PowellGlobal Head of CorporateT +852 3656 6054M +852 6716 [email protected]
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Jersey
Simon DinningPartnerT +44 1534 514251M +44 7797 [email protected]
Raulin AmyPartnerT +44 1534 514239M +44 7797 [email protected]
Japan
Skip HashimotoManaging DirectorT +81 3 6402 [email protected]
Ogier provides practical advice on British Virgin Islands,Cayman Islands, Guernsey, Jersey and Luxembourg lawthrough our global network of offices. Ours is the only firmto advise on these five laws. We regularly win awards forthe quality of our client service, our work and our people.Ogier Global is Ogier’s corporate administration business.Ogier Global (BVI) Limited and its subsidiaries are licensedand regulated by the British Virgin Islands Financial ServicesCommission. Ogier Global (Cayman) Limited and itssubsidiaries are regulated by the Cayman Islands MonetaryAuthority. Ogier Global (Guernsey) Limited and itssubsidiaries are licensed and regulated by the GuernseyFinancial Services Commission. Registration no 63501.Ogier Global (Jersey) Limited and its subsidiaries areregulated by the Jersey Financial Services Commission.Regulatory information can be found at ogier.com
ogier.com
Contacts
British Virgin IslandsRitter HouseWickhams Cay IIPO Box 3170Road Town, TortolaBritish Virgin Islands VG1110T +1 284 852 7300F +1 284 852 7450E [email protected]
Cayman Islands89 Nexus WayCamana BayGrand CaymanCayman Islands KY1-9009T +1 345 949 9876F +1 345 949 9877E [email protected]
GuernseyRedwood HouseSt Julian's AvenueSt Peter PortGuernsey GY1 1WAT +44 1481 721672F+44 1481 721575E [email protected]
Hong Kong11th Floor Central Tower28 Queen's Road CentralCentralHong KongT +852 3656 6000F +852 3656 6001E [email protected]
Jersey44 EsplanadeSt HelierJersey JE4 9WGChannel IslandsT +44 1534 514000F +44 1534 514444E [email protected]
London1st Floor99 BishopsgateLondon EC2M 3XDT +44 203 693 7178F +44 1534 514444E [email protected]
Luxembourg2-4 rue Eugène RuppertPO Box 2078L-1020 LuxembourgT +352 2712 2000F +352 2712 2001E [email protected]
ShanghaiRoom 3671Level 36 Shanghai InternationalFinance Centre Tower IINo. 8 Century AvenuePudong New AreaShanghai 200120ChinaT +86 21 6062 6294E [email protected]
TokyoNisso 23 BuildingSuite 801Toranomon 3-8-25, Minato-kuTokyo 105-0001JapanT +81 3 6430 9500F +81 3 6430 9501E [email protected]