Welcome to the latest edition of our Quarterly Corporate Update covering recent developments in the British Virgin Islands.
Following the flurry of legislative amendments in the latter half of 2022 and Q1 2023, Q2 has been relatively quiet in terms of new legislation. Not so, however, on the BVI transactional front, with our corporate team advising on some of the most notable transactions in the jurisdiction.
Among the highlights, partner Cora Miller and counsel Nicholas Kuria advised The Flexi Group Holdings Ltd., the largest flexible workspace operators in Asia, on its merger with TG Venture Acquisition Corp. (NASDAQ: TGVC and TGVCW), a special purpose acquisition company sponsored by Tsangs Group. Formed as a result of the merger of three existing businesses, The Flexi Group has a combined 25 years of experience designing, building and operating flexible workspaces in Asia and Australia. They are one of the region’s largest flexible workspace operators with 45 locations in 12 cities and 9 countries, namely Australia, Singapore, Malaysia, Hong Kong, Thailand, Philippines, Taiwan, Vietnam and Japan.
In addition, a team of Conyers attorneys led by partners Robert Briant and Richard Evans acted as BVI counsel to the joint provisional liquidators of All Year Holdings Limited, a holding company focused on the development, construction, acquisition, leasing and management of residential and commercial income producing properties in New York, in relation to its restructuring and provisional liquidation. With assets valued at over $1 billion and secured and unsecured debt of $1.6 billion, the restructuring involved a BVI court approved plan of arrangement resulting in a squeeze out merger of existing shareholders in exchange for the shareholders of the purchaser.
Partner Robert Briant also provided BVI legal advice to NASDAQ-listed Baker Hughes Company in connection with its acquisition of AccessESP Holdings Limited, a BVI company. AccessESP is a leading provider of advanced technologies for artificial lift solutions, transforming oil and gas operations by reducing costs and downtime for operators.
Last but not least, partners Robert Briant and Richard Evans acted as BVI counsel to BTG Pactual in connection with its acquisition of 39% of the shares of Eucatex SA Industria e Comercio, a Brazil-based company primarily engaged in the manufacture of wooden panels and paints. With Eucatex in liquidation, the BVI legal analysis required both corporate and litigation restructuring advice to ensure proper title to the shares was obtained by BTG. Conyers worked alongside Brazilian law firm Pinheiro Neto.
Our attorneys and corporate managers continued throughout Q2 to produce thought leadership articles covering a range of pivotal issues and developments impacting offshore entities and the BVI. These include articles discussing the recently published form of financial annual return, changes to economic substance filing for holding businesses, continuation of companies into and out of the BVI, our tried and tested methods for simplifying KYC requirements and the CDD experience, and the British Virgin Islands chapter of the ICLG’s 2023 Guide to Aviation Finance & Leasing.
We are pleased to confirm the promotions of corporate and finance lawyer Rachael Pape and litigator Matthew Brown to partnership in the BVI office. Our congratulations go out to Rachael and Matthew on their well-deserved appointments.
To help provide an overview of the BVI market, every quarter we provide information on the numbers of new BVI incorporations, total active BVI entities and registered investment funds. We hope they help provide a snapshot of the BVI market.
*Figures for 2023 are as at 31 March 2023
For more information please connect with your usual Conyers contact or one of the team members listed below.