ENSafrica launches ENSafrica intelligENS
ENSafrica, Africa�s largest law firm, has just launched �ENSafrica intelligENS�. ENSafrica intelligENS is a specialist division within the firm, which has been established to provide clients with products and services that are powered by cutting-edge, digital systems using artificial intelligence. This new offering enables clients to conduct sophisticated analyses of information, which is particularly useful when there is a requirement to process large volumes of data in fast turnaround times.
ENSafrica intelligENS�s capabilities include the:
- collection of information from various platforms and types of storage media or devices, in-house, at clients� premises or remote premises
- filtering and classification of information, deleting irrelevant information, extracting key threads and cataloguing information to ensure relevant material can be found quickly
- analysis of information to determine relevant trends, associations, patterns and to find the specific information required for a variety of business purposes.
Whether for purposes of due diligence, e-discovery, cyber security, governance, digital forensics, research or otherwise, ENSafrica intelligENS is able to bring a new level of speed and accuracy to data interrogation and cataloguing. As the tools and systems that ENSafrica intelligENS uses are deployed in-house, no outsourcing is required. This provides the benefit to clients of unique, time-cost efficiencies, which are underpinned and guaranteed by highly experienced law, digital forensics, e-discovery and risk-management experts.
ENSafrica intelligENS offers these new products and services across Africa, supported by the firm�s offices in Southern, East and West Africa and Mauritius.
MinterEllison advises Vitalharvest on $185 million ASX listing
MinterEllison has advised Vitalharvest on the A$185 million IPO of the Vitalharvest Freehold Trust on the ASX. The Vitalharvest Freehold Trust (ASX:VTH) owns one of Australia's largest aggregations of citrus and berry farms, which are split over approximately 3,700 hectares and 130 property titles located across New South Wales, Tasmania and South Australia.
Vitalharvest's properties have been independently valued at $238.4 million by CBRE and are leased to wholly owned subsidiaries of the ASX-listed Costa Group (ASX:CGC). Costa Group is Australia's leading grower, packer and marketer of premium quality fruit and vegetables.
"The Vitalharvest listing involved a large inter-office team with lawyers from our Melbourne, Sydney, Adelaide, Hong Kong, London and New Zealand offices involved," said Bart Oude-Vrielink, MinterEllison's lead Partner. "This IPO is unique in many ways. It represents the first standalone agricultural REIT of major citrus and berries properties across a number of Australian states which is listed on the ASX."
"Vitalharvest is well positioned to service a demand for increased food productivity and quality Australian produce, and we look forward to supporting them on their journey."
The MinterEllison team, which drew upon industry and local expertise from the Melbourne, Sydney, Adelaide, Hong Kong, London and New Zealand offices, was led by Bart Oude-Vrielink (Partner) with corporate support from David Schiavello (Partner), Geraldine Williams (Special Counsel), Steven Wang (Senior Associate), Michael Watts (Senior Associate), Elissa Young (Lawyer), Isobel Conroy-Ryan (Lawyer), Anna Stephenson (Lawyer), Philippa Symon (Lawyer), Stefan Vujacic (Graduate), Chris Grant (Graduate) and Kristy Turner (Graduate). Additional support was provided by Geoff Earl (Partner) on finance, John Riley (Partner) and James Hamblin (Special Counsel) on stamp duty and Andrew Wright (Special Counsel) on property matters.
Deacons advises on GEM IPO of Kinetix Systems Holdings Limited
Deacons advised the sole sponsor Cinda International Capital Limited and underwriters in relation to the GEM IPO of Kinetix Systems Holdings Limited.
Kinetix Systems is a well-established IT services provider with business portfolio including the provision of IT infrastructure solutions services, IT development solutions services, and IT maintenance and support services in Hong Kong.
Kinetix Systems published its IPO prospectus on 30 June 2018, seeking to raise up to HK60 million (subject to the exercise of offer size adjustment option). Dealings in its shares on the GEM of the Hong Kong Stock Exchange are expected to commence on 16 July 2018.
The Deacons team is led by Kelvan Cheung, Partner of our Corporate Finance Practice Group
TSMP acts for Allianz Real Estate in Beijing property deal
TSMP advised Allianz Real Estate in its approx. US$190 million all-cash purchase of 98 per cent of the ZLink office tower in Beijing.
The property investment arm of Germany's Allianz SE expects China to account for up to half of its Asia-Pacific fund allocation going forward from 40 per cent now, with focus on the new economy and logistics sectors.
Allianz Real Estate is just one of many foreign investment firms betting on growth in the commercial property markets of China's top-tier cities, driven by high demand from small start-ups to large corporates. The firm bought 98 per cent of the Beijing office tower - dubbed ZLink and valued at US$185 million to US$195 million (S$250 million to S$264 million) - in an all-cash deal from private equity firm KaiLong Group and Goldman Sachs Group.
Allianz Real Estate is on track to meet its China portfolio growth target of over £1 billion (S$1.6 billion) at the end of this year, from around £800 million to £900 million at present. TSMP worked with DLA Piper Hong Kong.
FBC represented J.P. Morgan and Bank of America as Joint Book-Running Managers in the private offering by Wix.com Ltd. (Nasdaq: WIX) of $442.8 million of 0% Convertible Senior Notes due 2023 (including the exercise in full of an over-allotment option granted to the initial purchasers). The notes were offered in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.
In connection with the pricing of the notes and the exercise of the over-allotment option, the company entered into privately negotiated capped call transactions with certain of the initial purchasers (or their affiliates). The purpose of the capped call transactions is generally to reduce the potential dilution to the company's ordinary shares upon any conversion of the Convertible Notes and/or offset any cash payments the company is required to make in excess of the principal amount upon conversion of the Convertible Notes in the event that the market price per share of the company's ordinary shares is greater than the strike price of the capped call transactions.
Asters has successfully defended the interests of JSC CB PrivatBank, the largest bank in Ukraine by assets, before the Cassation Commercial Court within the Supreme Court of Ukraine in disputes with LLC Agroterminal Logistic and PJSC Pivdenmedbiosintez Design and Search Institute. The disputes concerned the demands of PrivatBank's property guarantors to terminate mortgage contracts worth UAH 5.72 billion.
On the basis of the legal position prepared by Asters lawyers and due to the effective representation by Asters attorneys, the Supreme Court's panel of judges confirmed the reasonableness of PrivatBank's arguments and cancelled previous decisions of lower courts on termination of the mortgage contracts. Within this case, Asters team enlisted support from experts of the National Academy of Legal Sciences of Ukraine.
Asters' team working on the project consisted of Partner Andriy Pozhidayev and Counsel Oleg Lazovsky.
"Asters provides legal representation of PrivatBank in the most complex lawsuits related to acquisition by the State of ownership rights to PrivatBank's shares. A positive result has been achieved for our bank thanks to the highly qualified actions of Asters lawyers," says Yaroslav Matuzka, Head of Legal at JSC CB PrivatBank.
In 2018 Asters significantly strengthened the Firm's expertise in Dispute Resolution. In particular, in January 2018 Andriy Pozhidayev rejoined Asters' team as partner. Prior to that for 4 years Andriy had been heading the Department of Debt Restructuring and Collection at JSC Oschadbank. Also Oleg Lazovsky joined Asters as counsel. He has more than 15 years of experience in the banking sector, including as head of legal department and head of debt collection.
Shepherd and Wedderburn reports record revenue and profits on its 250th anniversary
Shepherd and Wedderburn has reported record revenues and profits on the day it celebrates its 250th anniversary. The firm's revenues rose 6% to GBP53.5 million in its financial year to 30 April 2018, and profits before partner distributions increased 10% to GBP22 million over the same period.
Shepherd and Wedderburn's financial performance is the result of sustained investment in client services, including artificial intelligence and document automation products; growing international activity (Shepherd and Wedderburn is currently advising clients in more than 100 jurisdictions); a record year for the firm's London office; and strong demand across its sector and practice groups.
Shepherd and Wedderburn, which has offices in Edinburgh, Glasgow, Aberdeen and London, currently comprises 78 partners, 190 other lawyers and professional advisers, and 189 support staff.
Stephen Gibb, Chief Executive of Shepherd and Wedderburn, said: "This has been a busy year for our lawyers and our clients, and we are pleased to report record income and profits. "Despite uncertainty over the outcome of Brexit negotiations and global macroeconomic trends, our UK and overseas clients have continued to be active, particularly in sectors in which we have market-leading expertise such as clean energy, real estate, construction, food and drink, technology and regulation."
"The fall in the value of sterling following the Brexit vote, coupled with the fact that we have a highly-skilled and educated workforce, highly innovative businesses and world-leading centres of innovation, has meant that Scotland continues to be the second most attractive target for UK inward investment outside London and the south-east of England. As a result, we remain cautiously optimistic about the year ahead."
This year the firm celebrates the 250th anniversary of the founding, by David Stewart on 6 July 1768, of the legal practice that would ultimately become Shepherd and Wedderburn.
Commenting on the firm's 250th anniversary, Stephen added: "As well as celebrating the many milestones we have achieved with our clients, we have our eyes set firmly on the future. We have commissioned The University of Strathclyde's Fraser of Allander Institute to undertake a major research project to help Scottish businesses, organisations and entrepreneurs best position themselves for the years ahead. We will use fresh insights drawn from economic data and long-term global growth forecasts to inform a conversation with our clients and key industry contacts, which will help identify how they and Scotland can mitigate the challenges and seize the opportunities against the backdrop of a rapidly-evolving global economy."
Shoosmiths Advises Holiday Park Developer Coppergreen on Two Major Hotel and Leisure Sites
The corporate team from national law firm Shoosmiths has advised its client Coppergreen, a major UK holiday park developer, on the purchase of two new properties an existing park in Lincolnshire and a brand-new development in Nottinghamshire.
Coppergreen has acquired Kenwick Park Hotel and Spa and Lodge Park, as well as the Clumber Park site in Nottinghamshire, which has planning permission for 129 lodges and a host of other new facilities. The investment has been funded by the UK's most active growth capital investor, BGF, and HSBC, with 10 million and 15.3 million respectively.
Shoosmiths corporate partner James Foster led on the deal, with support from partners Kate Featherstone and Tim McNamara, as well as solicitors Natalie Hager and Parin Galayia. The real estate team also provided assistance via partner Richard Bellamy, senior associate Claire Mayfield-Tulip and solicitors Holly Bennett and Kat Lee.
James said: "This represents a major coup for Coppergreen, doubling the size of its portfolio but, more importantly, securing two great sites that sit well within its portfolio.�
" For us, it's the third major deal in as many months that we have acted on in the hotel and leisure sector and is testament to the great work the team is doing in this space for our clients. This sector is an increasingly important and growing part of the work we do in the corporate team and is really helping to put the team on the map.�
Coppergreen CEO David Copley said: "Kenwick Park and Clumber Park are absolutely perfect sites for our portfolio, which is focused on quality accommodation and beautiful settings. The British holiday market, and those choosing to have staycation, is growing and this will enable us to improve our offering to those who want to explore our beautiful countryside.�
Coppergreen is one of BGF's portfolio companies. This purchase includes the entire issued share capital of Kenwick Park Hotel Limited, Kenwick Estates Limited and Kenwick Woods Limited; and Clumber Park, adjacent to a National Trust country park in Worksop.
Carey advised The Bank of Nova Scotia (BNS) on the acquisition of a majority stake and control of Banco Bilbao Vizcaya Argentaria, Chile (BBVA Chile) for USD2.2 billion from Banco Bilbao Vizcaya Argentaria S.A., and on the mandatory tender offer process for up to 100% of the shares of BBVA Chile in connection thereto.
Through this acquisition, BNS became the owner of approx. 68.23% of BBVA Chile while the Said family holds the remaining 31.62% with a minimum float in the market.
As a consequence, BNS, sole owner of Scotiabank Chile, becomes the third largest bank in the private sector in Chile (considering both Scotiabank Chile and BBVA Chile together), reaching a 14% share in the market, equivalent to USD390 billion.
It was necessary to comply with the provisions of an existing shareholders agreement between BBVA Spain and the Said family, and to obtain various regulatory approvals from the banking authorities in Canada (OSFI) and Chile (SBIF), including the Chilean securities market and insurance regulator (since the transaction also included BBVA's insurance company in Chile) and due to recently enacted merger control regulations, also by the antitrust authority in Chile. A mandatory tender offer (OPA) was also required to be launched in Chile prior to acquiring control of the majority shareholder of BBVA Chile and in parallel, negotiations took place with the Said family to determine whether they wanted to stay in BBVA Chile (and then in Scotiabank Chile after absorbing the latter) or to sell their shares in the OPA.
Beccar Varela advises Banco de la Ciudad de Buenos Aires on guaranteed financing worth US$38 million
Beccar Varela rendered legal advice to Banco de la Ciudad de Buenos Aires, acting as administrative agent and lender; to Banco de Inversion y Comercio Exterior, to Banco de la Provincia de Buenos Aires, to Banco Comafi and to Banco Mariva, as lenders; and to Fiduciaria Internacional Argentina, as guarantee agent, on the granting to Buenos Aires Arena of a secured financing worth approximately US$15 million, for the construction and operation of a multi-purpose indoor arena in Buenos Aires Villa Crespo neighborhood.
The maturity date of Series I notes, denominated in Argentine Pesos, will take place on October 10, 2019, accruing interest at a fixed rate of 25.98% annually. The maturity date of Series II notes, also denominated in Argentine Pesos, will take place on October 10, 2020, accruing interest at a floating rate (Badlar + cut off-margin of 3.69%).
The construction of the arena will provide a catalyst to Villa Crespo's development, attracting consumers to the neighborhood's gastronomic circuit. In addition, it will provide the city with an arena with distinctive characteristics to any other of the same type, with the capacity to host a variety of premium events under international quality standards.
Vouga Abogados advises Copetrol in the largest acquisition in the history of Paraguay
The Corporación Paraguaya Distribuidora de Derivados de Petróleo S.A. (Copetrol) -through a subsidiary of the Copetrol group-, and Petróleo Brasileiro S.A. - through its subsidiary Petrobras International Braspetro BV (Petrobras) -, signed on June 27, 2018 a contract for the transfer of Petrobras's stake in the companies named Petrobras Paraguay, which operate the distribution business of fuels, lubricants and LPG in Paraguay, in an transaction estimated at USD 383,000,000 and that, because of its value and importance, constitutes a true milestone in business at local level.
The legal team was led by partners Luis Rafael Pellerano and Joanna Bonnelly and the firm's work in the second phase of the project included due diligence, revision of the financing agreement and assistance in the negotiation of the security package. The implementation of the second phase, which will lead the project to reach 69 MW of installed power, will prevent 70,000 tons of CO2 from being emitted into the atmosphere annually and will be the largest solar photovoltaic power plant in the Caribbean. Pellerano & Herrera also participated in the first phase of Monte Plata Solar which was inaugurated in Monte Plata in the Dominican Republic in 2016.
This is one of few renewable energy projects that is up and running in the Dominican Republic, and that was welcomed and supported by the Dominican government.
Patterson Belknap Wins Dismissal in Products Liability Case for Healthcare Company
Patterson Belknap scored a win for our client, a Fortune 100 healthcare company, when the court granted a motion to dismiss for lack of personal jurisdiction in a products liability suit related to talcum powder. The New York Supreme Court in Manhattan relied on the U.S. Supreme Court's opinion in Bristol-Myers Squibb Co v. Superior Court of California, San Francisco, 136 S. Ct. 1773 [2017] and held that our client (a New Jersey company) could not be subject to jurisdiction in New York for the Virginia plaintiff's claims arising from her alleged use of our client's talcum powder in Virginia, despite the fact that our client was alleged to have numerous other connections to New York.
This is one of the first times a New York court has reached this outcome since Bristol-Myers was decided.
Haynes and Boone Represents A'GACI in Restructuring
Haynes and Boone, LLP, Partner Ian T. Peck led a team of lawyers representing women's apparel retailer, A'GACI, L.L.C., in the reorganization of its business.
A'GACI filed for Chapter 11 bankruptcy in January and emerged just under seven months later, confirming a plan of reorganization on July 27, 2018. The women's retailer, which was founded in 1971, suffered poor financial performance leading up to the bankruptcy filing. In addition, several of A'GACI's profitable stores in Texas, Florida and Puerto Rico were ravaged by Hurricanes Harvey, Irma and Maria, resulting in the temporary closure of eight stores in Texas, 12 in Florida and four in Puerto Rico.
A'GACI entered the reorganization process to focus on its most profitable stores and online sales, close unprofitable locations, and refinance its senior debt. "A'GACI was able to avoid the fate of many retailers in this cycle that have been forced liquidate their assets or sell their businesses to third parties,� Peck stated. "A'GACI's Chapter 11 has resulted in a true reorganization, with 1,500 employees retaining their jobs and 55 store locations remaining open for business.�
Peck led the Haynes and Boone team representing A'GACI. He was assisted by Partner Paul Amiel and Associates David Staab and Laura Shapiro, among others.
Lowenstein Represents DealCloud in Acquisition by Intapp
Lowenstein Sandler represented client DealCloud in its acquisition by Intapp. DealCloud specializes in CRM and deal management software for investment banking and private equity firms. Intapp is a leading provider of industry solutions for the $2 trillion global professional services industry.
According to the companies' press release, "This acquisition continues Intapp's mission to create a vertical industry platform for the professional services sector. By combining innovative Silicon Valley technology with deep sector expertise, Intapp's platform solves the specialized requirements of the professional and financial services industries in a way that has never been available from traditional horizontal technology providers.�
Further, "DealCloud will strengthen Intapp's financial services presence. Together, Intapp and DealCloud's offerings will provide a comprehensive, cloud-based client life cycle platform that will manage all phases of client relationships throughout the professional and financial services transaction ecosystem.�
