IFLR 1000
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A steady flow of company redomiciliations kept Jersey corporate practitioners busy over the past 12 months. The jurisdiction has become the preferred choice to establish holding companies for listing on the LSE. While principally it is UK firms that are the main ones to move their headquarters to Jersey, practitioners have gradually seen an increasing trend of businesses moving from India, China or Africa.

"They need to have companies that investors are comfortable with, and meet the requirements for listing on the stock exchange," says one practitioner. "Jersey companies are very similar to English companies. They have more flexibility, less complication, zero tax, and they tend to be chosen for the purpose of listed holding companies."

In the capital markets, IPOs were one of the hot topics in Jersey last year with the market seeing a surge in natural resources companies from emerging markets setting up Jersey vehicles to place their IPOs on the LSE or Hong Kong Stock Exchange.

"I think natural resources is a booming area and anything to do with commodities, or oil, metal and gas is very popular for investors," says one lawyer, while another one adds: "Due to the state of the equity capital markets, not all IPOs made it to market, but we expect further IPOs using Jersey holding companies during 2011." There has also been a reasonable amount of debt work over the last year.

On the banking side, there has been an expected continuation of restructuring and refinancing work with the banks still cautious about lending, despite political pressure from the UK's coalition government. The UK commercial property market, an area that Jersey practitioners have a lot of involvement in, is also still depressed. "The reality of new money deals is that they are still relatively flat," says one lawyer. "It's a continuation of restructuring advice, and some enforcement work as well, where banks decide they were actually enforcing their security, and takeover the assets. The restructuring work is still outweighing the new money deals." While another adds: "We see significant activities in refinancing existing loan transactions or existing banks amending and restating existing facilities."

Structured finance lawyers are also predicting restructuring in the field of CMBS: "CMBS is suffering at the moment because they've difficulties refinancing themselves. It's to do with the decline of the property valuation," says one partner.

The merger between Mourant du Feu & Jeune and Ozannes last year has not brought much impact to the island, as most rivals say they do not see any difference between the newly merged firm and the former Mourant du Feu & Jeune. "I'm not sure bringing them together necessarily moves the firm that much," says one. "If you need Jersey advice, the fact that Mourant merged with a Guernsey firm, or a Japanese firm, an Australian firm, or an American firm, it doesn't really mean anything. This is Jersey, isn't it?"

However if nothing else the merger has brought greater manpower and a wider network to a firm (in the form of the former Ozannes), which already possessed a market leading position in key areas of financial and corporate work.

With IPO listings playing an increasingly large role in the market the team found themselves advising on a $1 billion LSE IPO listing of the mining company Vallar, one of London's biggest IPOs in 2010. Another substantial deal saw the team advise on the proposed £500 million -1 billion LSE IPO of Engyco, which would create Europe's first listed independent solar power utility. Partner Jacqueline Richomme worked on the deals and is recognised by the market: "She has always been very well-known and very well recognised," says one rival.

One of the busiest aspects of the firm's practice, in line with the market, has been redomiciliations. Last year Michael Williams headed the team advising AEA technology group on just such a deal as well as on the Jersey law aspects of the group's recent corporate restructuring.

The team has also advised on a number of cash box structures with partners James Hill and Jonathan Walker, leading on most deals. The team has given Jersey advice on the structures, which facilitate fund raisings through share placings, open offers and rights issues to its clients. The deals in total raised $6.25 billion in new equity capital in 2010.

Hill was also involved in another highlight as the firm acted for Heritage Oils on its $1.45 billion disposal of the oil-rich Lake Albert Basin in Uganda to Tullow Oil.

Ogier's market position is backed up by its peers: "I would agree with the tier-one firms, and I don't think many people would disagree with these two firms being in the top tier," says one rival partner.

One of the firm's biggest deals saw a team led by partner Matthew Swan advising on the Islamic Development Bank's $3.5 billion sukuk (Islamic bond) trust certificate issuance programme. The transaction reflects the suitability of Jersey issuers for Islamic transactions finance, and the trust certificates issued under sukuk programme may be listed on the LSE and the Bursa Malaysia.

With cross-border financing transactions playing a big part within the market, the firm's Jersey and Hong Kong partners Chris Byrne and Nathan Powell teamed up to advise on Credit Suisse Singapore branch's refinancing work. This involves a $1.3 billion debt refinancing of two Indonesian entities to be acquired by Jersey company Vallar.

Another highlight also saw a team headed by partner Raulin Amy advising a cash box and convertible bond combined transaction, which was worth approximately £191 million.

In collaboration with the firm's Guernsey office, the market saw the team acting for Waitrose on its acquisition of five supermarkets from the Sandpiper CI group in both islands.

Partner Marc Yates gained specific praise from his peers, "He has won a significant reputation because he has been doing some high-profile transactions work recently. I think he has been around for a long time, and he is very senior," says one, another one agrees: "He's quite well-known."

Clients have been impressed by Bedell Cristin's string of quality work. "The team were very committed to the transactions. They have good technical abilities," says one client, "They're particularly good because they came up with some solutions to some tricky problems and they produced quite quickly, they all had ideas in terms of how to move things forward, which was very positive."

In the M&A market, one of the notable deals saw partners Peter Byrne heading the team acting for RHJ International, a Brussels-based financial holding company, in relation to the completion of a £225 million acquisition of the Kleinwort Benson Group. Elsewhere Byrne was involved in another notable deal when the team acted for the Russian media holding group ProfMedia's acquisition of Rambler Media, an internet operator from Russia.

Newly promoted partner Tim Pearce came in for particular praise: "Tim had a great appetite for moving things forward quickly," says one client, "He's very accessible, even in the holidays, and he's always available to take up our calls."

In terms of the company listing work, the team advised on The Scottish Salmon Company's listing on the Oslo Bors, while Martin Paul advised Max Property Group's share capital admission to the London Aim market and the daily official list of the Channel Islands Stock Exchange.

On the securitisation market, Pearce was again involved in another notable deal when the team acted for the Special Servicer of a £1.45 billion commercial real-estate loan made to the Protractor Group, which is a Jersey company with a limited partnership and unit trusts structure. The team provided legal advice covering security enforcement, insolvency, corporate matters as well as litigation support.

Another highlight saw the team acting for Lloyds TSB Bank in relation to the establishment and launch of a $10 billion asset-backed commercial paper programme.

In order to issue the commercial paper into both the European and the US markets, the team provided full company administration services to the new SPVs (Special Purpose Vehicles), including Argento Variable Funding Company and its Delaware incorporated.

In line with the market, Byrne and Pearce teamed up again to act for Deutsche Postbank on the Jersey aspects of a £570 million debt restructuring, which relates to the financing of Minerva's two on-going developments.

Head partner Alex Ohlsson at Carey Olsen is singled out by his peers and came in for personal praise. "I have very high regard for Alex Ohlsson. He's a good lawyer in a sense he knows the technical regulatory framework but he also gives good commercial advice, clients like him. He's very much plugged into Jersey generally," says one peer, while another one agrees: "Yes, Alex's very well-known, high profile, and generally very well-regarded."

Although well respected, Carey's market share is still considered to be slightly lower than the firms in tier one: "I think Carey Olsen, we do see on a number of deals, certainly less than Mourant and Ogier."

One of the areas which kept the firm busy in 2010 in line with the market was redomiciling. Partner Mike Jeffrey, worked alongside Freshfields Bruckhaus Deringer to advise on plumbing and heating company's Wolseley's migration to Switzerland, this involved replacing the existing parent company with a Jersey incorporated parent company, which now owns shares listed on the LSE's main board.

Among last year's notable M&A deals, the team, again led by Jeffrey, found itself involved in advising Sandpiper CI Group in relation to the UK supermarket chain Waitrose's takeover bid in both Channel Islands from Sandpiper. The other side of the deal was advised by Ogier in both Jersey and Guernsey.

Partner Guy Coltman also advised on West China Cement's listing on the Hong Kong Stock Exchange (HKSE), the first Chinese-owned business to be listed on the HKSE through a Jersey vehicle.

On the securitisation side, the team worked alongside Clifford Chance acting for Bank of Scotland, in relation to the establishment of an asset-backed securitisation MTN programme. The series of notes, worth €250 million, was the first public securitisation of credit card receivables for Bank of Scotland.

Appleby has boosted its Jersey practice this year with the hire of Walkers' local corporate head James Gaudin, who specialises in offshore corporate, finance, and restructuring work.

One of its notable deals last year saw partner Andrew Weaver acting for Blackstone Real Estate Advisers on the £480 million acquisition of the Chiswick Park Unit Trust. The team advised on the Jersey aspects of regulatory and legal issues of the acquisition and also senior and mezzanine financing.

Another notable deal saw the team assisting the administrator in coordinating the Targetfollow Group board's replacement of the offshore asset holding companies. The deal was completed in collaboration with Appleby's Guernsey and Isle of Man offices.

In the restructuring and insolvency market, partner James Gaudin headed the team advising the creditor Grant Thornton on the winding up of four Jersey companies within the Panceltica Group. The group was previously an Aim-listed company specialising in fast-track construction and operating in Qatar and Dubai. The deal was worth £236.4 million.

Elsewhere, Gaudin again acted for Dragon Sportswear Holdings in relation to its proposed flotation on Aim. The transaction indicates a growing trend to use Channel Island companies in connection with capital raising in Europe for Asian companies, particularly on LSE.

On the financing side, partner Wendy Benjamin headed the team acting for Bayerische Landesbank on a £70 million refinancing of a Jersey property trust.

With Collas Day and Crill Canavan's recent merger becoming Collas Crill, the market suggests that the new entity has already received a decent amount of work.

One example on the restructuring side saw financial and corporate head Paul Wilson lead the team acting for JJ Fox International in relation to corporate restructurings of its IT companies as part of the group's European network. The transaction is still ongoing.

Again Wilson was involved in another restructuring deal when the team advised Harneys and Barclays in the British Virgin Islands on a more than €50 million restructuring of an investment structure.

In addition, senior associate David Dorgan has been involved in a number of notable deals. One of the highlights saw him act for Horizon Trustees' share sale on the Aim exchange. The transaction helped protect an English film production company with an extensive backlog of classic films.

Dorgan also led the team advising General Electric Capital Corporation's banking advisor on the restructuring of secured funding to a company that had acquired a Gulfstream private jet. The deal was worth $22 million.

Alongside its merger the firm is also set to open an office in Singapore later this year, with Guernsey partner Sean Cheong relocating to head up the new team.