UK first Sovereign Sukuk Issuance

Summary: Elemental provided the company secretarial support to the first sovereign Sukuk outside of the Islamic World, with a £200m issuance organised by the UK Government.

Description:

Client: HM Treasury

In June 2014, Her Majesty’s Treasury (“HM Treasury“) issued the first sovereign Sukuk outside of the Islamic World. It was designed to mimic a five year government gilt and offered a profit rate of 2.036%.

The Sukuk is listed on the London Stock Exchange and subject to the Disclosure and Transparency Rules (DTRs). It is genuinely unusual and, as far as we are aware, presented unique issues for the interpretation of the DTRs. It is not technically debt, it is issued by a non-government body, but ultimately owned and backed by the Treasury.

In order to ensure compliance with the rules, HM Treasury turned to Elemental. We were able to agree a pragmatic and compliant approach with the FCA and put in place processes and procedures to ensure that the Sukuk operates as desired.

Supporting a Danish and New York listed UK plc

Summary: Elemental supported the UK incorporation and listing of this multi-billion dollar global shipping business.

Description:

Client:Torm plc

Torm was founded in 1889 and has sailed the seas for 131 years with activities worldwide. Torm was listed on the Nasdaq Copenhagen exchange but in anticipation of a US listing, Torm wanted to create a new Topco in the UK.

Elemental worked with Torm’s legal advisors to create the new topco (Torm plc) in the UK, support the acquisition of 100% of Torm A/S in Denmark and then dual list the shares on the Nasdaq New York as well.

Torm’s unusual share structure continues to pose new and interesting challenges from both a governance and company secretarial perspective which the team at Elemental are uniquely placed to help solve.

Establishing a UK presence for a billion Euro EU group

Summary: Elemental helped a large listed group, headquartered in the EU, with a market capitalisation in excess of a billion Euros establish a UK subsidiary.

Description:

Our client wished to establish a UK subsidiary to both trade in the UK, and to take advantage of the UK’s double tax treaties to expand further across the globe.

Elemental advised them on how to structure their UK investment in the UK from a legal and financial perspective. We make the process of starting a UK business as simple as possible and helped them to incorporate their company and set up the systems and processes necessary to start trading in the UK.

On an ongoing basis, our specialists assist the company with bookkeeping, accounting, corporation tax, HR, payroll, pensions, Capital Gains Tax, VAT, Intrastat reporting, CbC reporting and ad-hoc legal matters. We work closely with the directors and their senior management team to provide a ‘one-stop shop’ for such accounting and compliance services.

Our client’s business has flourished, and the group has invested in the UK.

Property development governance and director support

Summary: We provided company secretarial, professional directorship and governance advice to a company using foreign direct investment to develop a property project in the North East of England.

Description:

Our client, the owner of an existing UK limited SPV company (‘P Ltd’), sought investment in order for P Ltd to purchase and redevelop a large city centre property in the north of England with a view to selling the SPV or the resulting flats.

The owner of P Ltd intended to invest some funds but required the majority of funding to be provided by an outside investor. Elemental was instructed to assist with the introduction of the outside investor and to help structure the investment and joint venture project.

Our client’s main goals were to identify and introduce outside investment and to ensure that P Ltd’s record keeping and governance was of a high standard to ease the burden of due diligence in the event of a sale.

Elemental remains involved with the project in a compliance capacity. Two members of our staff sit on the board of P Ltd to help ensure that the company is governed well and that the project is on course to complete on time and on budget.

Supporting a new Global Resources Merchant with a multi-billion dollar balance sheet

Summary: Elemental supported a management team that created a brand new competitor in the global resources market, with a focus on the supply chain and risk management.

Description:

The client is structured as a private limited company, however, some of its investors view it as a fund (which is a common structure in the market). Therefore, it is often necessary to translate fund principles into concepts that work for UK company law. Elemental have advised the client since its formation in 2015 and helped develop their corporate and share structure as the business has evolved. For example, in December 2018, Elemental led on a corporate reorganisation, that involved share buybacks, the creation of two new share classes, planning for the insertion of a new holding company and a capital raise.

£300m sale of knowledge process outsourcing service provider

Summary: Elemental provided corporate and compliance services to support the sale of a £300m business unit from its listed owner to a Private Equity firm with a UK structure.

Client: Moody's Analytics' Knowledge Services

Description:

Moody's Analytics' Knowledge Services (MAKS), now known as Acuity Knowledge Partners is a leader in knowledge process outsourcing services, providing high-value research and analytical support to organisations worldwide. The client served over 250 banks, asset managers and consulting firms with more than 2,500 subject matter experts.

The client was being sold by Moody's Corporation (listed on NYSE) and UK was chosen as an appropriate jurisdiction to structure the transaction. Elemental were engaged to set up the new UK structure and provide all appropriate compliance services to the UK structure and the existing UK company, working with the Client's other advisors.

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