Maples and Calder, Richards Butler in association with Reed Smith, Reed Smith and King & Wood have all won mandates to advise on the Hong Kong IPO of Mongolian miner Winsway.
The offering, which is expected to raise as much as US$661m for the coking coal producer, will mark the first time that a British Virgin Islands-incorporated company has listed on the HKSE since rules allowing them to do were introduced in late 2009.
A Maples and Calder team led by John Trehey was retained as offshore counsel to the company. The firm’s corporate services affiliate, Maples Finance Limited, is also providing BVI principal registrar services for Winsway Richards Butler in association with Reed Smith acted as Hong Kong counsel, Reed Smith worked on US law matters, while for PRC law issues the company turned to King & Wood. Deutsche Bank and Goldman Sachs are the joint sponsors and joint global coordinators for its global offering.
Trehey said that the listing is evidence that the recent relaxation of HK listing rules pertaining to BVI-incorporated companies is proving attractive.
“The listing of Winsway demonstrates the streamlined listing process for BVI-incorporated companies, which has helped increase the attractiveness of a Hong Kong listing as the exit strategy for investors, in particular, for private equity. BVI-incorporated companies no longer need to undertake a significant and expensive pre-listing restructuring. Restructuring to change the jurisdiction of incorporation of the holding company can increase the costs of a listing by anything from 30% to more than 100%,” he said.
Barry Mitchell, head of Maples’ Hong Kong-based BVI team said that the listing provides something of precedent for BVI incorporated companies looking to similar moves and predicts more of the same given that BVI has historically been the corporate domicile of choice for Chinese businesses.
“BVI companies were the second-largest source of foreign investment in China, at US$5.8bn as at June 2009. This latest development could also encourage more investment in China through BVI companies, as the barriers to an IPO exit in Hong Kong have been reduced,” he said.ALB
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