Scotiabank selling its BVI branch to Trinidad-based bank

Scotiabank made an announcement that it has reached an agreement for the sale of 100% of the shares of its British Virgin Islands branch to Trinidad-based Republic Financial Holdings Limited, which is the owner of the Republic Bank group of banks. The new agreement is the latest in a series of transactions the Canadian bank was making to unload its Caribbean assets, after the sale of its banking operations in Anguilla, Dominica, Grenada, St. Kitts and Nevis, St. Lucia, St. Maarten and St. Vincent and the Grenadines to Republic Bank.

The BVI agreement is subject to regulatory approval and customary closing conditions. The Canadian bank did not disclose the terms of the agreement, but the notice on the Trinidad and Tobago Stock Exchange put the $120 million price.

In 2017, according to the survey by the Caribbean Association of Banks, 21 of the 23 banks in 12 Caribbean countries had lost at least one correspondent banking relationship, defined as an agreement between foreign and domestic bank where a correspondent account is established at one bank for the other.

Kingsferry Capital Management Group sells common shares of Canadian company

BVI-regulated investment management company Kingsferry Capital Management Group Limited announced that it has sold 752,000 common shares of Canada-based Home Capital Group Inc. These common shares, sold on behalf of a managed account during the period between 13 and 15 of November, 2019 at an average price of C$34.02 per common share for gross proceeds of C$25,580,549, represent approximately 1.31% of the issued and outstanding common shares.

Prior to the sales transaction, the BVI group controlled over 6,364,800 common shares, which represented approximately 11.10% of the issued and outstanding common shares, and as a result of the disposition it exercises control and direction of over 5,612,800 common shares (approximately 9.79% of the issued and outstanding common shares). As Kingsferry Capital now controls or directs less than 10% of the common shares, it is no longer a “reporting insider” and also is not subject to early warning reporting obligations.

Biotechnology company closed private financing from BVI-registered Juvenescence Ltd.

LyGenesis, Inc., a biotechnology company focused on organ regeneration, announced the closing of US$4 million in private financing of convertible notes from BVI-registered holding company Juvenescence, Ltd. and Longevity Vision Fund. This convertible debt financing will allow LyGenesis to start transition of liver regeneration program into clinical development stage.

Greg Bailey, MD, Co-Founder and CEO of Juvenescence and a member of LyGenesis’s Board of Directors, said in his comments: “We are thrilled to continue our financial support of LyGenesis as they transition into clinical development.” Sergey Young, founder of Longevity Vision Fund, said “The progress of LyGenesis’s technology is emblematic of the rapid advances we are witnessing as biotechnology transitions from bench research, to preclinical models, and now into the clinic.”

NF Energy Saving Corporation completed acquisition of pharmacy chain company

NF Energy Saving Corporation, China-based provider of integrated energy conservation solutions, has completed the acquisition of Chinese pharmacy chain company Boqi Zhengji Pharmacy Chain Co., Ltd. 

Previously, NF Energy entered into a stock purchase agreement with British Virgin Islands-registered Lasting Wisdom Holdings Limited, as well as Hong Kong company Pukung Limited, China-based companies Beijing Xin Rong Xin Industrial Development Co., Ltd. and Boqi Zhengji Pharmacy Chain Co., Ltd., and several individual sellers. The aggregate purchase price for the shares consists of a cash consideration of RMB 40,000,000 (USD 5,643,181) and up to 1,500,000 shares of common stock of the company.

Mr. Tiewei Song, CEO and President of NF Energy Saving Corporation, commented on the completion of the acquisition: “We are pleased to complete the acquisition of Boqi Zhengji Pharmacy as promised. The acquisition is a substantial milestone for us to shift to the health industry while the market is booming.”

Luxoft becomes a Global Platinum Partner of Fenergo

Luxoft Holding Inc., a BVI corporation recently purchased by DXC Technology Company, has joined the partner eco-system of Fenergo, the leading provider of client lifecycle management solutions for financial institutions. Luxoft and Fenergo will collaborate to better enable global financial institutions to implement Fenergo’s platform and launch digital transformation. The strategic alliance of the companies will enable global financial institutions to serve clients faster, and address compliance issues related to Know Your Customer (KYC) and Anti-Money Laundering (AML). The partner eco-system of Fenergo consists of 300 global organisations.

Luxoft will offer Fenergo’s clients professional consulting services to enable the rapid systems integration and deployment of Fenergo’s platform and suite of digital capabilities. Luxoft enables digital business transformation, enhances customer experiences and boosts operational efficiency through its strategy, consulting, and engineering services. 

Executive vice president of DXC Technology and president and CEO of Luxoft has commented: “Fenergo shares our vision to provide clients transformative digital solutions at scale by deploying best-in-class KYC, AML and digital onboarding capabilities with an outcome-based approach. Our partnership with Fenergo aligns with our strength and success in financial services, and presents new opportunities to grow our business, expand our partner ecosystem, and deliver exceptional value to our clients.

Premier African announced completion of loan into Namibian mine

Premier African Minerals Limited confirmed the completion of the strategic loan by the BVI company to MN Holdings Limited, which is the owner and operator of the Otjozondu Manganese Mine in Namibia, and the appointment of Mr Herbert to the board of directors.

As it was announced in July, the BVI company and Cambrian Limited entered into secured loan agreement with MNH, worth US$1.35mln and with annual interest rate of 10% per annum. Under the existing share authorities on the date of signing the loan agreement, Premier African Minerals could only issue 1,009,889,850 of the loan shares for a value of £454,450.

On 6 August 2019, the BVI company received shareholders approval to increase its authorised share capital, and has elected to issue the balance of the 753,778,580 loan shares at a value of £339,200 at the issue price. Subject to an orderly market agreement, these shares may only be sold by MNH through the company’s broker to ensure an orderly market is maintained. Application will be made for the second loan shares to be admitted to trading on AIM and admission is expected to take place on or around 3 September 2019. Following the issue of the shares, Premier's issued share capital consists of 9,753,778,580 Ordinary Shares with voting rights.

BVI company completed acquisition of Terraco Gold

BVI-incorporated Sailfish Royalty announced completion of the previously announced acquisition with Terraco Gold Corp. As previously agreed, the BVI company has acquired all of the issued and outstanding shares of Terraco, in exchange for consideration of 0.12 of a common share of Sailfish for each Terraco share. The consolidated growth-oriented Royalty Company will hold an array of precious metals royalties, ranging from the exploration stage through to production, geographically diversified within Nevada, Mexico, Brazil and Nicaragua.

Former Terraco shareholders will hold approximately 37.2% of the issued and outstanding common shares of Sailfish. The outstanding options of Terraco have been adjusted in accordance with their terms and the Exchange Ratio such that 1,626,120 outstanding options of Sailfish have been reserved for exercise.

Also, the BVI company announced that it has repaid in full the US$12,031,055 outstanding senior unsecured convertible debenture held by Solidus Resources, LLC, the wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP. Shares of Terraco were delisted from the TSX Venture Exchange at close of business on August 20, 2019.

Concurrently with the closing of the Arrangement, Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited loaned Sailfish US$12,031,055, the proceeds of which were used by Sailfish on behalf of TGC Holdings Ltd. , a wholly-owned subsidiary of Terraco, to repay the Debenture.

Premier African Minerals announced loan to MN Holdings Limited

BVI-registered Premier African Minerals Limited, jointly with Cambrian Limited, announced a strategic loan to MN Holdings Limited, the owner and operator of the Otjozondu Manganese Mining Project in Namibia, for a total amount of US$1.35mln with annual interest of 10% and with a maturity date of 1 October 2021. By this loan, Premier African expands into an operating and revenue generating manganese mining operation.

George Roach, CEO of the BVI company, said in his comments: "Otjozundu is a producing revenue generating manganese mine based in Namibia currently involved in an expansion programme. The loan to Otjozundu will enable it to conclude the purchase of significant additional plant and equipment from the nearby Purity Mine to allow Otjozundu to steadily increase production and revenues.”

The Otjozundu Manganese Mining Project is located some 150 kilometres north east of Windhoek and is in a well-known and established manganese district. Otjozundu is wholly owned by MNH, which acquired the project from Shaw River Manganese Limited for A$4.952 million in 2018.

The loan proceeds will be specifically used by MNH to purchase additional mining fleet and processing equipment from Purity Mining which has operated in an adjacent area. In accordance with the Loan Agreement, Cambrian has already provided US$350,000 in cash to MNH and Premier African will provide the remaining US$1 million (as Lender) in the form of 1,763,668,430 new ordinary shares of the company.

Sailfish Royalty entered into Arrangement Agreement with Terraco Gold Corp

Sailfish Royalty Corp., a precious metals royalty and streaming company incorporated in the British Virgin Islands, and Terraco Gold Corp., a gold royalty company focused on Spring Valley Gold Project located in Nevada, entered into a definitive arrangement agreement on June 19, 2019. Sailfish has agreed to acquire all of the issued and outstanding shares of Terraco, in exchange for consideration of 0.12 of a common share of Sailfish for each share of Terraco. The existing options and warrants to acquire Terraco shares will be converted into options and warrants to acquire Sailfish Shares, each in accordance with their terms.

The consideration offered by the BVI corporation represents a premium of approximately 53% to the trailing 20-day volume weighted average price of the Terraco Shares as at the above stated date.

The consolidated company will hold and array of precious metals royalties, and the geographical diversification will include Nevada, Mexico, Nicaragua and Brazil. The company will also hold royalties with such property owners as Waterton Global Resource Management, Eldorado Gold Corporation and Endeavour Silver Corp., and will be supported by Wexford Capital LP, an SEC registered investment advisor with approximately US$3 billion of assets under management.

Akiba Leisman, CEO of the BVI corporation, stated in comments on the agreement: “We are very pleased to announce this exciting transaction which brings together our combined royalty portfolios into a new, growth-oriented royalty vehicle. Terraco’s royalty holdings on the development-stage Spring Valley Gold Project in Nevada will give our shareholders exposure to one of the best known undeveloped mining properties in the region.”

Luxoft Holding acquired by DXC Technology

World's leading independent IT services company DXC Technology announced the completion of the acquisition of Luxoft Holding Inc., the BVI-registered and globally working digital strategy and software engineering company. Definitive agreement to acquire Luxoft was signed in January 2019, while regulatory approval for the purchase was received on June 11, 2019.

Luxoft will continue to be headed by Dmitry Loschinin, who will report further on to DXC’s chairman, president and CEO Mike Lawrie. The BVI holding company, which has a 13,000-person workforce, providing digital strategy consulting and software engineering services for companies across North America, Europe and the Asia Pacific region, will maintain its brand and operate as “A DXC Technology Company.” 

DXC’s chairman stated in his comments on the acquisiton: “With Luxoft, DXC will cover the full spectrum of business-driven digital initiatives, from modernizing client legacy IT systems to delivering transformational digital solutions at scale… Luxoft’s proven success for global clients creates new value and benefits for all DXC stakeholders. I want to welcome the Luxoft team to the DXC family.”

By words of Luxoft’s CEO, “Joining a leading global innovator in DXC is exciting for our people, clients and partners… it’s the best of both worlds: DXC provides the scale, resources and market presence, while Luxoft brings differentiated capabilities and new digital talent. We expect our shared vision to create new market opportunities, deliver game-changing innovations and drive DXC’s growth.”

Kingsferry announced acquisition of common shares of Canadian company Home Capital

BVI-registered investment company Kingsferry Capital Management Group Limited made an announcement that it has acquired, on behalf of Kingsferry Classic Value Fund I Ltd., 1,000 common shares of Home Capital Group Inc. As a result of the acquisition, Kingsferry gets control over 6,103,600 common shares, representing approximately 10.001% of the issued and outstanding Common Shares.

The Common shares were purchased at an average price of C$18.56 per share, for a total purchase price of C$18,560. Immediately prior to the acquisition of the common shares, the BVI company had control and direction over a total number of 6,102,600 common shares, representing approximately 9.999% of the issued and outstanding common shares.

Kingsferry has engaged, and intends to continue to engage, in discussions with management and the board of Home Capital concerning its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans.

Talon Metals made initial payment to Kennecott

Talon Metals Corp. announced that Talon Nickel (USA) LLC has made the initial upfront payment to Kennecott Exploration Company, in the amount of US$6 million. The BVI company also issued 25,031,250 common shares to Kennecott, representing US$1.5 million worth of common shares at C$0.08 per share, based on the further requirement under the Option Agreement.

Kennecott Exploration, which is a subsidiary of the Rio Tinto Group, now owns 7.4% of Talon on a partially diluted basis. Under the terms of the Option Agreement, Talon now has the right to acquire up to 60% interest in the Tamarack Project. President of Talon said in his comments: "This is the beginning of exciting times ahead for the Company. We look forward to working in conjunction with our partner, Kennecott, to advance the Tamarack Project, with a strategy of producing Class 1 nickel, as well as copper and cobalt, for the electric vehicle and stationary battery market."

BVI corporation announced extension agreement with Kennecott

BVI-registered Talon Metals Corp. made an announcement that its wholly owned indirect subsidiary Talon Nickel (USA) LLC entered into an extension agreement in respect of the option agreement which was signed with Kennecott Exploration Company in November 2018.

Under the terms of the Extension Agreement, the BVI company has to make initial payment to Kennecott in the amount of US$6mln until March 15, 2019, in order to make the Option Agreement effective. In this case, Talon Metals will have the right to acquire up to 60% interest in the Tamarack Project. In case the company fails to make the payment to Kennecott, the parties will enter into a joint venture agreement under which Kennecott would have an initial 82.44% interest and Talon would have an initial 17.56% interest in the Tamarack Project.

Chaarat acquires Kapan Mining and Processing Company CJSC

BVI-registered mining company Chaarat Gold International Limited announced the extension of the anticipated closing date for the acquisition of Kapan Mining and Processing Company CJSC from 15 January 2019 to 31 January 2019, agreed with Kapan’s vendor PTML Holding Ltd, a subsidiary of Polymetal International Plc. The extension, which followed BVI company's announcement of the acquisition of 31 December 2018, has arisen as a result of the extended winter holidays in Russia and Armenia.

Also, it has been agreed that Chaarat will grant a pledge over the shares it has acquired in Kapan in favour of Polymetal, pending receipt of the US$40 million cash payment. If payment is not completed within 10 business days, Polymetal has the right to require the transaction to be unwound. Otherwise the transaction will progress as planned, and will remain as previously described.

Luxoft Holding Inc. to be purchased by DXC Technology

DXC Technology, global IT solutions provider and one of the leaders in the industry, and BVI-incorporated Luxoft Holding, Inc. announced a definitive agreement according to which DXC will acquire Luxoft. Under the terms of the agreement, all of the issued and outstanding ordinary shares of the BVI holding company will get US$59.00 per share in cash, that makes total equity value of approximately US$2 billion.

With Luxoft’s digital engineering capabilities and DXC’s expertise in IT modernization and integration, the companies will offer differentiated customer value proposition for end-to-end digital transformation. The combined company will be able to provide end-to-end digital capabilities for the global financial services industry; new services in insurance, where DXC is industry leader; offerings for the automotive industry, combining Luxoft’s knowledge and experience in car systems with DXC’s capabilities in cloud and security; and industry-leading services in healthcare and life sciences. Luxoft has clients in all regions of the world, particularly in Europe. In the automotive industry the combined company will serve more than twenty manufacturers and OEMs in North America, Europe and the Asia Pacific region.

Luxoft will keep its brand and work as “A DXC Technology Company.” It will continue to be led by the company’s current president and CEO Dmitry Loschinin. The transaction is expected to be closed by June 2019, and is subject to customary conditions and regulatory approvals.