Ogier has acted for Centamin Egypt Limited in connection with its recent corporate relocation to Jersey from Australia which completed on 30 December 2011. Centamin is a mineral exploration, development and mining company that has been actively exploring in Egypt since 1995. Centamin is listed in London on the Main Market as a FTSE 250 company and in Toronto.
The redomicile was implemented by way of an Australian scheme of arrangement to effect the change to the corporate structure of Centamin and its subsidiaries by inserting Centamin plc (Centamin Jersey), a company incorporated in Jersey, as the holding company of the Centamin group. The transaction involved shareholders receiving one new share in Centamin Jersey in exchange for each share they held in Centamin.
Ogier advised Centamin on the Jersey aspects of the transaction led by corporate partner Raulin Amy and associate Sean Inggs. Ogier Corporate Services incorporated Centamin Jersey and provide ongoing administrative services led by associate directors Tom Amy and Jo Freeman.
Raulin Amy said “We are delighted to have advised Centamin on this transaction. The dual listing of Centamin meant that there were some interesting issues that had to be resolved when they were looking to restructure. This particular transaction was novel as it involved an Australian company rather than an English one. The flexibility of the Companies Law in Jersey and Jersey tax neutrality, as well as the track record of Jersey as a jurisdiction were important considerations in determining the location for Centamin's redomicile.”
Ogier were instructed by Charles Russell LLP who advised English law, led by corporate partner Adam Carling. Blake Dawson advised on Australian law and Blake, Cassels & Graydon LLP in Toronto advised on Canadian law.