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Ian Petherbridge

Ian Petherbridge 

Senior Associate | Guernsey

Corporate, Finance & Funds

 

Overview

Ian is a Senior Associate in the Corporate, Finance and Funds team in Guernsey. He has a transactional practice covering banking, financing as well as mergers and acquisitions. 

"Creating a legacy and making an impact is my priority, which guides me when assisting clients with their legal requirements. Being client centric is not negotiable."

Experience

Ian specialises in banking and finance, energy, infrastructure, mining and commodities, technology and innovation. He has extensive experience advising on acquisition finance, corporate banking, development finance, debt capital markets, investor services, exchange control, global markets, real estate finance, project finance and cross-jurisdictional finance.

He has advised on projects undertaken in African jurisdictions, several European jurisdictions and offshore jurisdictions.  

Ian has also been part of teams, or lead teams, on multi-jurisdictional M&A transactions in the oil and gas, TMT, FMCG, real estate, mining, retail and logistics sectors. He has also advised on solar power projects, commodities trading, infrastructure, TMT and AI.

Work highlights include:

  • Leading the commercial team on advising a state-owned enterprise in South Africa, with respect to the restructuring of its subsidiaries.
  • Lead advisor to the sellers of a major company in the health and wellness sector. The transaction was closed during the height of COVID19 across four jurisdictions.
  • Advising a lender on its synthetic loan structure and security structures, which spanned across three jurisdictions.
  • Advising the borrower on all transactional matters in relation to the project finance it secured for the construction, operation and maintenance of its solar power plant in Namibia.

Background

Ian has always worked in private practice, except for two years of his career, where he was in house counsel to the Corporate and Investment Banking Department of Standard Bank Namibia. Ian was also a part time lecturer for three years at the University of Namibia.

Before joining Collas Crill Ian was a Specialist Consultant for Eversheds Sutherland in South Africa.

Ian was admitted as a legal practitioner in the High Court of Namibia in April 2007 and was admitted as a Notary Public in the Supreme Court of Namibia in 2012.

Memberships

Member of the Law Society of Namibia

 

My services
Acquisition Finance
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Advising on acquisition finance is a key part of our services when acting on M&A transactions. We work with our corporate teams to provide solutions which may include conventional loans, leveraging the target, accessing capital markets, or typically, a combination. We act for lenders, corporates and corporate advisors.

Asset Finance
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We provide our expertise in the area of asset finance to assist some of our clients in their business requirements. We have worked with lenders in funding acquisition of aircraft and other specialist assets. We also advise and support our finance leasing clients with their customer documentation and security requirements.

Banking & Finance
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Banks today face an ever increasing raft of challenges, both regulatory and commercial, as well as competition for deals from non-bank lenders and alternative funders. We provide our banking clients with a comprehensive service on- and off-transaction, including our plain English precedents for their business. We help our clients keep up with the changing landscape in order to remain competitive in the market place whilst delivering quality service to their own customers. Our clients focus on relationship banking and we work hard to support them in doing so. We also advise P2P lenders and invoice discounters on their lending and security arrangements, and their documentation.

Changes of Trustee/DORAs
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Changes of trustee documents (DORA or IORAs) usually contain indemnities from the incoming trustee to the outgoing trustee which are often hotly negotiated and can be complex. A change of trustee also presents a good opportunity for the incoming trustee to undertake a due diligence exercise by reviewing the trust documents, ensuring that the previous chain of trusteeship is intact and ensuring that the outgoing trustee ratifies or rectifies any flaws in the trust or the trust documents before the trusteeship is handed over. We have considerable experience in narrowing the issues in these negotiations. We are also well versed in assisting our trustee clients in mitigating risk by spotting (sometimes very significant flaws) in trusts before they are taken on and by ratifying previous discrepancies in a commercial manner – commonly without necessitating the involvement of the court.

Commercial Structuring & Contracts
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Offshore vehicles are used for a huge range of purposes either standing alone or as part of large multi-jurisdictional structures. Our highly commercial team specialises in advising clients on the most effective uses of such vehicles and their on-going operation, including normal and cellular companies as well as foundations, unit trusts, limited partnerships and limited liability partnerships. Our experienced team also provides commercial contracts for clients whether bespoke documents to effect specific transactions or suites of precedent documents for company service providers or offshore groups.

Competition
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We are able to assist local businesses on locally applicable competition laws, including mergers and acquisitions processes and approvals and exemptions, as well as advising on the increasingly complex legislation related to anti-competitive behaviours and agreements between businesses and the abuse of a dominant position in a market.

Corporate Acquisitions and Takeovers
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Our team has a wealth of experience advising on all aspects of corporate acquisitions providing seamless support from agreeing heads of terms all the way through to completion.

Corporate Advisory
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With a depth of multi-jurisdictional experience our offices in BVI, Cayman, Guernsey, Jersey, London and Singapore, we ensure that advice is provided in the context of other key global offshore centres and with a knowledge of the bigger, global picture. Our clients appreciate our pro-active attitude to providing sensible user-friendly advice, our accuracy and honesty in our approach to pricing matters, and our senior level involvement in all matters to ensure smooth progress and client satisfaction. In an increasingly complex, competitive and more tightly regulated market, we'll make sure your business or commercial venture reaches its full potential.

Corporate Governance & Shareholder Relations
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Good corporate governance and a sound understanding of directors duties is important to companies. Regardless of size, establishing a best practice approach should be fundamental to all boards. The board of directors are responsible for ensuring the company achieves its objectives and the corporate governance framework they adhere to should underpin their accountability to the company and its members. We advise company boards in relation to both the non-contentious and contentious aspects of shareholder relations with a focus on corporate governance to prevent contentious issues arising. We have also advised both boards and activist shareholders in relation to highly contentious general meetings and associated issues arising out of investor actions.

Data Protection and Information Rights
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Data is the most valuable asset for many of our clients and data protection is a growing facet of offshore business. We have advised a number of institutional clients on their commercial obligations in terms of data security and data protection and regularly provide advice on contract terms in this difficult area. We also have significant experience in using the full range of legal remedies available to obtain access to data and information held, and so are ideally placed to advise clients on either side of the data protection equation.

Due-Diligence
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Our experienced team will handle the due diligence process, from initial requests for information and documentation, transitioning to the review phase, making further requisitions as necessary and producing a comprehensive due diligence report setting out key issues and areas for risk mitigation.

Investment Business Licensing and Approvals
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Investment Business Licensing and Approvals

Investment Fund Formation
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Our uniquely diverse practice regularly assists with the establishment of both open and closed-ended fund structures. In addition to traditional private equity and real estate structures we have advised on a number of alternative and esoteric classes. We provide bespoke structuring solutions to allow our clients to build the fund they want as opposed to a generic template of the market standard. We advise clients at every step of the process, including preparing offer documents, investor negotiations, the preparation of agreements, and in the closing of transactions.

Investment Funds, Private Equity & Venture Capital
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Our fund specialists offer advice on all aspects relating to the establishment, authorisation and structuring of funds and related investment vehicles. We have particular expertise acting for emerging managers who are building their business and acting for institutional investors, including acting for private equity funds and sovereign wealth funds on joint venture and fund investments, as well as planning their internal corporate structures. We provide a highly personalised service working with our clients and their onshore counsel to build in depth relationships over the long term.

Investor-side Advisory Services
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In a world of ever-increasing accountability, we are increasingly instructed by sovereign wealth funds, ultra high net worth individuals and funds of funds to review potential investments and negotiate side-letters. We offer our clients a fast, efficient service with minimum fuss. This aspect of our practice gives us unparalleled insight of what is and is not the 'market standard'; something our clients highly appreciate.

Mergers, Amalgamations and Schemes of Arrangement
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We provide expert legal support on both local and cross border amalgamations of regulated and unregulated companies and work closely with our dispute resolution team on local schemes of arrangement.

Project Finance
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Our teams have been involved in some of the most innovative finance structures, including the first public-private finance initiative in Guernsey, a care home. We regularly advise housing associations on funding their projects. Internationally we work with clients on key infrastructure projects, including power stations and railway links.

Real Estate Finance
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Real estate continues to dominate as an asset class for many investors. Collas Crill has a strong track record in financing commercial real estate acquisitions, mainly in the UK. We act for some of the key lenders in this area. Our clients include banks, funds, alternative lenders, private investors and family offices. Locally, we have worked on the funding of some of the most prestigious buildings in our jurisdictions.

Regulatory Enforcement Action
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The regulatory environment both in local jurisdictions and internationally, is becoming increasingly complex at a time when regulatory agencies are becoming more zealous in their approach to enforcement and investigations. We guide clients through the impact of enforcement of investigatory actions by regulatory bodies, offering dedicated strategic advice on a broad range of issues including enforcement notices, governance matters, complaints, insider trading and dealing and market manipulation.

Regulatory Investigations and Proceedings
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Collas Crill's market leading Risk and Regulatory team provides full support to financial services clients in all aspects of their interactions with regulators. We have achieved outstanding results for our clients through providing timely advice and representation in the course of an investigation, through to robust representation where this is required.

Risk & Regulatory
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Collas Crill's multi-disciplinary approach to providing Risk & Regulatory services ensures that every aspect of our clients' businesses is covered. By drawing on the skills and experience of a highly experienced team of lawyers with expertise from across the firm, we are able to deal with all legal compliance issues that could affect your business, whether contentious or non-contentious. The assistance we are able to provide ranges from strategic matters to specific operational issues.

Solvent and Insolvent Restructuring
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Restructuring takes many forms, and Collas Crill's Corporate, Finance and Funds team has broad experience in reshaping businesses to the changing needs and demands of the market. For financially distressed companies in need of restructuring and reorganisation, or for those where the opportunity to do so has passed or failed, we work with our insolvency and restructuring team to achieve the most beneficial outcome. At any stage, our involvement will assist in identifying on-going risks and opportunities, as well as managing deteriorating relationships with creditors, financiers, investors or other interested parties. The team brings a wealth of experience from a range of backgrounds to give quick, accurate, commercial advice.

Trustee Duties
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The duties of a trustee plays in managing the trust assets and dealing with beneficiaries not only vary from jurisdiction to jurisdiction, but are dictated by trust agreement and its nuances, the type of trust and its specific purpose. Advising on trustee duties is a rapidly growing area given the increasingly complex legal and regulatory framework to which trustees must adhere. Importantly, trustees are becoming increasingly aware of the advantages of acting early and seeking advice on their duties – particularly in situations of potential conflict or stress. Trustees are also making more use of the courts in asking for directions or in having "momentous decisions" blessed.

Unregulated and Private Investment Structures
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Our investment practice is not simply limited to regulated investment funds. We also advise clients on a range of unregulated and private structures allowing new promoters to build a track record or investment clubs to access particular investments without incurring the time or financial cost of entering the regulatory regime. Our team's experience in this often overlooked area of the investment sector can help our clients manage regulation and plan their structures for future growth without unnecessary limitations.