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Carey Olsen advises on landmark Jersey fund restructure

Carey Olsen has advised Gravis Capital Partners (GCP) on the landmark restructuring of two existing Jersey funds, GCP Infrastructure Fund Limited (GCP IFL) and GCP Infrastructure Investments Limited (GCP IIL).

The restructuring is by way of a court-sanctioned scheme of arrangement and the introduction of a new feeder fund, GCP Infrastructure OEIC Limited.
GCP Infrastructure Investments Limited is a Jersey fund company listed on the Main Market of the London Stock Exchange.
The use of a scheme of arrangement as a technique to restructure a mix of Jersey regulated and unregulated funds had never been implemented before and required a highly complex process involving the Jersey Courts, the Jersey Financial Services Commission (JFSC), the Channel Islands Securities Exchange (CISE) and the UK Listing Authority.
Carey Olsen advised GCP IIL in acquiring the shares of GCP IFL by way of scheme of arrangement.
The law firm established GCP Infrastructure OEIC Limited as a regulated listed Jersey fund which enabled GCP IFL investors to choose between receiving cash for their shares or receiving shares in GCP IIL or GCP Infrastructure OEIC Limited.
100 per cent of shareholders who voted approved the scheme resulting in a new streamlined structure.
Carey Olsen also achieved Jersey regulated status for the previously unregulated GCP IIL enabling it to comply with the EU Alternative Investment Fund Managers Directive.
Carey Olsen funds partner Robert Milner, who regularly advises GCP, led the transaction particularly in respect of regulatory matters alongside corporate partner Guy Coltman and dispute resolution partner Andreas Kistler. Corporate senior associate David Allen and funds associate Owen McLennan assisted in the transaction.
Milner says: “Carey Olsen prides itself on its track record for executing challenging and innovative transactions and this ground-breaking scheme will pave the way for future success for the funds.”
Stephen Ellis of Gravis Capital Partners, the investment adviser to GCP IIL, says: "We are delighted that this innovative restructuring went so smoothly and credit the teams at Carey Olsen with ensuring that the complex moving parts in Jersey came together so well."

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