First plan of arrangement completed in the BVI - September 28, 2011


Jacqueline Daley Aspinall and Keisha M Durham recently advised on and effected the first plan of arrangement completed under the BVI Business Companies Act ("BVIBCA") in accordance with section 177. The primary purpose of this arrangement was to effect a going public transaction for BVI Company A by way of reverse take over with BVI Company B. BVI Company A is a mineral exploration and development company focused on acquiring, exploring and developing potash and phosphate deposits in Brazil with operations and investors in Canada and the US.

Section 177 of the BVIBCA provides that a plan of arrangement may be utilised to affect any one or more of the following corporate actions:

· an amendment to the memorandum or articles of association;

· a reorganisation or reconstruction of a company;

· a merger or consolidation of one or more companies that are registered under the BVIBCA with one or more other companies, if the surviving company or the consolidated company is a company incorporated under this Act;

· the separation of two or more businesses carried on by a company...

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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