India. with Case Study

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1 CORPORATE & COMMERCIAL India with Case Study OFFSHORE COUNSEL TO THE INDIAN MARKET Appleby advises a number of major Indian clients, ranging from banks to hi-tech firms, with a focus on inward and outward investments into and from India as well as listings of Indian companies on the London Stock Exchange s Alternative Investment Market (AIM). Over recent years, the mix of Indian work for Appleby has changed. Earlier clients included global IT companies, but the firm s Indian client base has since grown to include entities seeking to raise capital on AIM, as well as investment and holding companies. Appleby now takes instructions from, and works with, many of the major Indian firms as well as India s major accounting and law firms. In the case of a public offering, Appleby would form the company to be listed, setting it up in one of our offshore jurisdictions as the client may select (with our help and advice). Indian counsel would then draft the placement memorandum with our assistance and oversight as to matters of the relevant offshore law. Finally, we would work together with the listing sponsor for the relevant stock exchange to ensure a smooth and timely listing of the shares of the offshore company. OFFSHORE JURISDICTIONS OF CHOICE Whilst Appleby offers full capabilities in all of our offshore jurisdictions, Indian clients have favoured the British Virgin Islands, the Cayman Islands and Mauritius due to their lower operational costs compared to the other jurisdictions. Mauritius tends to be an offshore jurisdiction of choice for Indian investors due to a double taxation avoidance agreement (DTAA) between India and Mauritius. (Mauritius has DTAAs with 34 jurisdictions, including the UK,

2 France and South Africa.) The majority of private equity vehicles are established in Mauritius, typically in the form of mutual investment funds or as pure holding vehicles for inward investment. Such private investments cover the full spectrum from real estate to textiles to IT stocks. Otherwise, the British Virgin Islands and the Cayman Islands have become the leading offshore jurisdictions without DTAAs for cross-border Indian transactions. India s private equity boom has fuelled the formation of Cayman-domiciled special purpose vehicles (SPVs). The British Virgin Islands is also a destination of choice for outward foreign direct investment by Indian corporations. For AIM listings, however, the Isle of Man is the favoured jurisdiction for the establishment of the listing vehicle (about three-quarters of the Indian businesses listed on AIM have done so via Isle of Man companies). The reason for this is none other than historic, as the Isle of Man was the first offshore jurisdiction to identify the potential in the Indian market and has successfully established a solid track record. Appleby has merged with the leading Isle of Man firm, Dickinson Cruikshank, and thus now offers full Isle of Man services. ECONOMIC DOWNTURN Whilst the financial downturn has affected Indian-related work, in that the firm has seen a slow-down of new instructions, existing Indian clients have continued to carry on business, and the downturn has also spurred restructuring work. Recently, however, Appleby has seen an increased level of new inquiries, which suggests a revival of activity. Cost, however, remains an issue, as does the question whether any greater capital/stock issue price can be raised outside India as opposed to within India s own capital markets. The industry sector is also relevant in this regard, with large infrastructure projects seemingly better positioned to raise finance. Private investment vehicles continue to play a role much as before. CAPITAL MARKETS Over the last 20 years, six of our offshore jurisdictions have become leading offshore centres for corporate finance work. Today, Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, the Isle of Man and Jersey are used extensively for both debt and equity capital markets transactions, corporate restructurings, financings, mergers and acquisitions, and general corporate finance work. Public companies, as well as private companies planning IPOs, regularly enter into major financings in these jurisdictions with institutions or investors from the world s major financial centres including London, Hong Kong and Zurich where we also have offices. Each jurisdiction also has the ability to create SPVs for the purposes of issuing bonds, commercial paper, Euro medium term notes and various structured instruments. All six jurisdictions are acceptable to market regulators of the major international stock exchanges of the world, including the New York Stock Exchange, NASDAQ, the London Stock Exchange (including AIM), the Hong Kong Stock Exchange, the Singapore Stock Exchange and others. Cayman Islands and Bermuda companies together comprise more than 70 percent of all listed entities on the Hong Kong Stock Exchange, almost all of which will maintain British Virgin Islands entities as part of the group. A significant percentage of the Fortune 100 and FTSE 100 companies have undertaken transactions in these offshore centres.

3 The six jurisdictions are also acceptable to underwriters, rating agencies and investors, both institutional and private as well regulated and reputable and have a strong service infrastructure. They each have a flexible and responsive legislative, business and regulatory environment, which permits the development of innovative legal solutions for capital markets issues. Uniquely positioned in Mauritius, Appleby is able to offer London and New York level capital markets experience and technical expertise in a rapidly developing jurisdiction. Formerly, whilst Mauritius could offer the advantages of the double-taxation treaty to Indian clients, there were no substantial law firms to undertake sophisticated international financial transactions. This has now changed and Mauritius is fast catching up in these respects as it takes its place on the stage of major international financial centres. DISTRESSED FUNDS Our Funds and Investments Practice deals with all types of funds and work associated with funds, and invariably some end up with liquidity issues, which has particularly been the case during the past year. Our advice extends to the legal aspects relative to the domicile in which the fund is established. Usually an onshore law firm with whom we would work closely will deal with the investor oriented aspects or buyer aspects of the distress. If there is a question of insolvency, then we have an Insolvency practice which would wind up the fund or work with a buyer or receiver. In borderline cases, where there is, for example, a run of redemptions in a fund and thus a liquidity crisis, both our Funds and Insolvency departments would work together with the promoters of the fund and their onshore legal counsel. THE OECD AND THE WHITE LIST The Organisation for Economic Co-operation and Development (OECD) has placed all six jurisdictions on its White List of approved jurisdictions, recognising that their service providers adhere to all relevant international compliance standards regarding tax transparency and are committed to supporting global efforts to fight financial crime. In addition, the International Monetary Fund has placed a number of Appleby s jurisdictions ahead of key onshore financial centres, such as the UK. REPRESENTATIVE WORK Examples of our work include: Advising CBay Systems (India) Private Limited on the formation and listing on AIM of CBaySystems Holdings Limited (a BVI holding company) and the reverse takeover of Koninklijke Philips Electronics N.V. s approximately 69.5% shareholding in MedQuist Inc., USA. Acted as Isle of Man legal advisers to UMP plc (IOM company) on its 35 million AIM admission. UMP plc is involved in the production and co-production of Indian live action and animation movies and co-production of movies with Hollywood studios for worldwide distribution. Acted as Isle of Man legal advisers on a 185 million private placement for an Indian property investment vehicle specialising in commercial and residential developments.

4 Advising Capri UK Investments Ltd on the establishment of a closed ended fund, with a target capitalisation of 200 million, investing in Indian luxury hotels through Mauritius subsidiaries. Acted as Cayman counsel to a syndicate of leading Indian banks in relation to a landmark $868 million loan to Sanmar Group. Advising Standard Chartered Bank, Jersey on a new leveraged lending product aimed at non resident Indian investing into funds. Advising an Indian technology company on a listing on the PLUS market via an Isle of Man vehicle. Advising Sodexo SA in relation to the purchase of Indian-based Radhakrishna Hospitality Services Group. Acted as lead counsel for US purchasers and lessors in an innovative joint venture transaction involving the acquisition of Sharia Law compliant Cayman entities owning multiple wide body Airbus aircraft on lease to a commercial operator in India, which entities where acquired from Middle Eastern-based vendors. Advising Macquarie Indian Airports Two Limited, a Mauritian Company, in relation to an investment in Bharti Infratel Limited (and Indian company). Advising the Bank of India in relation to a US$20 million Term Loan Facility to a Mauritius entity.

5 A CASE STUDY: CBAYSYSTEMS CBaySystems is the world s largest medical transcription service provider and a leading supplier of healthcare technology and accounts receivable management services. With legal and structuring advice from Appleby, CBaySystems Holdings Limited was incorporated by Appleby s affiliate, Appleby Corporate Services (BVI) Limited, on 27 February 2007 in the British Virgin Islands. CBaySystems Holdings Limited, together with its subsidiaries and equity holdings (collectively CBay Group or the Group ), provides technology enabled business process outsourcing services for the healthcare industry with operations in India and the United States of America. In May 2007, the Board of Directors of CBay Systems (India) Private Limited ( CBay India ), which was then the holding company of the CBay Group, implemented a reorganization of the CBay Group by way of a share exchange agreement (the Share Exchange Agreement ) through which CBaySystems Holdings Limited became the holding company of the CBay Group. Pursuant to the Share Exchange Agreement, on 9 May 2007, CBaySystems Holdings Limited issued 49,308 of its shares to all shareholders of CBay India in exchange for all of the 12,327 shares in CBay India held by them. As a result of this transaction, CBay India is now wholly owned by CBaySystems Holdings Limited. Appleby advised on all BVI aspects of the reorganization and the Share Exchange Agreement. CBaySystems Holdings Limited was admitted to the Alternative Investment Market ( AIM ) of the London Stock Exchange on 18 June 2007 and trades under the ticker symbol CBAY. In conjunction with English counsel, Appleby reviewed the admission documentation and advised on all BVI aspects relevant to the listing including the issuance of legal opinions to the nominated advisor in respect of the BVI disclosure materials and the enforceability of the relevant contracts. On 6 August , CBaySystems Holdings Limited acquired Koninklijke Philips Electronics N.V. s approximately 69.5% shareholding in MedQuist Inc., USA ( MedQuist ). MedQuist, the world s largest medical transcription services company, is headquartered in New Jersey and provides a suite of healthcare technology and medical transcription services to more than 1,500 hospitals and large physician practices in the United States. Through the acquisition, CBaySystems Holdings Limited has become the world s largest medical transcription company. Because of the size of MedQuist compared to that of the CBaySystems Holdings Limited, the acquisition constituted a reverse takeover under the AIM Rules requiring an admission document and shareholder approval. Consequently, following the signing of the Stock Purchase Agreement the existing ordinary shares were suspended from trading on AIM on 22 May The re-listing was completed on 6 August Appleby advised on all BVI aspects of the acquisition and re-listing, including drafting board and shareholder resolutions, reviewing the re-admission documentation and the Stock Purchase Agreement.

6 KEY CONTACTS Warren Cabral Partner London +44 (0) David Clark Partner London +44 (0) Malcolm Moller Partner Mauritius OUR ORGANISATION Appleby is the leading provider of offshore legal, fiduciary and administration services. With an unparalleled presence in the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius and the Seychelles, the group offers advice on offshore law. We also have offices in the international financial centres of London, Hong Kong, Shanghai and Zurich. Over 800 lawyers and professional specialists deliver sophisticated, specialised services, primarily in the areas of Corporate and Commercial; Litigation and Insolvency; Private Client and Trusts; and Property. We advise global public and private companies, financial institutions, and high net worth individuals, working with them and their advisers to achieve practical solutions, whether in a single location or across multiple jurisdictions. Bermuda Guernsey Jersey Seychelles British Virgin Islands Hong Kong London Shanghai Cayman Islands Isle of Man Mauritius Zurich

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