Speechly Bircham is advising longstanding client Kryso Resources Plc on the proposed establishment of a new holding company incorporated in the Cayman Islands for the Kryso group of companies.

On 24 May 2013 Kryso Resources Plc shareholders approved the recommended proposals to establish a new holding company for the Kryso group, which has been incorporated in the Cayman Islands, by way of a court-approved scheme of arrangement and associated reduction of capital.

The principal reasons for Kryso wishing to undertake the scheme are:

  * to reflect the fact that the holders of the majority of the company's issued shares, who are based in the People's Republic of China, are more familiar with Cayman holding company structures;
  * to facilitate M&A activity, in particular of non-UK corporate entities; and
  * to better prepare the Kryso group for any potential future listing on an alternative stock exchange in a foreign jurisdiction and associated fundraising (in particular on the Main Board of the Stock Exchange of Hong Kong Limited, which Kryso is considering).

Implementation of the scheme remains subject to the satisfaction of certain conditions. These include the Court making an order to sanction the scheme and to confirm the associated reduction of capital, which is expected to take place on 30 July 2013.

The scheme is expected to become effective on 30 July 2013. Once the scheme becomes effective, the new holding company will have its shares admitted to trading on AIM, and Kryso Resources Plc will be re-registered as a private company.

The Speechlys team advising on this transaction is led by partner Andrew Collins and comprises corporate associates Paul Arathoon, Jenna Robinson and Chris Manning and tax associate Jamie Crawford.

Ben Shaw of Erskine Chambers is also advising on this transaction.

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