Crystal Amber

£60m AIM listing of Crystal Amber Fund Limited

West Hill acted as financial adviser to Crystal Amber Fund Limited, a new activist fund predominantly investing in UK listed mid-cap companies. Crystal Amber Fund Limited is a Guernsey incorporated closed-ended investment company, managed by Crystal Amber Asset Management (Guernsey) Limited.

The fund was admitted to trading on AIM having raised £60 million. The focus will be on investing in companies considered to be undervalued and will aim to promote measures to correct the undervaluation.

West Hill performed the following services in connection with the launch of the fund:

  • Advised as to possible structures/domiciles for the fund and its investment manager
  • Assisted in the selection, instruction and co-ordination of other advisers including NOMAD/Broker, accountants, lawyers, tax adviser and fund administrator
  • Assisted the fund and investment manager in obtaining regulatory approvals and licences
  • Assisted in the preparation of the documentation used for marketing the fund to investors and other material documentation required for the launch of the fund
  • Identified and sourced potential investors and attended marketing meetings with such investors
  • Prepared cash-flow forecast analysis
  • Identified potential candidates to act as non-executive directors

Canopius Group

£164 million takeover of Omega Insurance Holdings

West Hill acted as joint Financial adviser to Canopius in a complicated and protracted public to private transaction completed in August 2012.The transaction involved a persistent effort to build a more substantial and diversified international insurance group by combining Canopius and Omega. Initially, we were responsible for introducing the idea, making introductions to the key stakeholders and related intermediation.

West Hill helped Canopius, along with its other advisers, to repeatedly restructure its proposal to remain value creating throughout a difficult and tumultuous time for Omega. During this time Omega’s net tangible assets approximately halved due in large part to exceptional catastrophic losses.

We also assisted in helping Canopius respond to a competing proposal for Omega, later lapsed, including liaising with Omega stakeholders. While the alternative proposal was, for a time, favoured by Omega’s directors, when problems emerged, Canopius was able to revive its discussions based on previous thorough due diligence and adroit negotiations.

Apollo and CVC

£889m acquisition of Brit Insurance N.V.

West Hill acted as joint financial adviser to Achilles, a company created by a consortium of Apollo Management and CVC Capital Partners, in a £889 million public to private acquisition of Brit.

The transaction promoted Brit’s ability to act decisively in different insurance market conditions by replacing disparate public shareholders with experienced private equity sector investors with different risk tolerances and greater ambitions.

A technically challenging transition, it involved an offer for the Dutch company subject to UK take over code as well as aspects of Dutch corporate law in addition to being subject to a number of regulatory considerations. The acquisition price represented a multiple of 1.0x estimated net tangible assets, a sizeable discount to prices generally paid in this sector.

KKR

$1.7 bn acquisition of Willis The largest public to private offer in UK Financial services.

West Hill acted as joint financial adviser and joint broker to Trinity Acquisition/KKR for the $1.7bn acquisition of Willis. Following extensive research on the opportunity we initiated the transaction and introduced the parties.

The transaction promoted Willis’ status as a strong independent insurance broker and its position as the ‘third force’ in a rapidly consolidating industry.

Six of the world’s leading insurers supported the transaction by investing equity and preference capital in the acquisition: AXA, Chubb, Royal & Sun Alliance, Tokio Marine and Fire, Travelers and The Hartford.

The transaction involved a simultaneous UK public offer and tender offer in the US. The subsequent IPO of Willis led to returns of over 1000% for equity capital providers.

Macau Property Opportunities Fund

£105m AIM IPO

An AIM listed (June 2006) Guernsey closed-end investment company formed to invest in commercial and residential property in Macau and the Pearl River Delta. The company is managed by Sniper Capital, a recently formed property investment manager.

West Hill and broker Collins Stewart raised £105m from institutional investors.

Acting as Financial adviser to the company, West Hill also project managed the listing process.

Macau is the largest gaming centre in Asia, rivalling the Las Vegas strip. It is the only legal gaming centre in the PRC. US Casino businesses including Wynn, Sands and MGM Mirage are investing heavily in the region. Average property values in Macau are at significant discount to nearby Hong Kong and other regional centres. The Manager is targeting developments with IRRs in excess of 20% pa.