Harneys advises LeniGas Cuba on reverse takeover of Knowlton Capital Inc

Harneys has advised LeniGas Cuba Limited on its reverse takeover of Knowlton Capital Inc. by way of a BVI scheme of arrangement, effective 12 July 2016. The restructuring will enable major foreign direct investment into Cuba’s growing economy.
Completion of the reverse takeover results in LeniGas Cuba becoming a wholly owned-subsidiary of Knowlton (re-named LGC Capital Ltd.) which will be listed on the Toronto Stock Exchange Venture Exchange as a Tier 2 investment company.
LGC Capital is one of the few public listed companies globally whose prime purpose is investing directly in the fast-growth Cuban economy. The enlarged group now has significant shareholdings in well-established businesses operating in the Cuban travel, events, TV and film production support, Human Resources, Cultural, Import & Export and oil and gas exploration sectors. Investment will take place directly through LGC Capital’s wholly owned subsidiary and specialist investment company, LeniGas Cuba. 
Harneys advised Leni Gas Cuba on British Virgin Islands law aspects of the deal, led by London Partner Rachel Graham and BVI Partner Andrew Thorp, and supported by Senior Associates George Weston.
Rachel Graham, Partner in Harneys’ London office, commented: “This deal highlights the vital role of offshore in facilitating much-needed investment to emerging markets, which fuels critical infrastructure growth and has widespread benefits to globalising societies. The Cuban story is an exciting one and this scheme was managed within a very tight timescale. It is exciting to be involved with such an innovative investment company – we will watch the Group’s investment and growth in the region with interest.”

LeniGas was also advised by Michael Bennett and Joan Yu of Kerman & Co. on English law matters, while Neil Weiner and Sebastien Bellefleur of Fasken Martineau’s Montreal office advised on Canadian law. 

Harneys previously advised LeniGas Cuba on its incorporation and listing on the ISDX Growth Market in late 2015. That transaction was believed to be the first ever app-based IPO with a number of subscription shares being offered over the Teathers platform. The Harneys lawyer involved in the 2015 transaction was Associate Fergal McLoughlin. Kerman & Co (Michael Bennett) provided English law advice to the Company.