Oct 2024
Welcome to the Conyers BVI Corporate Review for Q3 2024. In this edition we cover the upcoming annual return filing deadlines for BVI companies, recent headline transactions, recent publications and British Virgin Islands incorporation statistics.
Annual Return Filing Deadlines
BVI companies are now required to prepare and file an “annual return” with their registered agent containing a basic balance sheet and income statement. This annual return is in addition to the economic substance filing. The first filing deadline (for companies with a financial year end of 31 December) was 30 September 2024. BVI companies should therefore act urgently to ensure that they are in compliance with this new requirement.
For companies with other financial year-ends, the filing must be made no later than 9 months after the relevant year-end. The most common first deadlines are set-out in the table below:
| Financial Year End | First Filing Deadline |
| 31 March 2024 | 31 December 2024 |
| 30 June 2024 | 31 March 2025 |
| 30 September 2024 | 30 June 2025 |
Further information regarding preparing and filing annual returns can be found in our recent Client Alert BVI Annual Returns: Preparation for Upcoming Deadline
Headline Transactions
Conyers Advises Marwyn Acquisition Company II Limited on its Acquisition of InvestAcc Group Limited for GBP41.5 million
Marwyn Acquisition Company II Limited announced in June 2024 its plan to acquire leading pension services provider InvestAcc Group Limited. Conyers is advising on the acquisition, which will be effected via Marwyn’s subsidiary MAC II UK Limited and is valued at GBP41.5 million. The deal represents an enterprise value of approximately GBP36 million on a cash-free, debt-free basis. As an award-winning provider of self-invested personal pension (“SIPP”) and small self-administered scheme (“SSAS”) services in the UK, InvestAcc is considered an optimal driver of shareholder value, presenting a highly attractive opportunity for institutional investors.
Partner Rachael Pape worked alongside Addleshaw Goddard LLP on this matter.
Conyers Advises Ventura Offshore Holdings Ltd. on its Listing on Euronext Growth Oslo
Oilfield service provider Ventura Offshore Holding Ltd. has had a busy start to 2024, with its admission to trading on Euronext Growth Oslo (the third listing of the year on Oslo Børs’ markets), the acquisition of all outstanding shares in Universal Energy Resources Inc. (a BVI company), the completion of a private placement of shares of Ventura Offshore raising proceeds of US$170 million, and the issuance of senior secured bonds totalling US$130 million by Ventura Offshore Midco Ltd. Conyers provided Bermuda and BVI law advice to Ventura Offshore on the transactions.
Partner Anton Goldstein and Associate Nina Goodman from Conyers BVI office, and Director Guy Cooper, Senior Associate Andrew Barnes and Associate Sophia Collis of Conyers Bermuda office worked alongside Norwegian firm Thommessen.
Conyers advises Turaco Gold Limited on West African Mining Acquisition
This April, Australia-based gold exploration company Turaco Gold Limited (ASX: TCG) (“Turaco”) completed its acquisition of an initial 51% interest in Taurus Gold Afema Holdings Ltd, the 100% owner of Afema Gold SA which holds the Afema-granted mining permit. The Afema Gold Project, located in Cote d’Ivoice on the Ghanian border, encompasses two world class Ghanian gold belts and is considered to have tremendous exploration potential. Conyers advised on the deal, in which Turaco issued 46.5 million shares (escrowed for 12 months) and made a US$1.5 million payment to Endeavour Canada Holdings, a subsidiary of Endeavour Mining Plc (“Endeavour”). As a result of the acquisition, Endeavour has become a roughly 7% shareholder in Turaco.
Counsel Nicholas Kuria of Conyers’ BVI office and Associate Oliver Cross of our London office advised on the transaction, working alongside Gilbert + Tobin, Perth.
Publications
The Conyers BVI Corporate practice regularly publishes articles covering a range of pivotal issues and developments impacting offshore entities and the BVI. This quarter, these have taken the form of an updated chapter in the International Comparative Legal Guide (ICLG) on Aviation Financing and Leasing in the BVI as well as articles on our market-leading mining, oil and gas practice and insurance legislation applicable in the BVI.
Incorporation Statistics
In an overview of the BVI market, every quarter we provide information on the numbers of new BVI incorporations, total active BVI entities and registered investment funds. Below are the figures as at 30 June 2024.
https://www.bvifsc.vg/sites/default/files/q2_2024_statistical_bulletin.pdf
Source: Statistical Bulletin of BVI FSC.
Source: Statistical Bulletin of BVI FSC.
For more information please connect with your usual Conyers contact or one of the team members listed below.