Osisko Gold Royalties Ltd (TSX:OR)(NYSE:OR) (“Osisko” or the “Company”) announced that it has entered into a definitive agreement with Orion Mine Finance Group (“Orion”) to acquire a high-quality precious metals portfolio of assets. ASW Law Limited acted as Bermuda legal counsel to Osisko Gold Royalties TSX:OR)(NYSE:OR) (“Osisko”) in Osisko’s acquisition of 74 royalties, streams and precious metal offtakes from Orion Mine Finance Group (“Orion”) for total consideration of C$1.125 billion, which acquisition involved the transfer of several Bermuda exempted companies held by Orion to Osisko.

The combination of Osisko and Orion’s portfolios will result in the Company holding a total of 131 royalties and streams, including 16 revenue-generating assets. The Company’s cornerstone asset remains the 5% net smelter return (NSR) royalty on the world class and long-life Canadian Malartic gold mine (Canada’s largest producing gold mine) and its 2 to 3.5% NSR royalty on the world class Éléonore gold mine. Through the Transaction, the Company gains a 9.6% diamond stream on the Renard diamond mine and a 4% gold and silver stream on the Brucejack gold and silver mine, all of which are new high-quality mines in Canada, in addition to a 100% silver stream on the substantial Mantos Blancos copper mine in Chile.

The team at ASW Law Limited was led by Neil Horner (Director, Head of Corporate) and Kim Willey (Senior Counsel, Consultant), and included Rebecca Vernon (Counsel) and Samantha Saunders (Associate). ASW Law Limited is a leading, specialist corporate and commercial law firm based in Bermuda, and has a depth of experience providing Bermuda legal advice in significant cross-border transactions involving listed companies.

Mobeus Equity Partners (Mobeus) has backed the management team of West Midlands based Arc Specialist Engineering (Arc) in a buyout of the Group. The investment in Arc is Mobeus's latest and largest from its recently raised institutional fund and its fourth in the 12 months since the fund’s first close.

Arc is Europe’s largest producer of high quality non-stick coated steel for the bakeware industry through its Cooper Coated Coil (CCC) division. In addition, it is the UK market leader in the production of rolled steel products for the fenestration industry through its EWS division.

The buyout of Arc sees Mobeus backing Arc’s management team to lead the Group into the next stage of its development. Arc’s senior management team includes Chief Executive Officer Andy Richardson, Group Finance Director Chris Manamley, CCC’s Managing Director Kevin Tranter and the Managing Director of EWS, Merv Richards.  Industry veteran Nick Ward will assume the position of Chairman of Arc on completion. The deal was introduced to Mobeus by Ray Harris of Odyssey Corporate Finance, who represented Management in the transaction.

Richard Babington, the Mobeus Partner who led the transaction said, "We are delighted to be backing an extremely high quality team at Arc. I am incredibly excited about the potential for the Group to develop its market leading positions by continuing to invest in the expansion of its operations."

Freddie Bacon and Dominic Draysey also worked on the transaction for Mobeus, while RBS Invoice Finance provided bank debt for the deal.

Mobeus was advised on the transaction by Gowling WLG LLP (Andy Stylianou, Ragi Singh, Neil Hendron, Navin Prabhakar), Mazars LLP (Julian Clough, Adam Foster), CIL Management Consultants Ltd (Jon Whiteman, Laurence Ludgate), Cadence Advisory LLP (Karl Holmes, John Weedon), BDO LLP (Alistair Kirkbright) and Highwire Consulting Ltd (Annie Gray, Sandra Aldridge).

In addition to Odyssey Corporate Finance, Management were advised on the transaction by Higgs and Sons (John Heaton and Jody Webb).

 Erhvervsinvest acquired a majority stake in Bogballe, a leading manufacturer of mounted mineral fertilizer spreaders. Plougmann Vingtoft assisted Erhvervsinvest with a due diligence analysis of the IPR aspects related to the acquisition.

Bogballe was founded in 1934 and has since the 1950’s been manufacturing mounted mineral fertilizers and is today leading within its niche.

The company is located in Bøgballe between Vejle and Horsens and employs 60 people.

“The strategy has for many years been to make the world’s best fertilizer spreaders. I can only thank the strong team of dedicated employees for the fact that we at the same time have been able to realise stabile results. I am happy to be part of a healthy and exciting company, where an attractive portfolio of products, modern facilities and a fantastic employee spirit, also in the future will create attractive results.
“I look forward to a new and exciting chapter in Bogballe’s history together with Erhvervsinvest” says Nils Jørn Laursen, CEO in Bogballe, who will continue in his current role and with an increased ownership share.

Bogballe runs a highly efficient and high-tech production, and the company’s products are sold through distributors to farmers all over the world.

Erhvervsinvest invests in small and medium-sized Danish companies. The investment in Bogballe is the first in Erhvervsinvest IV.

The investors in Erhvervsinvest are amongst others: Nykredit, Argentum, AP Pension, Danica Pension, Spar Nord Bank, Sparekassen Kronjylland, Fagbevægelsens Erhvervsinvestering, and CW Obel.

Legal adviser: Dan Moalem from Moalem Weitemeyer Bendtsen.

Energy Hunter Resources, Inc., an exploration and production company with a balanced portfolio of oil and natural gas properties located in the Permian Basin and Eagle Ford Shale regions and headquartered in Dallas, Texas (www.energyhunter.energy), announced that it entered into a definitive agreement with Lubbock Energy Partners, LLC to acquire approximately 9,413 net acres located in the San Andres oil play of the Central Basin Platform portion of the Permian Basin in a 50/50 cash and restricted stock transaction valued at approximately $22.6 million.

The transaction, is subject to satisfaction of customary closing conditions. Energy Hunter Resources expects to fund the cash portion of the transaction through an offering of common stock under Regulation A+, which it anticipates launching in the near future. Upon successful conclusion of the Regulation A+ Equity Offering, Energy Hunter Resources plans to begin trading its securities on the NASDAQ Capital Markets Exchange under the ticker symbol (NASDAQ: EHR).

Jessup Energy Land, LLC** (JEL) provided the land due diligence services for this acquisition.  Greg Jessup, CPL, as Principal of JEL, and Stephanie Sullivan, CPL, Project Manager, headed up the land team.  Brian Burgher, SVP Land & Business Development for Energy Hunter Resources, Inc. (EHR) was instrumental in keeping our crew informed and on track to complete our responsibilities in a timely and accurate manner. Duane Morris acted as Legal Adviser.

A spokesperson for JEL said: “We covet our long term relationship with Gary Evans and his management group and look forward to many more successes with EHR!”

 **Jessup Energy Land is a Petroleum Land Services company that is about the details. We strive to meet and exceed our clients' expectations by developing professional relationships based on the foundation of honesty, integrity, transparency & trust. We work to provide the integration of our value-added services & solutions with the existing business model and commitment to details & excellence yielding enhanced quality, productivity& the overall bottom line for our clients.  Our clients cover the gamut from E&P companies to Law Firms and individual attorneys (O&G, Title, Trust, Probate, Real Estate, Corporate, Water Rights & Litigation), Financial Institutions, Capital Providers, Private Investors and Mineral & Royalty Owners.  JEL will handle your acquisition & divestment, due diligence and curative needs as well as assist in obtaining market value prices for oil & gas properties.  Greg Jessup brings 40 years of land experience and a background that includes over $2B in divestments and acquisitions. Call us at 972-571-8198 for a consultation or send an email to jessupg@sbcglobal.net

Wolf Theiss Bucharest and Warsaw, working alongside Radulescu & Musoi, have advised Poland's Credit Value Investments asset management company on its EUR 12 million investment in Impact Developer & Contractor. Impact Developer & Contractor were advised by PeliFilip and Linklaters.

Radulescu & Musoi assisted Credit Value Investments, a Polish asset-management company, in the EUR 12-million bond financing of Impact Developer & Contractor SA.

“Among others, we prepared the legal due diligence reports on important real estates pledged as collateral, we have drafted the mortgage agreements, participating into negotiations and assisting the notary public with the formalities of registration of the securities in the land register and in the electronic archive for secured transactions.

“The team included Roxana Musoi and Carmen Banateanu, two of our firm’s partners, along with Anca Constantin, one of our senior associates”, said a spokesperson from Radulescu & Musoi.

This is the first investment by CVI in Romania. "We are proud that we can support Impact in their initiatives to contribute to the development of the real estate sector in Romania," said CVI’s Ciprian Nicolae.

Wolf Theiss's team consisted of: Polish Senior Associate Dariusz Harbaty, Attorney-at-Law Stefan Feliniak, and Associate Piotr Ziolkowski, working alongside Romanian Counsel Claudia Chiper.

The PeliFilip team consisted of: Partner Alexandru Birsan and Senior Associates Ana Andreiana and Alexandra Manciulea.

Linklaters' Warsaw-based team was supervised by: Partner Daniel Cousens and led by Managing Associate Szymon Renkiewicz, supported by Associates Piotr Zbyszynski, Magdalena Szewczyk, Maciej Pietron, and Karol Macias.

Shearman & Sterling advised General Electric on the transaction concluded in order to combine its Oil & Gas - Nuovo Pignone division with Baker Hughes, which led to the creation of Baker Hughes, a GE Company.

The transaction, which from an Italian tax law perspective presented some particularly complex issues, was worth approximately $32 million in total.

General Electric was advised by Shearman & Sterling Milan’s team, who also provided advice to GE on the regulatory procedures to be carried out with the Italian Government under the Golden Powers legislation. The team was led by partner Fabio Fauceglia, and also included counsel Tommaso Tosi, associate Giovanni Cirelli and trainee Umberto Milano.

Tremonti Romagnoli Piccardi e Associati advised GE on the fiscal aspects of the transaction, with their team composed of partners Lorenzo Piccardi and Cristiano Caumont Caimi, and associate Giulio Tombesi.

Australian company Aristocrat Leisure Ltd. (ALL.AX) announced that it has acquired Israeli social gaming developer Plarium Global Limited for $500 million cash.

The deal is expected to close before the end of this year in December; DLA Piper, who worked together with global counsel Herzog Fox & Neeman to advise Citi (sole financial adviser) on its provision of financial advice to Aristocrat Leisure, had described it as "likely to be one of the largest deals of its kind within the Israeli market."

DLA Piper stated: “Aristocrat Leisure Limited, is one of the largest manufacturers of gaming solutions in the world. Plarium Ltd, headquartered in Herzliya, Israel, is a social gaming developer with over 1,200 employees worldwide with offices in the US and Europe, including Ukraine and Russia.”

Plarium’s CEO and Cofounder Avraham Shalel will continue to lead Plarium after the acquisition.  Shalel said, "I am very proud of the success we have achieved since establishing the business in 2009. The hard work and efforts of Plarium’s employees have positioned Plarium as a world class mobile game publisher. Aristocrat is an ideal partner for us given our common aspiration to be a global leader in social gaming, which will be accelerated through leveraging Aristocrat’s financial, strategic and operational resources."

Anna Walker, Associate Director for Global Risk Analysis at Control Risks, led a jurisdictional risk review for Aristocrat to support this acquisition.

Dr Stephen Wright worked as a consultant physician at the Hospital for Tropical Diseases (HTD), one of the hospitals that comprise University College London NHS Foundation Trust, for almost 30 years. During that period he spent three years in Saudi Arabia at the Medical School in Riyadh and had previously worked in Nigeria and Nepal. He has been involved as an expert witness over a wide range of tropical and imported diseases: melioidosis, schistosomiasis, brucellosis, gastrointestinal infections, Lyme disease and malaria. With malaria is probably the most important tropical infection that he has provided opinions about acting for the Claimant and the Defendant in different cases, Stephen discusses more about tropical diseases and the law.

At what point would you recommend clients to take legal action?

When there has been an adverse outcome for a patient it is essential that a doctor should provide an adequate explanation as to the causation of this outcome. Increasingly practitioners are advised to offer an apology where that is due and to discuss events with the patient or their family. In the context of infections it is usually delay in appreciation of the severity of a patient’s condition or in referral that leads to circumstances in which a patient or their family should seek recompense through legal action.

As with so many problems that arise in practice, doctors ought to listen to the patient, consider what they present with and communicate what you intend to do and why. Problems arise in so many situations when doctor and patient are not on the same wavelength. Doctors should always seek advice when they need it.

How has your international experience enhanced your medical ability, especially in tropical medicine?

It is valuable for practitioners in many fields of medicine to have spent time working in the tropics. In the last year I heard an inspiring lecture by an orthopaedic surgeon who had worked at hospitals in tropical Africa. I, like him, have gained valuable experience from working in West Africa, Asia and the Middle East, which has given me insights into late presentations of diseases that are described in the books but not often seen in the UK.

While I do not undertake clinical duties there, I have been involved in teaching the postgraduate East African Diploma in Tropical Medicine & Hygiene course (London School of Hygiene & Tropical Medicine) for over six years in Uganda. I have worked as a tutor on field trips. This has been of great value to me in giving me first hand experience of East African sleeping sickness and in more recent years the impact of schistosomiasis (bilharzia). This year I will be involved in developing a new field trip module on infections acquired from animals, zoonoses.

How has the field of tropical medicine progressed over the years? Due to more people actively travelling abroad, and medical advancements, do you think this progression has changed legal cases taken to court?

The scope for diagnosis of imported infectious diseases has increased as the range of diseases recognised in the tropics has increased. Fortunately, deaths due to falciparum malaria in the tropics, particularly Tropical Africa, have declined over the past two decades as progress has been made in prevention of infections with impregnated bed nets and the introduction of new antimalarial drugs, particularly the artemesinins. Well tolerated, malaria prevention medications are available and doctors, particularly in general practice, may be called upon to advise on what to take. Providing travel health advice requires more than just looking up recommended vaccines and prescribing an anti-malarial.

During holiday travel to exotic parts of the world a normally cautious traveller may cast aside their usual patterns of behaviour. Time taken in giving travel advice is frequently not remunerated but is immensely important for the traveller. I stress again what I said earlier: if a patient says, “Could I have malaria doctor?” err on the side of doing an urgent blood test for malaria or arranging urgent referral for hospital assessment, rather than not.

Aside from objectivity, what do you think makes a good Expert Witness?

When approached about a case I ask myself if I can honestly add value by giving an opinion. Knowing my limitations is something that has governed my responses to requests. A good expert witness would never take on a case just because they are offered it. They should know the areas in which they can claim expertise.

When I was asked to provide a list of areas in which I consider myself “expert” in, I listed eight or 10 topics/conditions/infections in which I believed that I could provide an expert opinion. Over my years of NHS consultant practice I have seen a wide range of patients with a wide range of imported infections as well as ubiquitous infections that could be acquired anywhere. I would not consider myself to be expert in all of them.

Dr Stephen Wright

Consultant

stephenwright1@doctors.org.uk

Dr Stephen Wright worked as a consultant physician at the Hospital for Tropical Diseases (HTD), one of the hospitals that comprise University College London NHS Foundation Trust, for almost 30 years. His particular areas of interest have been gastrointestinal infections including giardiasis and amoebiasis. His time in Riyadh gave him experience of brucellosis and he has also had much experience of schistosomiasis, bilharzia. During his years at the HTD, he managed a wide range of imported infection arising from travel and overseas residence. In the last 20 years, he has gained experience of Lyme disease and have a very active interest in this condition. While he retired from NHS practice in 2010, he continues in private practice seeing patients at King Edward VII Hospital, Sister Agnes, London W1G 6AA.

The work of offshore trustees, and the UK lawyers they work with, is more challenging than ever. With a global emphasis on greater transparency, and continued pressure on revenue authorities to increase the tax take, the fiscal and regulatory burden keeps growing. Nerine Group of Fiduciaries In-House Legal Counsel Mark Biddlecombe examines the new reality for UK lawyers and considers the pitfalls and dangers associated with not keeping up-to-date with the raft of changes impacting their private clients.

There has been a significant shift among the judiciary in recent years in attitudes to what is seen as aggressive tax planning. This reflects a social and political environment that regards much tax planning as morally suspect. The courts are much more inclined now to interpret tax legislation in a way that reflects the aims of the government of the day.

This has been evident in two recent cases. The first was the Supreme Court decision in the Rangers Football Club case where, contrary to expectation, the HMRC’s arguments over the “suspect” tax efficiency of an employee benefit trust prevailed sparking wide-ranging consequences for many other schemes – a point HMRC have been quick to advertise.

Very shortly afterwards, a decision of the First Tier Tax Tribunal took a very strict view on principles of mind and management of offshore companies. Although the facts were unusual, the Development Securities decision means offshore practitioners and onshore advisers will have to think very carefully about how every decision they make – and the background to it – might be scrutinised if the result is to obtain a tax advantage.

In this case, having considered the records and the background to them, the tribunal concluded that the offshore directors did not make a key decision at all; they merely rubber stamped a decision already made by the UK parent. In doing so, the tribunal stressed that recorded board minutes were less important evidentially than handwritten notes of the person recording the board meetings.

Without doubt it was material to the decision that the offshore company was formed to do one thing and one thing only (to acquire an asset for more than it was worth and trigger a tax loss) but practitioners should take heed of the trend these two cases demonstrate.

Another area UK lawyers have to keep constantly under review is the demand for ever greater transparency. Jurisdictions all over the world – onshore and offshore – have to implement beneficial ownership registers as part of a wider international commitment to improve transparency. Offshore trustees have to keep an eye on what is happening elsewhere, not just their own rules.

In the UK for example, the requirement to provide information about the ultimate beneficial owner of UK residential property owned by an offshore entity is reasonably well known.

Less widely understood is the impact of MiFID II. While technically not applicable to trustees based in non-EU countries, this initiative will have an impact where they are using counterparties – brokers, investment managers etc – who are EU-based or who are a branch of an EU institution. In these circumstances, from 3 January next year, trusts or investment companies will not be able to trade in EU financial markets unless they have  obtained (and maintain) a Legal Entity Identifier (LEI).

A third example is the UK Trust Register. The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the regulations), which came into force on 26 June this year, introduce the much-touted register of beneficial ownership of trusts (which will be accessible only by law enforcement and regulatory authorities) and also introduce a customer due diligence (CDD) regime for trust and company service providers and other financial institutions in the UK.

The regulations require that HMRC maintain a register of beneficial owners of relevant trusts (the register). Note that the term beneficial owner includes most people connected to a trust including the settlor, trustees, beneficiaries and any individual who has “control” over the trust.

Non-UK trusts which would normally not be within scope of the UK legislation will become a relevant trust if the trustee itself has a UK tax liability or a UK tax reporting obligation. Once a trust is on the register the trustee will have an ongoing obligation to keep the register updated and will also have an obligation to disclose information about its beneficial ownership to third parties with whom it contracts.

These examples demonstrate the changing landscape of advice required by onshore counsel and serve as a reminder of the arduous regulatory burden and the active role professional offshore trustees play in deciphering the complexities. This level of understanding, and the costs associated with compliance, is ever-increasing; these costs are money well spent in ensuring that clients are protected and advised appropriately.

Mark Biddlecombe LLB ACIB TEPIn-House Legal Counsel
+44 1481 701300
Mark.Biddlecombe@nerine.com
www.nerine.com

Mark joined Nerine in May 2010 and was subsequently appointed to the Guernsey board and group board. Qualified as both a barrister and solicitor, Mark is a full member of the Society of Trust & Estate Practitioners (STEP) and has worked in the Channel Islands, Asia and London. As Nerine's In-House Counsel he has devoted his career to looking after the interests of international high net worth individuals and their families. Mark is passionate about both his family and Nerine's clients. He loves creative writing and golf and anything that allows him to exercise his competitive streak.

Nerine’s owners and managers have worked together for more than 30 years with client and adviser relationships almost as long. Our commitment is to serve the interests of our clients with care and skill.Nerine is well established in key locations around the world, in complementary time zones, offering fiduciary services from Guernsey in the Channel Islands, the British Virgin Islands in the Caribbean, Geneva in Switzerland, Hong Kong and Delhi in Asia.

Jan Morgenstern is Founder and Managing Partner of MORGENSTERN (www.m-kanzlei.de), a German law firm which is highly specialised on Information Technology and Data Protection in the international context. Stepping beyond the borders of isolated legal advice and services Jan Morgenstern noticed very soon that with regard to Information Technology and Data Security there are a lot of technical aspects you have to deal with very deeply. On the other hand, as a company it is not only legal advice that secures the company´s systems and IT infrastructure. So, Jan Morgenstern founded another firm which is completing the missing technical and IT-Security aspects: MORGENSTERN consecom GmbH (www.m-consecom.de), a consulting firm which is specialised in IT-Security. It was Jan Morgenstern’s idea to provide companies with full service on IT with the very special focus on Data Protection and IT-Security.

With technology making rapid developments, what has been the biggest change that has heavily impacted the legal sphere?

The overwhelming success of cloud computing and software as a service-products as well as mobile solutions in any context, big data and the Internet of Things have changed the reality in today´s business world fundamentally. Some years ago, there were only advantages everybody was talking about. Talking about risks in the same context was not “fancy” and no one seemed to care. But now this is completely changing: especially within the EU the General Data Protection Regulation taking effect in May 2018 is setting up very strict legal provisions concerning data processing and data protection.

How had this affected your clients?

Being compliant with legal provisions with regard to data protection and IT-security is no longer only a formal aspect. From the company`s point of view it is simply necessary and a mandatory act of self-defence. Hacker attacks in everyday news and the “Snowden- effect”, as well as the EU General Data Protection Regulation, are forcing companies and managers to build up a data protection management system which includes effective measures in IT-security.

How have internet apps, such as Instagram and Snapchat, affected copyright? What would you advise your clients to do in order to protect their work and company name?

Copyright infringement has been increasing since the internet became part of today’s reality; or, at least using the internet makes it much easier to act illegally. It is so easy: just copy and paste. It is not just about apps like Instagram and Snapchat. In general, companies should care more about what their employees do with regard to the internet, apps and social networks. There should be a clear guideline that gives the employees a binding framework: the protection of copyrights could be one important topic, but not the only one.

Which industry do you think has been the slowest at grasping the importance of effective IT services and contracts?

I think there is no industry that could be especially mentioned. It depends more on the awareness of the management. There are also some regional and maybe even cultural differences. Within the EU for example data protection is of high significance. Stepping beyond the borders of the EU there is partially a totally different approach. I think this is one of the great challenges: getting the different regional legal frameworks put together and making IT work how it should – international and worldwide.

With changes with data protection, what new challenges do you foresee for your clients?

For EU companies the major challenge will be to be compliant with the EU General Data Protection Regulation. The penalties that could be imposed are really threatening: we are talking about up to 20 Million EUR. For companies out of the EU it will be more or less the same challenge, because an EU based company that is transferring personal data out of the EU, is risking high penalties without checking and contractually specifying an adequate level of data protection. Concerning worldwide networked IT there are mutual efforts needed – within and outside the EU, in contractual and technical respects.

Jan Morgenstern
IT Law Specialist Attorney
Maximilianstraße 49
D-67346 Speyer, Germany
phone +49 62 32 - 100 119 – 0
jan.morgenstern@m-kanzlei.de
www.m-kanzlei.de

Lawyer and attorney for IT law Jan Morgenstern, the Managing Partner of MORGENSTERN Rechtsanwaltsgesellschaft mbH, advises national and international corporations and corporations as a nationwide expert in the development and implementation of data protection organisations and IT compliance management systems. Other areas of expertise include trademark law, copyright law, competition law and IT compliance.

The firm support companies from the start-up phase or a new market entry through the establishment and expansion of their business models to potential company acquisitions.

Their lawyers are at your side as consistent representatives in formal legal and judicial procedures as well as in mediation and arbitration negotiations as well as in complex contractual negotiations. Even beyond a specific, acute need for consultation, they are available to you as a permanent, highly specialised supplement to your in-house team or as an outsourced legal department.