Strategic Operations

When time comes for important operations of a strategic nature, it is very important to have the support and assistance of qualified and experienced advisors.  At Seamark we can proudly proclaim that we possess these characteristics, especially with regards to the following operations:

  • Business Recovery and Insolvency
  • Mergers and Acquisitions
  • Redomiciliation (Transfer of Registered Office)

 

Business Recovery and Insolvency

The first step before deciding the type of service to be offered is to assess and advise on the extent of the problem or issue faced by a business. This will provide the ground for deciding firstly whether a business is viable or not and then to determine the way to recover or close down.

If a business is viable we examine all options, providing constructive advice and supportive service, with clear and practical recommendations and solutions, in order to maximize the chances of a successful recovery.

Where it is not possible to overcome the hassles faced by a business, we offer solutions and services in order to handle its closure smoothly and efficiently.

With licensed Insolvency Practitioners as members of our team, we are able to take appointments and deal with a wide range of Business Recovery and Insolvency Services, including the ones briefly presented below.

a. Receivership

A Receivership is used for the purpose of enforcing a security on a debt. A receiver is usually appointed by a bank or other financial institution or creditor based on an agreement or financial instrument (such as bond or debenture) which incorporates a fixed and/or floating charge over the assets of a company. It is often the case that a perfectly viable business is being strangled because of a third party commitment and a Receivership offers the opportunity for an attempt to save the business, including in some cases the sale of it as a going concern.

We can act as a Receiver or advise a business where a Receiver is appointed by a creditor.

b. Liquidation

A company going for liquidation can be in a position to meet its financial obligations (solvent) or it can be insolvent. Starting from the latter, a winding up can take the form of a Court or Compulsory Liquidation or a Creditors Voluntary Liquidation.

For such cases we can offer the following services:

    • Act as a Liquidator on behalf of either the company or its creditors following the appointment of the Official Receiver
    • Prepare the Statement of Affairs
    • Attend the creditors meeting
    • Review a creditor’s claim against the company
    • Advise on retention of title rights

For what concerns solvent businesses the usual way to close down is through a Members Voluntary Liquidation. However, for very simple cases, for example where a company has been dormant throughout its existence, a Strike Off procedure can be used. You can find more about the two procedures in our related Infographic.

We can provide the following services for companies closing down either through a Members Voluntary Liquidation or a Strike Off procedure:

    • Act as the Liquidator of the company
    • Develop asset distribution plan
    • Handle the Strike Off procedure

c. Examinership

Examinership is a procedure which facilitates the exploration of all opportunities for survival for companies which are otherwise insolvent.

It involves the appointment of an Examiner to scrutinize the business and steer the company through a restructuring period, the purpose of which is to provide a breathing space.

On behalf of the company we can:

    • Assist a company in determining whether Examinership would be suitable for it
    • Act as the Examiner if nominated by the shareholders, directors or creditors
    • Advise and assist companies in preparing their application to the Court for the appointment of an Examiner

 

Mergers and Acquisitions

In any jurisdiction, industry or segment, Mergers, Acquisitions, Demergers, Partial Divisions and similar operations present formidable challenges and risks.

Clients seeking to acquire a business, have to deal with identifying, evaluating and assessing potential targets based on criteria and requirements.

For clients on the sell side, the main aspects relate to the identification and resolution of any issues before the business is marketed and the presentation of a uniform set of information to interested parties.

There are also common issues to be considered related to various phases of the process, such as the due diligence and the negotiation.

Our services for clients on the buy side include the following:

    • Target screening and approaching
    • Financial modelling and business valuation
    • Financial and tax due diligence
    • Negotiation support
    • Drafting or Review of Sale Purchase Agreements (SPAs)
    • Post-merger/acquisition integration services

For what concern clients on the sell side, we can assist on the following:

    • Due diligence exercise
    • Preparation of Information Memorandum (Teaser)
    • Promoting the proposition
    • Development of the structure of a deal
    • Negotiation support
    • Transaction closing and post-closing support

 

Redomiciliation (Transfer of Registered Office)

Redomiciliation is the process through which a company can shift its domicile from one jurisdiction to another, by changing the country under whose laws it is registered, without losing its corporate identity.

You can find more about Redomiciliations in our dedicated feature, as well as in our relevant Practical Note, which can be provided upon request.

We can handle the entire process of a Redomiciliation for what concerns Cyprus and we can coordinate with the party handling the procedure in the transferor/transferee jurisdiction, depending on whether a company will be moving in or out of Cyprus.

 

It needs to be mentioned that irrespective of the restructuring operation to be followed, there are certain concerns which need to be addressed, such as the fact that the business involved must be up to date with its reporting and other obligations. This means that the accounting records of the company must be up to date, audited and filed with the Registrar of Companies. Furthermore, the company must be in full compliance with its tax and, if applicable, VAT and employment obligations and must pass through clearance procedures from the respective authorities before it can deregister or restructure, depending on the chosen option.