Welcome to the first 2025 edition of our quarterly BVI Corporate Review.
The first quarter of 2025 saw continued strong activity in the BVI. Our corporate legal team advised on key transactions in the jurisdiction while also assisting clients in understanding the many legislative changes to companies law over the quarter.
Regulatory Developments
As outlined in our last review, important changes to BVI companies law came into effect as of 2 January 2025, including the new BVI beneficial ownership reporting rules. Further information on this and the other key regulatory changes can be found in our publication Recent Amendments to BVI Company Law: Key Changes. Companies incorporated prior to this date generally have a 6 month transitional period in which to comply.
Headline Transactions
BBB Foods (NYSE:TBBB) secondary share offering on the New York Stock Exchange
Among deal highlights, the Conyers team advised BBB Foods (NYSE:TBBB) on a secondary offering of its shares on the New York Stock exchange. Under the terms of the underwritten public offering, existing shareholders of BBB Foods sold 21 million shares for an aggregate price of US$593.25 million. BBB Foods is one of the fastest growing retailers in Mexico, opening a new store every 18 hours in 2024. The company listed on the New York Stock Exchange in February 2024 with a market capitalisation of approximately US$2.2 billion that has since grown to approximately US$3 billion, making it the second largest BVI listed company. LatinFinance recently named BBB Food's IPO as its Initial Public Offering of the Year.
Partner Anton Goldstein and Associate Nina Goodman advised on the secondary offering alongside Simpson Thacher & Bartlett LLP as US counsel and Greenberg Traurig, S.C. as Mexican counsel. All three firms previously advised BBB Foods in connection with its IPO.
InvestAcc Group Limited acquisition of AJ Bell's Platinum SIPP and SSAS business
The team is also advising InvestAcc Group Limited, a leading UK specialist pension administrator, in connection with its acquisition of AJ Bell's Platinum self invested personal pensions (SIPPs) and small self administered schemes (SSASs) business. The acquisition, which consists of 3,562 schemes with £3.2 billion in assets under administration (AuA) and a high-net-worth client base reflected through an average SIPP account size of approximately £670,000, brings InvestAcc Group's total AuA to over £8.5 billion across 16,000 SIPP and SSAS accounts. The Platinum SIPP and SSAS business provides bespoke, high-quality pensions expertise and SIPP and SSAS administration to the high net worth segment.
The transaction is expected to complete in the second half of 2025 following the extraction, migration and integration of the Platinum SIPP and SSAS clients onto InvestAcc's platform with a maximum consideration of £25 million.
Partner Rachael Pape advised on the transaction, working alongside Travers Smith LLP.
Thought Leadership
This quarter features an article on the African mining industry, an increasingly attractive destination for many global mining companies.
Incorporation Statistics
The Conyers BVI Corporate Review regularly includes the most recently available information on new BVI incorporations, total active BVI entities and registered investment funds. We hope this data provides a useful snapshot of the BVI market.
https://www.bvifsc.vg/library/publications/q4-2024-bvi-fsc-statistical-bulletin
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
