Legal and tax structuring

The business structuring is a complex process including the development (planning) and further implementation of changes in the business structure and its various aspects.

The timely revision of the asset holding structure is the only way to mitigate multiple risks.

Within the framework of our projects Voronov and Partners LLP performs the following tasks:

  • Forming up the most efficient corporate structure taking into account the interests of each  owner;
  • Improving the structure directed to increase the attractiveness for potential investors, including banks;
  • Selection of effective, legal and safe tax planning tools; and
  • Identification and minimization of substantial and cumulative risks over the past periods (tax, property, other risks).

Relevant experience includes:

  • Led the integrated (legal, tax, accounting and environmental) compliance analysis on behalf of Shell of the contractor’s compliance with the Pearl Production Sharing Agreement.
  • Conducted the integrated due diligence of a mining subsurface user and related factory asset on behalf of a national mining company.
  • Advised a major Malaysian financial institution on establishing an Islamic bank in Kazakhstan;
  • Advised on establishment and reorganization of joint ventures in Kazakhstan, including analysis of issues on corporate, tax, antimonopoly and investment legislation;
  • Participated in pre-investment due diligence of Kazakhstani oil, telecommunication, textile, pharmacologic, municipal and other industrial enterprises on behalf of strategic investors;
  • Represented KCM as fund of funds in structuring and establishment of private equity funds (independent and captive financial sponsors) with such investors as EBRD, IFC, IPIC (UAE), Macquarie Renaissance, CITIC Capital Holdings, Aureous Central Asia Fund, Wolfensohn Capital Partners, Government of Tajikistan, Government of Kyrgyzstan etc. with total commitments ranging from USD80,000,000 to USD1,500,000,000;
  • Due diligence and drafting of the offering circular for the initial public offering by Kazakhstan Kagazy PLC in 2007 on the London Stock Exchange in the form of global depositary receipts for USD 273,500,000;
  • Due diligence, representation of the interests of issuers and drafting the offering circulars for KazTransGas, Intergas Central Asia, Development Bank of Kazakhstan, Bank Turan Alem, Halyk Savings Bank, ATF Bank, Nurbank, Temirbank, CNPC Aktobemunaigas and Kazakhstan Temir Zholy for guaranteed proposals of Euronotes issues on international borrowing markets from USD 100,000,000 to USD 850,000,000;
  • Advised EBRD on numerous debt and equity investments in Kazakhstan, including drafting and perfecting security packages and providing local law opinions;
  • Providing general advice on construction licensing, lease, purchase and sale of immovable property, banking service, antimonopoly and currency regulation.

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