Malcolm Moller is Managing Partner of the Mauritius, Seychelles and Shanghai offices. He is a member of the Corporate department and both the Insurance and Structured Finance teams. He specialises in advising financial institutions on financial regulation, regulatory capital issues, financial institution M&A, and insurance-related transactions. He advises on private equity funds, hedge funds, derivatives transactions and securities offerings, as well as a range of corporate and corporate finance transactions.
He has extensive experience representing corporations, financial institutions and other entities. His experience spans public and private M&A, credit, restructuring, bankruptcy, capital markets, fund formation and winding-up, a variety of strategic and advisory corporate assignments.
Malcolm has worked on a number of transactions for financial institutions, private equity and hedge fund clients, including Corsair, Wellington Management Company, LLP, Brevan Howard, Monsoon Capital, Black River Group, LaCrosse Global Fund Services, Platinum Equity, LLC, Goldman Sachs, Avago Technologies, Calyon Financial SNC, Commscope, Inc., Deutsche Bank AG, HSBC Group, Royal Bank of Scotland, AIG Group, New York Life International, LLC, DAMAC Holdings Co., LLC, Kerzner International Group, Citigroup, JP Morgan, Bank of New York, Morgan Stanley, Merrill Lynch, UBS A.G, Fortress Investment Group, Swiss Re, BNP Paribas, Credit Suisse, Axis Bank Limited, ICICI Bank Limited, Macquarie Bank Ltd, National Australia Bank Limited, Westpac Banking Corporation, Standard Bank Group, General Motors Corporation, Lehman Brothers Group, Intelsat Corporation, The Dai-ichi Mutual Life Insurance Company, Nedbank Group, Industrial Development Corporation of South Africa, Altirah Telecoms (the common investment vehicle of Altirah Capital and the Oppenheimer family´s private equity portfolio), Standard Chartered Bank Group, China Development Bank and Bank of Tokyo Mitsubishi UFJ.
His experience in credit transactions has included representing both banks and borrowers in multi-billion-dollar secured, unsecured and commercial paper facilities for companies. In addition, his experience has included advising on strategic, regulatory, corporate governance, and director and officer liability issues for clients.
Prior to joining Appleby in January 2003, Malcolm worked for Hardings Solicitors, Sydney, Australia, and Heath International Holdings Insurance Ltd (HIH Insurance Limited, formerly Winterthur International Insurance Ltd). He also worked at the London office of Clifford Chance, where he gained significant experience in corporate and insurance-related transactions.
He was admitted as a legal practitioner of the Supreme Court of New South Wales in 1998, solicitor and barrister of the High Court of Australia in 1999, a solicitor of England and Wales (non-practising) in January 2003, and solicitor and barrister of the Supreme Court of Bermuda in 2004. He was registered as a foreign lawyer in Mauritius in 2009 in accordance with the provisions of the Law Practitioners Regulations (2008). Malcolm also obtained a Master of Laws Degree in Corporate and Commercial Law from the University of New South Wales, Sydney, Australia in 2000.
Malcolm was described as a ´Notable Practitioner´ who is “responsive, dedicated and innovative” in the Chambers & Partners Global Guide 2019. He was recognised as a ´Highly Regarded´ lawyer in the practice areas of Capital Markets, Investment Funds, Restructuring and Insolvency, Banking, Project Finance and M&A in IFLR1000 2018. He was also recognised as a ´Leading Lawyer´ for Financial & Corporate and Energy & Infrastructure in IFLR1000 2017. Chambers Global 2015 noted his “ability to combine commercial expertise with legal understanding.” IFLR1000 named Malcolm as a ´Leading Individual´ in the 2014 edition for his Banking & Asset Finance and Restructuring & Insolvency work. He is described by clients as “efficient and proactive” in Chambers Global 2014.
Malcolm is a member of the Law Society of England and Wales (non-practising), the Bermuda Bar Association and the Law Society of Australia.
As a regular contributor on Mauritius-related articles, Malcolm’s writings have featured in numerous publications, including The Lawyer, The American Lawyer International Investment and Investor Services Journal. He also provides commentary to publications, including Legal Business and The Lawyer. He also regularly speaks at conferences and events. In addition, Malcolm recently contributed the Seychelles chapter to the Chambers and Partners’ “Fintech 2018” guide.
Some recent examples of work include advising:
- the Creditors of PT Bumi Resources on their USD 4.5 billion global debt restructuring. This matter was the largest debt restructuring deal in South Eastern Asia in 2017, and Appleby advised on all aspects of Mauritius, Seychelles and Cayman Law for the restructuring. In 2018 the deal won “Finance Deal of the Year: Insolvency and Restructuring” at The Asia Legal Awards, and “Debt Market Deal of the Year (Premium)” at the Asian Legal Business South East Asia awards. The deal was also recognised in the Asian-mena Counsel magazine’s assessment of the ‘Deals of the Year 2017’.
- Mauritius funding special-purpose vehicle Renascer Ltd, which is ultimately owned by the Republic of Mozambique, in relation to the refinancing of a term loan facility arranged to restructure Hidroeléctrica de Cahora Bassa S.A.R.L. by the acquisition of further shares in Hidroeléctrica de Cahora Bassa S.A.R.L. from the Government of Portugal
- Lehman Brothers in relation to applicable insolvency proceedings (both involuntary and voluntary winding-up) and directors’ duties advice under Mauritius law, to Lehman Brothers Opportunity Limited, a Mauritian entity, following a US$400 million creditor action initiated in the UK
- Sodexo SA in relation to the purchase of Indian-based Radhakrishna Hospitality Services Group, which services a prestigious client base in 22 states and employs 20,000 people across more than a thousand sites
- Intelsat in connection with a US$250 million telecommunications satellite investment dedicated to supplying telecommunications services to Africa in an innovative and very complex cross-border transaction involving several jurisdictions such as the USA, UK, France, Bermuda and Mauritius
- Avago Technologies in respect of US$1.1 billion credit agreement in relation to adding its Mauritian subsidiary, Avago Technologies Trading Ltd, as a guarantor to the existing facility; granting security in the form of a share pledge, floating charge, fixed charge and assignment agreement to cover the secured indebtedness; and as a party to the existing Senior Notes Indenture Agreement and the Senior Subordinated Notes Indenture Agreement
- Standard Bank Asia Limited in respect of a (syndicated loan) US$100 million facility agreement for the acquisition by the borrower (whose shareholders are Baring Private Equity Asia GP III Limited, International Investors and Deutsche Bank Private Equity) through its two Mauritian subsidiaries of shares in Courts (Singapore) Limited and Courts Mammoth Berhad, Malaysia
- Swiss Re in connection with the first securitisation of future profits from a portfolio of US life-insurance policies. The US$245 million issue benefits Swiss Re by transferring insurance risk to the capital markets, thereby increasing Swiss Re’s capital efficiency
- Certain individuals with outstanding careers as entrepreneurs, senior managers, life-science investors and dealmakers in connection with the formation of Celtic Pharmaceutical Holdings L.P, formed as a Bermuda-based private equity fund to pursue strategic investment opportunities in the pharmaceutical and biotechnology sectors of North America and Europe
- A number of large institutions in designing a risk-transfer structure between certain banks, insurance companies and the capital markets through finite risk reinsurance that combines risk transfer with a form of banking facility, in particular variant structure, where an insurance company agrees to pay premium to a reinsurer over a period of years. However, if losses under the policy arise early in the period the reinsurer will meet the claim up to a limit but recoup some proportion through a higher premium in subsequent years, and if the losses are lower than expected the parties will share any additional returns on the premiums which may accrue in the ´experience fund´ or the ´golden or diamond fund´
- A large financial institution in designing, structuring and implementing a premium financing programme wherein the financing activities are conducted through trust entities, which provides non-recourse financing to fund premiums payable under a deferred premium annuity contract and requires a lien solely upon the contract as collateral for such financing
Macquarie University, Sydney (Australia)
University of New South Wales, Sydney (Australia)
Corporate, Banking & Asset Finance, Corporate Finance, Derivatives, Funds & Investment Services, Fund Finance, Fund Governance, Insurance & Reinsurance, Listing Services, Mergers & Acquisitions (M&A), Structured Finance, Regulatory Advice
“[Malcolm] is a very well-regarded practitioner with extensive experience in representing private equity funds, hedge funds and numerous financial institutions. He is very knowledgeable about Mauritius law but more importantly he is commercial and good at giving succinct advice.”