A client who had been working with BNC FINANCE LLC for approximately five years approached us with a new investment objective. At the time, he was a relatively young investor, 35 years old, who regularly purchased ordinary registered shares through BNC FINANCE LLC in OJSC Manas International Airport, OJSC Kyrgyzneftegaz, OJSC Electric Power Plants, OJSC National Electric Grid of Kyrgyzstan, as well as shares of regional electricity distribution companies, including Oshelektro, Jalal-Abad Electric, and Severelektro. He also invested in shares of non-strategic companies.

On this occasion, the client informed us that he had been gradually acquiring shares in a regional food manufacturing company that owned a large land plot in the city center. Through these acquisitions, he accumulated approximately 28% of the company’s shares, making him the second-largest shareholder.

His ownership stake was sufficient to nominate and elect his representatives to both the Board of Directors and the Audit Commission. Subsequently, he reached an agreement with the company’s largest shareholder to receive ownership of a portion of the land. The parties reached a mutual agreement and held the required shareholders’ meeting; however, the meeting minutes were not prepared in accordance with legal requirements and were consequently rejected by the justice authorities.

Our engagement began at this stage.

After reviewing the complete set of corporate documents, we developed and coordinated with all interested parties a legally compliant structure for dividing the real estate assets and reorganizing the existing joint-stock company through the spin-off of a new joint-stock company.

As a result, we prepared comprehensive minutes of the Board of Directors’ meeting and, most importantly, detailed minutes of the Extraordinary General Meeting of Shareholders, ensuring that all mandatory legal provisions were properly reflected.

We then provided the client with a step-by-step implementation plan covering the establishment of the new Open Joint-Stock Company (OJSC), the registration of its founding share issuance, and the transfer of the real estate assets.

Upon completion of the reorganization process, we also developed the legal procedure for the exchange of shares between the largest shareholder and our client in the two newly separate joint-stock companies. The parties subsequently completed the share exchange independently.