• Advised the shareholders of Causeway Paints Lanka (Private) Limited (a reputed East Asian paint manufacturing group) when it was acquired by a Singapore based subsidiary of Asian Paints (International) Limited, Berger International Private Limited for approx. LKR 9 Billion. Our role as the legal advisors for the shareholders of Causeway extended to negotiating crucial commercial terms of the transaction with the buyer and drafting / reviewing the transaction documents.
• Advised Millers Brewery (a reputed and well-established company in the business of brewing, bottling, kegging, canning, marketing, distribution and selling of beer) when 100% of its shareholding was acquired by Lion Brewery (Ceylon) PLC.
• Advised a Singapore based Private Fund in the complete acquisition of a number of subsidiaries of ETI Finance Limited (engaged in the businesses of broadcasting, jewellery, films and theatres, tourism and hotel accommodation) for approx. LKR 11 Billion (USD 70 Million). Our role included the performance of due diligence on the target entities, and liaising with the relevant government authorities including the Central Bank of Sri Lanka, to obtain the requisite approvals to conclude the transaction.
• Advised a major Malaysian investor in respect of subscription of new shares, and performed due diligence on the Sri Lankan subsidiary of a major telecommunications infrastructure services provider.
• Performed due diligence and advised the Japanese Company Dentsu Aegis Network Ltd in the acquisition of the Grant Group of Companies (leaders in the Sri Lankan advertising industry) and also assisted in reviewing and commenting on the transaction documents.
• Advised and acted for Cargills Ceylon PLC, when it divested a significant stake in Cargills Foods Company (Private) Limited [the retail arm of Cargills Ceylon PLC] to International Finance Corporation.
• Advised and assisted Lafarge Mahaweli Cement Pvt Ltd in its merger with Holcim Lanka Ltd and continued to advise Lafarge when it was acquired by Thailand’s Siam City Cement (Lanka) Ltd.
• Acted and assisted the established investor, recently, in the 100% acquisition of a leading education services provider in Sri Lanka providing degree programmes from major UK based universities; our services included the performance of complete due diligence on the target group, negotiations with the counterparty, and drafting of the transaction documents.
• Advised and assisted in the amalgamation of Timex Garments (Pvt) Ltd and Fergasam Garment Industries (Pvt) Ltd.
• Retained by Kintetsu World Express (S) Pte Limited, a leading freight forwarder in Singapore, to provide comprehensive advice on the local investment. The nature of engagement includes a review of the Foreign Exchange laws, industry specific laws and regulations, including further advice on protection of minority interest rights and drafting transaction documents.
• Legal advisors of Mitsui Sumitomo Insurance Co. Ltd, a major insurance company based in Tokyo, in relation to their investments in Sri Lanka in the largest private sector insurance company in Sri Lanka.
• Acted and advised in the acquisition of day old chicks business of Christambo Farms by Three Acre Farms Limited.
• Acted and assisted the investor in the 100% acquisition of the Ceyline Group of Companies; our services included the performance of complete due diligence on the target group, negotiations with the counterparty, and drafting of the transaction documents
• Retained by a leading investment company to conduct a complete due diligence exercise on TVS Lanka (Pvt) Ltd, a local subsidiary of TVS Motor Company of India engaged in the business of manufacturing, dealing, repairing, importing and storing of all types of vehicles, and is the third largest operator in the two-wheeler market. Our engagement also extended to the drafting of transaction documents.
• Retained by a leading investment company to carry out a due diligence and draft/review the transaction documents in the acquisition of a majority stake in a group of companies engaged in a diversified range of business activities in ship and crew management, crew supply, crew training and agencies for the shipping industry for a purchase consideration of approx. LKR 350 Million.
• Recently performed a legal due diligence on a number of BVI Companies and its local subsidiaries that own a number of landed properties and advised the investor in structuring the acquisition of the BVI Companies shares. Drafted and reviewed requisite transaction documents and also instrumental in negotiating terms of the transaction on behalf of the client. Further, coordinated and liaised with international law firms (Singapore and Hong Kong) in respect of the of BVI Companies and in setting up a company in Singapore on behalf of the investor to facilitate the acquisition.
• Recently concluded a transaction wherein a US$ 40 Million Singapore based Joint Venture Company was established between a private family office and a Singapore based company, consolidating the local and foreign assets of the joint venture partners. Played a key role in structuring the joint venture in compliance with the applicable laws and drafted and reviewed the transaction documents.
• Recently carried out a legal due diligence on a local subsidiary of an IT Consulting Firm headquartered in the USA and prepared a due diligence report, on the instructions of a foreign law firm based in the UAE.
• Recently retained by a UK based apparel & textile company to advise on the acquisition of a new factory. As the land was located within an Export Processing Zone, the assignment involved liaising with the Board of Investment of Sri Lanka ("BOI"). We are currently advising the Company on restructuring of its business operations in Sri Lanka. Our role involves advising on the appropriate structure to facilitate the continuity of its profitable business operations in Sri Lanka and winding up of a loss-making Sri Lankan subsidiary in a tax efficient manner and drafting relevant transaction documents.
• The client is a diversified group with a worldwide presence, engaged in mining, space technology, FinTech, hospitality, media, real estate, and investments. Varners was retained by the client to advise on the acquisition of a beach resort cum medical and wellness centre. The deal finally comprised of share sale and purchase, assignment of third party debt, and escrow provisions for the payment of the consideration. We also conducted a comprehensive due diligence on the company and its assets, which included complex and interwoven land titles, drafting the transaction documents, and related professional services.
• Advised Developing World Markets Funds S.C.A., SICAV – SIF in the acquisition of shares in HNB Grameen Finance Limited, our role included the performance of due diligence, and advising upon and reviewing the transaction documents.

• Acted as local counsel for a Hong Kong based Chinese client in their takeover bid for Kelanitissa Power Plant.
• Advised a Singapore based power entity in their bid to acquire and expand a Dendro Power Plant in Northern Sri Lanka, including the structuring of the transaction, conduct of the due diligence on the local entity, drafting and negotiating transaction documents, including the EPC contract for the construction of a new power plant and related documents.
• Recently performed a legal due diligence on a company involved in a biomass power project on behalf of a Hong Kong based Chinese Company that was potentially looking at investing in the project and carrying out EPC (Engineering, Procurement and Construction) work, and advised on the current status of the project.
• Retained by a Singapore based investment company to carry out a preliminary due diligence on a solar power project in Hambantota for the purposes of acquiring 90% stake in the project company.
• Varners has been retained to advise and advise an international consortium which is currently scoping the feasibility of gas extraction and power generation in Sri Lanka. We scope includes advising on the structuring of the transaction, drafting and negotiating transaction documents, including the EPC contract for the construction of a new power plant and related documents.

• Legal Advisors for Colombo City Centre, a mixed use commercial residential and hospitality project located in the heart of Colombo, comprising retail space, shopping arenas, cinemas, a hotel and residential serviced and non-serviced apartments. Varners was retained to advise all matters relating to the development of the project, including advising on Government regulations, project financing, and construction law related matters. In addition, Varners also reviewed lease agreements, consultancy agreements, and loan documents, advised on share issuance / transfers, assistance in obtaining resident work permits for expatriate employees, and drafting and reviewing sale and purchase agreements for condominium units and other relevant execution instruments.
• Advisers for one of the largest housing schemes in the outskirts of Colombo. The project well known as “CT Gardens Project” consisted of about 170 land blocks. In our position as Lawyers for the seller we drafted agreements, negotiated with buyers and responded to related queries from buyers/ their respective Lawyers.
• Appointed as Lawyers by the developers for a major high-rise condominium project consisting of commercial, residential and hospitality components of the mixed-use development. Our scope includes general advice on property law, vesting of property, amalgamation of land parcels, preparation of title report and title clearances, preparation plans / surveys / etc., negotiations, drafting of documents and execution of deeds etc.
• Advised our client in its partnership with Shapoorji Pallonji Group of India for the development and construction of a high-rise mixed development project in the heart of Colombo. Our scope included advising in structuring the transaction, negotiations, and advising on / revising the transaction documents.
• Advised and acted for ALIA Construction, a pioneer in construction activities in the Maldives, in expanding its construction development activities into Sri Lanka.
• Currently advising a diversified conglomerate listed on the Colombo Stock Exchange on the contract documentation and management of a mixed-development project. The development is located in the Colombo Business District and is projected to cost upwards of LKR 4 Billion.

• Assisted in the setting up of a Branch Office in Sri Lanka by one of the largest state owned commercial banks based in China namely, Bank of China Ltd and continue to provide assistance to Bank of China in their day to day legal requirements on employment related matters including drafting and reviewing of employment contracts and employment handbooks, all commercial agreements and contracts operations of the branch office, and other general legal advice required.
• Advised and assisted in the proposed amalgamation of a local commercial bank and a finance business company.
• Recently advised an established client in the banking sector regarding a FinTech joint venture for the development and operation of a mobile payment system and virtual prepaid cards. We advised the client on the structuring of the transaction, reviewing / drafting of transaction documents, the compliance of the mobile payment application and virtual prepaid card with the payment and settlement regime regulated by the Central Bank of Sri Lanka.
• Varners was retained to incorporate and setup the Sri Lanka subsidiary of a rapidly scaling FinTech East Asian based company, which operates a unique digital platform to provide access to a broad range of consumer financial products. Thereafter, Varners has continued to provide day to day legal services such as legal advice and legal opinions on regulatory requirements, corporate governance, compliance, tax, information security, employment and labour matters, corporate securities, small scale lending business, foreign exchange, and preparing / reviewing agreements, preparing notarial instruments such as powers of attorney and lease agreements.
• Advised Hatton National Bank, People’s Bank, and Seylan Bank on a syndicated term loan facility of USD 17.5 million for the development of a holiday resort in Maldives.
• Advised Nations Trust Bank and Habib Bank Colombo branch on a syndicated term loan facility for the development of a holiday resort in Maldives.
• Acted for Hatton National Bank, Commercial Bank, and DFCC Bank on a syndicated term loan facility of LKR 1.7 billion for the purposes of a mixed development project in Colombo.
• Acted for Malaysian Exim Bank in relation to a term loan facility of USD 3.5 million granted to the Government of Sri Lanka. The purpose of the facility was to set up a disaster recovery facility center for the Department of Immigration and Emigration.
• Advised the French Development Agency on a term loan facility of Euro 10 million to the Government of Sri Lanka. The purpose of the facility was for the development of the construction sector.
• Acted for the borrower on term loan facility of USD 11 million provided by Bank of America. The purpose of the facility was to finance a ready to drink juice manufacturing facility in Sri Lanka, setup with BOI approval.
• Advised Hatton National Bank on the securitization of receivables totalling LKR 500 million. The borrower in the transaction was Mercantile Investments Limited.
• Advised the borrower Taian Lanka Steel Manufacturing Company (Pvt) Limited on a term loan facility of LKR 400 million from DFCC Bank.
• Santander UK PLC and Finance Birmingham Ltd were the lenders in a syndicated term loan facility of GBP 3.3 million, provided to Isotex Rubber Limited UK having a subsidiary in Sri Lanka. Varners acted for Finance Birmingham Ltd and our involvement extended to advise on the creation of security over assets of the borrower’s subsidiary, in Sri Lanka.
• Acted as local counsel for the borrower/purchaser, Wells Fargo & Company, in relation to an aircraft financing transaction comprising a loan of USD 29.5 million. Other parties to the transaction were Sri Lankan Airlines being the lessee and DVB Bank being the lender.
• Advised People’s Bank in relation to a term loan facility of USD 100 million provided by HSBC.
• Advised Brandix Lanka (Pvt) Limited on an ISDA Master Agreement with Deutsche Bank.
• Advised Royal Bank of Scotland on a Master Receivable Purchase Agreement with suppliers of Marks and Spencer in Sri Lanka.
• Acted for Axis Bank Hong Kong in relation to a term loan facility of INR 100 crores provided to Indocean Developers (Pvt) Limited, to finance a mixed development project in Colombo.
• Acted for Axis Bank Hong Kong in relation to a USD term loan facility equivalent to LKR 450 million. The facility was provided to Platinum Realty Investments (Pvt) Limited and the purpose was to finance a mixed development project in Colombo.
• Acted for UK based Punjab National Bank International Ltd regarding a USD 85 million term loan facility, provided to Aussee Oats Milling (Pvt) Limited.
• Structured and documented intercompany loans between a parent company in Spain and a subsidiary in Sri Lanka.
• Advised Axis Bank Hong Kong in relation to a term loan facility to Pharpur Mauritius for onlending to a subsidiary in Sri Lanka. The purpose of the facility was for a mixed development and our involvement extended to advising on securing the facility with the assets of the subsidiary.

• Acted for China Merchants Port Holdings Company Limited, which is operating the Hambantota Port in several court cases in the Supreme Court of Sri Lanka relating to the acquisition of the Hambantota Port.
• Varners was retained by Telecommunications Consultants India Limited (A Government of India Enterprise) against Pan Asia Banking Corporation PLC a reputed Commercial Bank in Sri Lanka, where a Bank Guarantee was not honoured by the Defendant Bank despite several demands. The Supreme Court gave judgment in favour of client and directed the Bank to honour and pay the amount due on the Advance Payment Guarantee Bond.
• Varners was retained by Sri Lanka Credit Information Bureau (CRIB) against an action claiming damages of amounting to LKR 100 Million jointly and severally with Sampath Bank PLC. Judgment was given in favour of our client and the claim for damages was dismissed.
• Acted for Lafarge Mahaweli Cement (Private) Limited in a damages claims matter amounting to LKR 75 Million. Judgment was given in favour of our client and the claim was dismissed.
• Represented Crocodile International (Pte) Ltd against LACOSTE before the Director General of Intellectual Property in a trademark claim / objection, was part of the legal team representing the client against LACOSTE in the High Court of the Western Province (Commercial High Court), and safeguarded our client’s interests in an action brought by LACOSTE in the High Court of the Western Province (Commercial High Court).
• Acted for Proctor & Gamble Company in a trademark claim made by Astron Limited before the Director General of Intellectual Property.
• Part of the legal team representing TVS Motor Company Limited (the respondent) before the Supreme Court of Sri Lanka against an appeal filed by Bajaj Auto Limited, India (the petitioner). This action filed by the petitioner against an order given by the High Court of the Western Province (Commercial High Court) in a Patent matter, and was decided in favour of our client by the Supreme Court of Sri Lanka.
• Varners successfully defended our client "Munchkin" in an unfair competition matter filed by DD IP Holder LLC (Dunkin Donuts). The Commercial High Court pronounced Judgement in favour of our clients and dismissed the action brought by DD IP Holder LLC.
• Retained by TVS MOTOR COMPANY LIMITED (Plaintiff Company), one of the leading motorcycle manufacturing companies in Asia, to institute action invalidating certain patents granted to Bajaj Auto Limited by the National Intellectual Property Office of Sri Lanka. During the trial, the parties informed Court of their decision to come to a settlement and the case was withdrawn in lieu of same.
• Successfully defended a local beverage manufacturing company against The Coca-Cola Company, the multinational beverage corporation, and obtained judgement in favour of our client.
• Successfully defended the interests of a local company engaged in the confectionary business in a suit brought on by Nestlé, the Swiss multinational food and drink processing conglomerate.
• Successfully defended the interests of our client, Sun Pharma, in an action instituted by GlaxoSmithKline, the British multinational pharmaceutical company.

• Varners has developed a well-earned reputation for the prosecution, enforcement and litigation of Intellectual Property rights in Sri Lanka. We are registered Intellectual Property Agents on record for a wide variety of major multinationals and conglomerates, including the following amongst others:

• Portfolio Management of Local Clients: We advise on branding, protection of branding, the registration of the Trademarks in Sri Lanka, and on obtaining optimum protection for the entire Trademark portfolio.
• Portfolio Management of International Clients: We advise on the registration of Trademarks in Sri Lanka, and have attended to the filing of the Trademarks, opposition proceedings and management of the Trademark portfolio.
• We advise on the possible infringement and legal action that can be taken against such infringement, carried out investigations and issuing of Cease & Desist letters.

• Varners was retained by Abans PLC in advising and restructuring the entire group holding structure under the holding company Abans PLC. The restructure was effected for the purpose of making the group more agile and able to meet the challenges of the emerging market conditions. As part of its services, Varners also provided compressive advice on the restructuring of the entire group and rejuvenate its corporate governance structure.
• Advised and assisted in the restructuring of an international non-governmental organisation providing sexual and reproductive health services to suit the emerging market tendencies. The scope of our services included property, labour, corporate and tax related advice and assistance. Subsequent to this engagement Varners has been retained on a number of matters as legal counsel.
• Advised major UK based mining group in exiting from their Sri Lankan investments. For this purpose, Varners negotiated the settlement terms and drafted the settlement and termination agreements.
• The client is a leading conglomerate from Sri Lanka and with an international presence. The conglomerate, consisting of several listed entities, is engaged in a diversified range of businesses including petroleum, energy and gas, retail, automotive, industrial and manufacturing, hospitality, real estate, logistics, pharmaceuticals, and several other sectors. Varners has been retained to advise and restructure the entire group holding structure under the holding company. The restructure is being effected for the purposes of making the group more agile and able to meet the challenges of the emerging market conditions. As part of its services, we are providing comprehensive advice on rejuvenating its business and governance model, and grouping the subsidiaries together logically to ease long standing management and logistical issues.
• Varners had been retained by the shareholders of Singapore based a Board of Investment approved diversified business group engaged in investment holdings, logistics, transport, industrial equipment, real estate, and other sectors to attend to testamentary proceedings in respect of the shares held by a majority demised shareholder, salvage the assets of the group, dispose of investment holdings, find buyers / negotiate / sell the immovable properties, regularise all tax and other regulatory matters, set off loans and settle creditors, trace investments, regularise capitalisation and equity injections, obtain Central Bank clearance and exchange control approvals for repatriation of surplus funds, and assist with dissolution of the group companies.

Recent transactions involving technology investments in Sri Lanka

1. Performed comprehensive due diligence on the Sri Lankan subsidiary of a US NASDAQ listed entity (“Target”) leading up to a proposed acquisition of the shares of the Target by our client. The Target is a leading company providing IT consulting, systems implementation and application outsourcing services to large enterprises and software vendors. 

2. Recently advised an established client in the banking sector regarding a FinTech joint venture for the development and operation of a mobile payment system and virtual prepaid cards. We advised the client on the structuring of the transaction, reviewing / drafting of transaction documents, the compliance of the mobile payment application and virtual prepaid card with the payment and settlement regime regulated by the Central Bank of Sri Lanka.

3. Retained to incorporate and setup the Sri Lanka subsidiary of an East Asian based rapidly scaling FinTech company, which operates a unique digital platform to provide access to a broad range of consumer financial products. Thereafter, Varners has continued to provide day to day legal services such as legal advice and legal opinions on regulatory requirements, corporate governance, compliance, tax, information security, employment and labour matters, corporate securities, small scale lending business, foreign exchange, and preparing / reviewing agreements, preparing notarial instruments such as powers of attorney and lease agreements.

4. Varners was retained to conduct a complete legal due diligence and advise on the acquisition of edotco Services Lanka (Private) Limited, the local subsidiary of edotco Group Sdn Bhd. The client is an integrated telecommunications infrastructure services company specialising in the tower services sector including co-locations, build-to-suit, energy, transmission, and operations and maintenance.

5. Inditex: Advised our client which is based in Spain in relation to their proposed online sales in Sri Lanka through a non-territorial international website under the name “Zara”. Our services included advice on laws and regulations relating to proposed sales in Sri Lanka through the said website, mandatory compliance requirements with respect to appearance of websites, and distance contracts etc.

6. Hatch Works (Pvt) Ltd: The client operates a first of its scale incubator/accelerator in Sri Lanka. In particular, Hatch provides shared workspaces and other services for technology start-ups, entrepreneurs, freelancers, small businesses and large enterprises. Varners was retained to advice and draft membership contracts for those seeking to obtain the services of Hatch. This is a relatively novel concept gaining traction particularly within the start-up community in Sri Lanka.

7. DPS Software Limited: Advised our UK based client in respect of IP protections an employer has in Sri Lanka with regard to the work created by its employees. Our services included review of Sri Lankan employment contracts to confirm whether there is any exposure to the employer from an IP perspective, the drafting of suitable standalone contracts, and revision of existing employment contracts;

8. Advised a multinational media network on offering its contents through specialised mobile applications, on the applicable laws, and on conducting competitions through such mobile applications;

9. Advised a multinational consumer credit reporting company in the business of providing data and analytical tools to clients around the world. Varners was retained to advise the client on the applicable laws and regulations pertaining to the offering of credit risk profiling services to licensed Mobile Network Operators;

10. Advised UK based Sagittarius Marketing (Kent) Ltd in relation to protections available to employers in respect of intellectual property created by their employees;

11. Advised the Computer Society of Sri Lanka on the awarding of IT qualifications to computer professionals in Sri Lanka;

12. Infor: Advised the client in respect of applicable data protection and privacy laws in Sri Lankan and handling of breach of personal information;

13. Synopsis: Advised the client in respect of software licencing arrangement etc.;

14. Wave Computing: The client is a VC-backed company that is revolutionizing artificial intelligence. We advised the client in respect of setting up an offshore development facility in Sri Lanka;

15. Varners was retained by a world renowned content delivery network (CDN) seeking to enter the Sri Lankan market in association with local telecommunications operators. We advised the client in respect of setting up business in Sri Lanka and the applicable regulatory framework governing the provision of the proposed services in Sri Lanka;

16. Varners were retained for a proposed acquisition of the Sri Lankan subsidiary of an IT infrastructure distribution services provider. As part of our services, we conducted a due diligence exercise on the Sri Lankan subsidiary of the Target;

17. Integrated Media Management LLC: Advised the client in respect of software licensing and distribution in Sri Lanka, taxation of software licensing in Sri Lanka, and drafted / reviewed related distribution agreements;

18. Varners was retained by the international company in the business of providing IT based translation and localisation services. As part of our services, we advised the client regarding the laws applicable in Sri Lanka for outsourcing services in respect of internet assessors for global search platforms;

19. We were engaged by the leading company in the transportation sector to advise and draft agreements for the development of software services and maintenance;

20. Varners was retained to advice on the planned acquisition of an international software development company engaged in the business of developing bespoke applications and solutions for international banks. As part of the services provided, we advised the client in respect of structuring the transaction, laws in respect of licensing / distributions of software products, etc.;

21. Advised a diversified group in Sri Lanka in respect of setting up a technology enabled credit financing solution in Sri Lanka and on the operation of prepaid card solutions;

22. DIC Corporation: advised the Japanese based client in respect of the data protections laws applicable in Sri Lanka and in relation to collection, processing, and sharing of personal data outside of Sri Lanka;

23. Bank of China: Varners was retained by the client to advice on IT and telecom related services. Further, advised and drafted agreements for the provision of software maintenance services;

24. Varners was retained by a licensed commercial bank in Sri Lanka to advised upon and draft agreements for bespoke software development agreement for the bank;

25. Advised a licensed commercial bank in Sri Lanka regarding indemnity provisions applicable to online web enabled applications and drafted suitable terms in respect of the same.

26. Advised a state owned Chinese entity on the legal protections available in respect of its intellectual properties where application source code is transferred to a local entity under a design develop and transfer programme.

• Acted as legal advisors to Ceylon Grain Elevators PLC and consortium of foreign investors in the acquisition and conversion of the loss making State owned Sri Lanka Flour Milling Corporation into profitable entity, and its subsequent branching out into several other profitable activities including feed milling and transhipment.
• Legal advisors to Ceylon Grain Elevators PLC and a consortium of foreign investors in the acquisition and conversion of the loss making State owned Ceylon Oils and Fats Corporation Ltd (a Government owned entity involved in feed milling) into highly profitable venture.
• Acted as legal advisors to Kuruwita Textile Mills Limited (later Kuruwita Textile Mills PLC) in the acquisition of a State owned Power Loom factory and listing of the same in the Colombo Stock Exchange.

• Acted and advised Ceylon Grain Elevators PLC in the acquisition of one of the largest hatcheries at the time by Three Acre Farms Limited and its subsequent listing in the Colombo stock Exchange.
• Acted as local counsel for the underwriter in an IPO of shares of Virtusa Corporation, a US based IT services company listed on NASDAQ.
• Assisted in the acquisition of shares pursuant to an offer made by Brandix Textile Holdings Limited and the de-listing of Kuruwita Textile Mills PLC.
• Assisted in the post – IPO compliance of listing of Abans Financial Services.
• Assisted in the acquisition of shares pursuant to an offer made by Banyan Tree Holdings and the de-listing of Beruwela Walkers Inn Limited.
• Acted as local counsel for Banyan Tree Holdings (a Singapore incorporated company) in the listing of shares in the Singapore Stock Exchange.
• Our client is a Singaporean company providing integrated building envelope solutions to clients in Asia. We are currently acting as Sri Lankan legal advisors in connection with the proposed listing of the holding company of the client on the main board of the Hong Kong Stock Exchange. Our role involved performing a legal due diligence on the Sri Lankan subsidiary, assisting the client to rectify any non-compliances identified in the course of the due diligence exercise, providing a legal opinion to the client, Sponsor and the Underwriters to the transaction in respect of our legal due diligence on the Sri Lankan subsidiary, reviewing and commenting on the reorganization memorandum in relation to the Sri Lankan subsidiary, drafting and reviewing sections of the prospectus relating to the Sri Lankan subsidiary and applicable laws and regulations in Sri Lanka, assisting the Sponsor to perform its duties under the Hong Kong Listing Rules by providing the relevant information and documents in a timely manner.
• Recently retained by several overseas companies with subsidiaries in Sri Lanka in respect of their initial public offering of shares (IPO) on the Australian Stock Exchange, New York Stock Exchange and the London Stock Exchange. We acted for the said companies and provided advice on local law issues to their advisors in relation to the subsidiaries and the listings.

• Varners has been regularly retained by Smart Shirts Lanka (Pvt) Limited one of the largest garment manufacturers in Sri Lanka with an international presence, for a variety of legal engagements since its inception.
• We were retained by a major railway company based in Tokyo, Japan to advise and provide a comprehensive legal opinion on the structure of the investment, conflicts with local laws, repatriation of profits, and to conduct a complete title due diligence and provide a report on the land to be acquired.
• Varners advised a multinational consumer credit reporting company on the applicable laws and regulations pertaining to the offering of credit risk profiling services to licensed Mobile Network Operators.
• Advised a UK based global mining group in setting up a mining JV in Sri Lanka, and advised / assisted them with exchange control, Board of Investment registration, acquisition of immovable property for mining purposes, advising on the acquisition of exploration/mining concessions, acquisition of mining licences, environmental clearances, advise on tax regimes, conduct of due diligence on mining rights / mining properties owned by the local investor, and drafting of JV agreements, mining agreements, structured financing agreements, consultancy agreements, etc.
• Varners recently negotiated and structured a deal for the sale and purchase of a fully equipped 43 ft. custom built catamaran, a rigid inflatable boat, and diving equipment on an as is basis subject to hull warranties. Our services also extended to drafting of the transaction documents and other related services.
• Our client, a holding company, is one of the largest multinational fast food entity with several name brand fast food chains. We were retained by the Singaporean subsidiary of the client handling its interests in the ASEAN region. Our involvement extended to comprehensive advice and review of proposed franchise arrangement relating to a leading international brand, with a local partner being a diversified conglomerate listed on the Colombo Stock Exchange. We were further required to advice on the compliance of the extensive guarantee arrangements in the transaction documents with the Foreign Exchange regulatory regime.