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19-May-2020
Social Security seeks approval for 12 months' leave for new parents in Jersey to start next month – time for employers to prepare

Businesses need to prepare for the introduction of new rights for up to 52 weeks of leave for new parents, likely to come into effect from 28 June 2020 following the Minister for Social Security's announcement today that it is seeking approval for these changes.

The final debate is due on 16 June 2020.

The changes to Jersey's Employment Law to extend family friendly rights was agreed in principle last October, and include up to 52 weeks of parental leave (with six weeks to be paid by the employer) along with new requirements for all employers to take reasonable steps to provide breastfeeding facilities and a new workplace right to breastfeed. Although an interim subsidy scheme will see the States support employers with some of the costs until early next year, employment law specialist Advocate Daniel Read of Walkers' employment law team says that work on updating handbooks and policies, and planning for the changes, needs to start immediately.

"Although the timing of the announcement may have taken some employers by surprise, the general thrust of the legislation was agreed last year and has been anticipated by most Jersey employers," Dan said.

"The changes will require some adjustments to handbooks and policies to make sure that they reflect the new legislation – there will also be requirements for businesses to start planning for how they will accommodate the right to 52 weeks of leave, and the requirement to pay for six weeks of that leave.

"Where employers have not yet taken account of the changes and begun planning for how they will accommodate the new workplace rights, they should begin to do so without delay." The States subsidy will continue until work on the parental benefit proposals have been completed, scrutinised and adopted by the Assembly, with that work expected to be completed early in 2021.



19-May-2020
Walkers Acts on 3 Major Norwegian Cruise Line Transactions

Walkers is pleased to announce that it has acted as offshore counsel to Norwegian Cruise Line Holdings Ltd ("Norwegian") on three separate significant financing transactions, equating to $2 billion, which were completed during May.

Most recently, Walkers acted as joint Bermuda, BVI and Cayman Islands counsel to NCL Corporation Ltd ("NCLC"), a subsidiary of Norwegian, as it closed its private offering of $675 million aggregate principal amount of its 12.25% senior secured notes due 2024 (the “Secured Notes”) which closed on 14 May 2020.

As well as advising NCLC as issuer of the Secured Notes, the Walkers teams advised on the creation of security interests over, among other things, shares in certain subsidiary guarantors, two of NCLC's vessels, material intellectual property and two islands used in the operations of the cruise business.

Walkers was led by partners Adam Bathgate (Bermuda) and Matthew Cowman (BVI) with assistance from senior counsels Omonike Robinson-Pickering (BVI) and Sarah Humpleby (Cayman) along with associates Korin Knights (Bermuda), Brittney Smith (BVI) and Liam Woodward (Cayman).

Secondly, Walkers acted as Bermuda counsel to NCLC as it closed its private offering of $862.5 million aggregate principal amount of its 6.00% exchangeable senior notes due 2024 (the “Exchangeable Notes”) on 11 May 2020.

Also closing on 11 May 2020, Walkers acted as Bermuda counsel to Norwegian as on its underwritten public offering of 41,818,181 ordinary shares of the Company (the “Offering”) at a price to the public of $11.00 per share.

Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Credit Agricole Securities (USA) Inc. and UBS Securities LLC acted as joint book-running managers for the Offering.

The Walkers team for the issue of the Exchangeable Notes and the Offering was led by partners Jonathan Betts and Natalie Neto with assistance from senior associate Nathalie West.

Partner, and head of Walkers' Bermuda Finance & Corporate practice, Jonathan Betts commented: "We have a long history of advising Norwegian Cruise Lines and I am delighted that we were able to assist this marquee cruise operator on these important financing transactions – the teams across our three offices did a tremendous job. This combined $2 billion fundraising is earmarked for general corporate purposes and are important to the group in the current environment, which is challenging for all in the cruise line industry".


12-May-2020
Walkers (Bermuda) Limited acts on GAN Limited's Nasdaq IPO

Walkers is pleased to have acted as Bermuda counsel to GAN Limited ("GAN") on the successful restructuring of GAN plc and the subsequent $62.4 million fundraise on Nasdaq Capital Market under the symbol GAN. GAN is a Bermuda company.

Walkers acted as Bermuda counsel to AIM-listed GAN plc, as the company migrated its existing shares from the AIM London stock exchange to a Bermuda company in order to list on the aforementioned Nasdaq Stock Exchange. This process was by way of a scheme of arrangement and was a precursor to the Nasdaq IPO.

On May 5, 2020, the trading of shares on AIM was suspended in preparation for delisting on May 6, 2020. In connection with this offering, GAN affected a reorganisation and share exchange in which GAN plc became a wholly-owned subsidiary of GAN Limited, the ordinary shares of GAN plc no longer trade on AIM, and the former shareholders of GAN plc have received one ordinary share of GAN for every four ordinary shares of GAN plc and an aggregate of £2 million in cash.

Dermot Smurfit, GAN's CEO, commented: "Natalie, Rachel and Jonathan's patient stewardship through a complex multi-level UK-to-U.S. uplisting in the midst of a global pandemic proved their augmented value not just as effective legal services providers but as competent and pragmatic business partners as well. I would unreservedly recommend Walkers to any organization seeking to list on NASDAQ by way of a Bermuda holding company and a UK Scheme of Arrangement."

Walkers was led by partners Natalie Neto and Jonathan Betts with senior associate Rachel Nightingale completing the team.


11-May-2020
Walkers acts on the Development of Bermuda's First Solar Farm

Walkers is pleased to have acted as Bermuda counsel to Saturn Power group in relation to the development of a solar-powered electricity generation plant, built on the land known as the “finger” at Bermuda's airport.

Saturn Power is an independent power producer based in Ontario which develops, engineers, owns and operates solar, wind and energy storage projects throughout the world. The granting of an operating licence with effect from 28 April 2020 means that Saturn has been approved to become the first independent power producer on the island.

The Walkers team was led by partner Jonathan Betts and included partners, Kevin Taylor and Natalie Neto, senior associates Nathalie West and Rachel Nightingale, associate Ben Green and pupil Malacia Madden.

Jonathan Betts said "We are very proud to have advised the team at Saturn on this project. It has been three and half years since we were first engaged and it has been a pleasure to work with Saturn throughout the tender, development and construction, financing and regulatory processes. The grant of the operating licence is fantastic news and a testament to the Saturn team's commitment to making this important innovative project a reality for Bermuda." 

Walkers has been an invaluable partner for Saturn Power during this process”. said Neel Bungaroo, Executive Vice President, General Counsel for Saturn Power Inc., “From their experience and acuity with the Bermudian legal system to their leadership and advice in dealing with the Regulatory Authority and the Government, Saturn benefited greatly from our work with Walkers and most notably from the tireless work and dedication Jonathan put into advising Saturn on its Bermudian legal affairs." 

Walkers is renowned for advising on international corporate, M&A and investment work for private equity funds, sponsors and corporate groups but this engagement on a local infrastructure project has also showcased the wealth of talent and depth of experience that we have to navigate clients through domestic transactions and complex local legal, regulatory and commercial issues.


17-Apr-2020
Walkers named Offshore Firm of the Year at Chambers Asia-Pacific Awards 2020

Walkers is pleased to announce it has been awarded the "Offshore Firm of the Year" award at the recent Chambers Asia-Pacific Awards 2020. This is the first time that Chambers and Partners has included the offshore category since the inception of the Awards in 2010.

The Chambers Asia-Pacific Awards honour the work of international and national law firms across the region based on the research carried out for the recent edition of the Chambers Asia-Pacific guide. They recognise a law firm’s pre-eminence in key jurisdictions in the region and also reflect notable achievements over the past 12 months, including outstanding work, impressive strategic growth and excellence in client service.

The event, in accordance with current global sensitivities and the internationality of the delegate list, was conducted digitally on Thursday 16 April in Hong Kong.


03-Apr-2020
Walkers acts in Ever Harmonic's acquisition of Clear Media

Walkers has acted as Bermuda, British Virgin Islands and Cayman Islands legal counsel to both the offeror and the lenders in a voluntary cash offer to acquire the entire issued share capital of Clear Media Limited ("Clear Media"), including Clear Channel Outdoor Holding's stake in Clear Media. Clear Media is listed on the mainboard of the Stock Exchange of Hong Kong and is the largest operator of bus shelter advertising panels in China. The offer was announced on 30 March 2020 with a deal value exceeding HK$3,846 million (US$493million).

The offeror, Ever Harmonic Global Limited ("Ever Harmonic") is wholly owned by a consortium of investors, which comprises of Antfin (Hong Kong) Holding Limited (backed by Ant Financial, Alibaba group's affiliate), JCDecaux Innovate Limited, China Wealth Growth Fund III L.P., and Mr. Han Zi Jing, the current chief executive officer and executive director of Clear Media.

Commenting, Walkers' Hong Kong Office Managing Partner Andy Randall said, "We pride ourselves on delivering high performance multi-jurisdictional legal advice and we are delighted to have advised the offeror and the banks in this transaction. This is testament to the fact that we are only one of the few offshore firms in the region with the depth and expertise to provide seamless Bermuda, BVI and Cayman law advice to help our clients in achieving their business goals."

The lenders, led by CLSA Limited, were advised by Rupen Shah (Partner), Jonathan Betts (Partner) with support from Benjamin Green (Associate).  The Walkers team advising Ever Harmonic included Jo Lit (Partner), Natalie Neto (Partner) and Kristen Kwok (Partner) with support from Tiffy Wan (Senior Associate) and Kate Pang (Senior Associate).