Carey Olsen advises USA Rare Earth on its US$870 million business combination with Inflection Point Acquisition Corp. II The proposed transaction values USARE at a pro-forma enterprise value of US$870 million and includes an initial circa US$35 million PIPE investment, of which US$25 million funded in connection with the signing of the business combination agreement ...
Nothing lasts forever... or does it? New perpetuities legislation introduced in the Cayman Islands The "old" rule The rule against perpetuities currently applicable in the Cayman Islands is derived from English law and is aimed at preventing individuals from 'tying up' their assets in trust indefinitely. Broadly speaking, the rule prescribes a set period – the perpetuity period – within which time the interest of each beneficiary must vest (i.e ...
Carey Olsen advises Tapir Holdings Ltd. on acquisition of shares in Rendeavour Holding Limited and subsequent listing on Bermuda Stock Exchange As part of the generation of funding and the consideration for the Acquisition, Tapir issued a total of 202,662,602 new ordinary shares, which were admitted for listing on the Mezzanine Market of the Bermuda Stock Exchange by way of subsequent listing (the "Listing") ...
The need to find mitigation mechanisms against climate change increases as time passes ...
Carey Olsen advises Paratus Energy Services on the issuance of a US$500 million senior secured bond This transaction marks one of the largest bond issuances in the Nordic bond market in recent years and was significantly oversubscribed, reflecting robust investor confidence and strong market demand ...
Carey Olsen assists DeFinity Markets in securing JFSC approval for digital assets settlement platform The Jersey subsidiary of the London-based DeFinity Markets group has been operational in the spot foreign exchange market since 2014 and is connected to some of the world’s most prominent banks. The challenger-model will see investment-grade buy and sell-side clients transact with each other using bank-intermediated credit via the prime brokerage desk ...
On 26 July, the UK Financial Conduct Authority (FCA) published two consultation papers, CP24/12 and CP 24/13 (together, the CPs), relating to the new regime for public offers and admissions to trading to replace the existing UK Prospectus Regulation. These proposals are part of a package of measures designed to strengthen the UK’s capital markets; promoting more efficient and effective capital raising for issuers and increasing investor opportunities ...
Carey Olsen advises on groundbreaking private catastrophe bond The bond was issued from the Randolph Re cell of Aon's White Rock Insurance Company PCC Limited – the first time a catastrophe bond has been issued out of a Guernsey vehicle. Previous Randolph Re catastrophe bonds were all issued out of Aon's Bermuda cell company, White Rock Insurance (SAC) Ltd. structure, making this a first for Guernsey and one of only a few cat bonds issued in this jurisdiction ...
On July 30, 2024, the Chilean Commission for the Financial Market ("CFM") published the Official Letter No. 2,354 (the "Official Letter") amending Official Letter No. 1,835 of April 24, 2007, which provides instructions regarding the form and content of information on investments made by insurance and reinsurance companies ...
Carey Olsen advises Admiral Acquisition on US$1.85 billion acquisition of ASP Acuren Holdings Carey Olsen partner Andrew Boyce, senior associate James Cooke and associate Claire Cooke advised on the British Virgin Islands aspects of the transaction. Acuren provides technology-driven solutions to protect assets in the energy, industrial, and utility industries ...
Carey Olsen advises on the FSN Capital Confluence €588 million continuation fund FSN Capital Confluence acquired Nordlo, a leading Nordic managed IT service provider, and Saferoad, a European leader in road safety and infrastructure solutions, both previously part of the FSN Capital V portfolio. The acquisitions aim to accelerate organic growth and pursue strategic M&A opportunities ...
On August 1, 2024, the Department of Justice (“DOJ”) rolled out its Corporate Whistleblower Awards Pilot Program after announcing the initiative in March. Described as “[s]upercharging DOJ’s corporate investigations and prosecutions,”[1] the Pilot Program dramatically expands the pool of would-be whistleblowers and underscores the importance of robust compliance and reporting programs ...
As promised by the new government, the consultation on the revised National Planning Policy Framework (NPPF) has landed and now runs to 24 September. The Labour administration has clearly been busy in the lead up to the election, as the work that has gone into this is not the endeavour of less than a month in power. There’s a significant amount to analyse ...
On the 30 July 2024, the FCA released a statement confirming their proposals to extend the current pause to the time firms have to response to consumer about motor finance complaints that involve a discretionary commission arrangement (DCA) ...
Carey Olsen advises on the establishment of a new corporate structure to domicile Ferguson in the US by way of a Jersey merger As a result of the merger which took place on 1 August 2024, Ferguson, which has a market capitalisation of over £30 billion, has completed its transition to establish a new corporate structure and ultimate parent company domiciled in the United States ...
Carey Olsen advises NIP Group Inc. on its IPO on Nasdaq, supporting the first esport stock from China The company successfully listed on Nasdaq Global Market in New York on 26 July 2024 and the price in the offering was US$9.00 per American depositary share, with a total market value of the company of approximately US$ 500 million. Carey Olsen partner Anthony McKenzie and counsels Susan McKinstray and Maggie Yan advised NIP Group Inc ...
On 16 July 2024, Legal Notice 166 of 2024 was published in Malta. This implemented the relevant provisions of DORA (full title being Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) 648/2012, (EU) 600/2014, (EU) No 909/2014 and (EU) 2016/1011) into Maltese law ...
On the 12th July 2024, the Malta Financial Services Authority (“MFSA”) published a Circular introducing new passporting forms for (re)insurance undertakings as part of the MFSA’s efforts to address new requirements emanating from the Cross Border Notification Platform launched in February 2023 ...
On the 29thJuly, the Malta Business Registry (MBR) issued a notice advising that any memoranda and articles of association being filed with the Registrar of Companies, whether in the course of an incorporation of a new company or as an amendment to memoranda and articles of association of companies already registered, need to be amended in order to refer to certain notification obligations which Maltese companies may be subject to ...
On 26 July 2024, the People's Bank of China (PBOC) and the State Administration of Foreign Exchange (SAFE) released the revisedProvisions on the Administration of Funds of Foreign Institutional Investors for Domestic Securities and Futures Investment(《境外机构投资者境内证券期货投资资金管理规定》, the "Revised Provisions"), which will come into effect on 26 August 2024 and supersede the current version issued on 7 May 2020 (the "Current Provisions") ...
Citizens' Advice Guernsey to hold black-tie gala, sponsored by Carey Olsen Friends of Citizens' Advice – an extension of Citizens' Advice Guernsey established to raise funds for the charity – will host the black-tie event, which will include a three-course meal and live music, followed by a raffle and an auction ...
In another update to the Federal Trade Commission’s (the “FTC”) Non-Compete Ban (the “Rule”), a federal judge in Pennsylvania ruled against ATS Tree Services, LLC v. Federal Trade Commission, et al.[1] denying ATS’ motion for a preliminary injunction ...
Carey Olsen advises Mercer Park Opportunities Corp. on its US$200 million IPO Mercer Park Opportunities granted the underwriter, Canaccord Genuity Corp., a non-transferable over-allotment option to purchase up to an additional 3,000,000 Class A Restricted Voting Units at the same price per unit, exercisable within 30 days following the offering's closing ...
Bermuda corporate and finance update Q2 2024 Contents Introduction to Bermuda’s Corporate Income Tax Act 2023 Cyber risk management The Bermuda Monetary Authority enhances its Insurance Regulatory Regime Introduction to Bermuda’s Corporate Income Tax Act 2023 On 27 December 2023, the Corporate Income Tax Act 2023 (“CITA”) received governor’s assent in Bermuda ...
On 11 July 2024, the UK Financial Conduct Authority (FCA) issued the final version of its long-awaited new Listing Rules (UKLRs) in the UK Listing Rules Instrument 2024 (FCA 2024/23) (UKLR Instrument) ...
