The cap on skilled non-EU workers reached its annual limit for the fourth month in a row in March, latest evidence from immigration law firms showed, meaning that companies applying to bring non-EU workers in most jobs had to offer annual salaries of more than £60,000. It means that more than 80% of professional employee jobs, including over 90% of teachers, 80% of lawyers and 30% of doctors earned less than the £60,000 threshold, the Migration Observatory at the University of Oxford said.

The latest Migration Observatory commentary, Is the Cap in Hand?, illustrates the effects of a £60,000 threshold on eligibility for work visas in different high-skilled occupations. It is based on data from immigration law firms showing that the salary threshold for most skilled jobs has doubled from £30,000 to £60,000 since November 2017. This is due to increasing demand for ‘Certificates of Sponsorship’ (CoS) - the documents that allow an employer to bring in a non-EU migrant worker on a Tier 2 visa – which has outstripped supply for four months in a row.

Less than 10% of full-time employees in the UK labour market earn more than £60,000. While the £30,000 threshold meant that the majority of professional and managerial jobs make the cut, a £60,000 threshold means that a majority do not. Raising the salary requirement also means that it is easier for some high-skilled jobs to qualify than others. For example, more than 90% of primary and secondary school teachers earn less than £60,000. A majority of doctors earn over this threshold, although it is still the case that over 30% earn less.

The 20,700 cap on skilled non-EU immigration was introduced in 2011 to help the Government to reach the “tens of thousands” net migration target, and until now has done little to actually reduce skilled migration. This is because it was set at a level which was higher than demand, and was only reached once before, in mid-2015. Slots are allocated monthly to spread out supply over the year, and generally require a role to pay at least £30,000. When demand outstrips supply, applications are prioritised based on the salary, among other factors.

Madeleine Sumption, Director of the Migration Observatory at the University of Oxford said: “One of the notable consequences of the cap being hit is unpredictability. Before this happened, the £30,000 salary threshold was set by the government and known in advance. But once the cap starts to constrain the numbers, the salary an employer needs to pay depends on who else applies, and so will hop around from one month to the next.”

The £30,000 threshold was based on a recommendation from the Migration Advisory Committee in 2015, as part of a major review designed to maximise the economic benefits of non-EEA skilled migration.

Occupations on the ‘shortage occupation list’ and PhD-level roles are prioritised above other positions and thus face a lower salary threshold when the cap is met. When the cap was reached in 2015, an increase in the salary threshold prevented the recruitment of nurses, prompting the government to review policy and add nurses to the shortage list. Nurses are still on the shortage list and so do not have to meet the £60,000 threshold.

Sumption added: “For the past few years, the majority of professional jobs paid enough to meet the £30,000 threshold. With a threshold of £60,000, most professional jobs do not make the cut.”

(Source: Compas)

Easy tips to avoid your privacy being breached! In the wake of the Cambridge Analytica & Facebook scandal, many are worried about their privacy. F-Secure Connected Life's expert Sean Sullivan explains what he does to not be the product.

Donald Trump has had many allegations of scandal and sexual misconduct made against him and has made it through them with little consequence. But now, two lawsuits might change that.

The Peruvian private equity fund manager Enfoca SAFI carried out a secondary recapitalization operation for USD 950 million, involving the Canada Pension Plan Investment Board (CPPIB) and Vintage Funds from Goldman Sachs Asset Management LP (GSAM), together with the local pension managers Integra AFP, Prima AFP and Profuturo AFP.

In the transaction, Payet, Rey, Cauvi, Pérez Abogados advised Enfoca in the Peruvian jurisdiction, together with the legal boutique firm specialising in tax matters Estudio Miguel Mur. In New York, Davis Polk & Wardwell LLP supported the administrator.

Muñiz, Olaya, Meléndez, Castro, Ono & Herrera Abogados was the legal consultant for CPPIB and Goldman Sachs Asset Management in Peru. It was known that Fried, Frank, Harris, Shriver & Jacobson LLP participated, but had not confirmed it at the close of this edition.

The operation implies that the assets currently managed by Enfoca in three funds will be transferred to a new, larger investment vehicle, which has been constituted with the capital contributions of these institutional investors.

Enfoca SAFI composes its investment portfolio with companies mainly focused on the final consumption market. Currently, it has seven companies in portfolio, whose investments are distributed in more than one fund.

These investments include Compañía Latinoamericana de Radiodifusión SA, owner of the Peruvian television network Latina; fishmeal producer Pesquera Diamante SA; and the Celima Trébol-Cassinelli group, manufacturer and retailer of ceramic tiles and other products for the home, which comprises four different businesses.

Interview with Miguel Mur at Miguel Mur Abogados

Were there any difficulties when trying to liaise with legal experts from the other companies involved in this transaction?

No. As far as I was concerned, I always constant collaboration with my colleagues. We were all pushing toward the same goal: to try to move the transaction forward for the benefit of our clients. Personally, I focus my attention in order to avoid tax costs that could make the transaction unfeasible. Usually, this kind of agreements encloses many difficulties, including minor aspects that are necessary to solve for avoiding legal or tax contingencies in the future.

How was this reorganisation different than the first?

It was a totally different thing. My client, Enfoca, entered into a second stage through an unusual agreement in our legal market. The former investors were replaced by two other large institutional investors who reaffirmed their trust in the same Administrator or General Partner. From the tax point of view, this change of investors did not affect the achievement of the target.

What was the most challenging aspect of this transaction for you?

The diversity of agreements and businesses involved in the transaction, as well as the importance in economic terms, forced us to seek creative solutions. In addition, the commercial negotiations were developed within a certain dynamic that changed at the last moment, and as a consequence, this situation forced us to reformulate legal schemes that we thought were closed. I think we did an excellent job and we are sure that our client is very satisfied. The agreement was important for all parties, and for our country too, because it proved that the investors believe in Peru as a good place to make business.

Usually, what tax aspects consider this kind of agreements?

In legal terms, we focus our task in trying to avoid the tax costs that make non-viable the operation. First, we analyse the exit costs for investors, and on the other hand, since the business contains a private equity, with a certain maturity and exit period, we are aware that the savings of now will not be transferred in the future to the new investors.

Moorcrofts’ corporate team has advised leading recruitment firm and recruitment software provider, Endorsed Group Limited, on a multimillion pound corporate reorganisation and merger of the Chapman Black and Elliot Browne Groups.

The reorganisation involved the interposition of a new holding company, Endorsed Group Limited, which brought together 10 associated companies, including Elliott Browne International Limited which is a global leader within Microsoft and Business Intelligence Technologies and Endorsed Technologies Limited, a leading recruitment software provider, into one group.

The transaction involved business transfers, share exchange arrangements, the transfer of intellectual property and assets, the creation of a bespoke and performance led employee share scheme and the creation of new tracker shares in the holding company to facilitate complex capital sharing arrangements. Moorcrofts also worked closely with lawyers in the US and Germany to transfer the US and German subsidiaries to the group.

Teri Hunter (Corporate Partner) led the transaction with support from Will Pearce (Senior Corporate Solicitor), Kierendeep Sahota (Corporate Solicitor) and Katie Osborne (Commercial and IP Solicitor).

Here we speak exclusively to Teri Hunter, Moorcrofts CFO and Corporate Partner about her involvement in this project and the challenges she faced along the way.

Please tell us a little about your work.

I joined Moorcrofts in 2000 and became a partner in 2007. I specialise in corporate law, with a particular focus on transactional work including sales, acquisitions, management buy outs and investments. I also advise on all types of corporate restructuring including capital reductions, share repurchases, hive ups and demergers, as well as share exchanges.

Some notable transactions that I have worked on include the sale of award winning betting and gaming digital solutions company Grand Parade Limited to strategic buyer William Hill PLC, for £13.6 million in cash and shares, the £6 million sale of Teamultra to Computacenter (UK) Limited, the sale of notable branded slushy drinks company to Vimto, advising on a Hong Kong joint venture of a London based fashion and photographic business, the demerger of a South East based nursing and respite care provider, the sale of legal software provider Peapod, and the £18 million sale of aerospace, military, telecommunications software provider Varisys Limited.

What was your specific role?

I was the partner leading the transaction and various teams across the world, including my experienced team of lawyers at Moorcrofts as well as German and US lawyers to deal with the cross border international elements.

As part of the corporate reorganisation, Moorcrofts set up a new holding company, Endorsed Group Limited, which then purchased 10 associated companies, including Elliott Browne International Limited which is a global leader within Microsoft and Business Intelligence Technologies and Endorsed Technologies Limited, a leading recruitment software provider, into one group.

The transaction involved business transfers, share exchange arrangements, the transfer of complex intellectual property and assets, the creation of a bespoke tracker share regime and holding company structure to facilitate complex capital sharing arrangements, and the creation of a performance led employee EMI share scheme.

What were the challenges, if any, of bringing the deal to completion?

Moorcrofts worked closely with lawyers in the US and Germany to facilitate the transfers of the US and German subsidiaries to the group. We held regular conference calls with the US and German lawyers to ensure that their objectives were aligned with ours at all times; open communication ensured a smooth process and allowed for any issues to be ironed out as quickly as possible.

We also worked closely with the Company’s tax advisers Nunn Hayward throughout to make sure the arrangements at each step stayed within the complex tax regulation.

With a large number of companies and shareholders forming part of the merger arrangements and share scheme, there were nearly 300 documents, and we had to stay flexible on final terms right up until completion. This presented a logistical challenge to get documents finalised quickly and also to provide clear advice on an evolving situation. We had to be able to promptly identify and communicate both the financial and legal consequences of the interrelated steps within a changing landscape and advise the company accordingly.

The Capital Law Office represented UCity on the acquisition of all assets from Unicorn Enterprise, a wholly-owned subsidiary of BTS Group, which engages in real estate and property businesses. Partner Paradorn Leosakul led the transaction, which was valued at β12 billion (US$363.6m) and below we speak with him about this transaction, the firm’s involvement and how he navigated his team through it all.

Interview with Paradorn Leosakul

Please tell me about your involvement in the deal?

We represented UCity Public Company Limited in the acquisition of all assets from Unicorn Enterprise Co., Ltd., a wholly owned subsidiary of BTS Group Holdings Public Company Limited, engaging in the property business with a transaction value of THB 12 billion (approximately USD 363.6 million).

Why is this a good deal for all involved? What challenges arose? How did you navigate them?

This transaction is the acquisition of all assets and liabilities of Unicorn Enterprise Co., Ltd., a wholly owned subsidiary of BTS Group Holdings Public Company Limited, engaging in the property business through the Entire Business Transfer transaction.  In this transaction, the consideration for this acquisition payable by UCity is in the way of: (i) accepting the outstanding debts of Unicorn; and (ii) issuing newly issues preferred shares plus Warrants to purchase ordinary shares to Unicorn.  In addition to the acquisition, UCity also offered newly issued preferred shares plus Warrants to purchase ordinary shares (as a ‘sweetener’) to Bangkok Bank under the private placement and to the existing shareholders under the right offering.

Since the consideration for this acquisitions is an issuance of newly issued preferred shares which will be listed on the Stock Exchange of Thailand, the preferred shares are consisted of special features such as (a) accumulative dividend for year 1-5th; (b) convertible to ordinary shares after year 5th; and (c) the voting right is one share for one vote but may be decreased after the 5th year  (if there is no unpaid accumulative dividend).  Due to the feature of preferred shares, these is an unprecedented case, in which we need to do a lot of legal research and consultation with the relevant regulatory.

UNIFIN Financiera, S.A.B. de C.V., SOFOM, E.N.R. (BMV:UNIFIN) (“UNIFIN” or the “Company”), announced that the Company carried out a private offering of Subordinated Perpetual Notes in the United States of America and other international markets in compliance with Rule 144A and Regulation S of the US Securities Act of 1933 (the “Subordinated Notes”) and the applicable regulations of the jurisdictions where such offer was made (the “Offering”) for an aggregate principal amount of US$ 250,000,000.00 with an annual interest rate for the first seven years from the issue date of 8.875%. The Offering was oversubscribed more than 7 times based on the strong fundamentals of the Company and positive growth outlook.

The date of issuance and settlement of the Subordinated Notes was 29  January 2018. The Subordinated Notes have no fixed final maturity date; however, the Company has the right to redeem all, but not less than all of the Subordinated Notes at its option on the seventh anniversary of the issue date, and subsequently on every fifth anniversary thereafter.

The Offering will strengthen the Company’s capital structure, allowing it to increase its capitalization ratio and consequently, continue its growth plans.

The Company will use the proceeds from the Offering to pay fees and expenses incurred in connection with the offering of the Subordinated Notes and for general corporate purposes.

Unifin’s shares are listed in the Bolsa Mexicana de Valores under ticker symbol “UNIFIN A”.

The Finnish Nixu Corporation, with offices in Helsinki, Amsterdam, Uppsala, Stockholm and San Franscisco has expanded its services with the acquisition of the Dutch ESSC (Expert Solution Support Center).

Nixu's strategic goal is to become a holistic cybersecurity partner for its clients headquartered in Northern Europe. As part of this objective, Nixu is building a strong service offering of scalable and continuous services. ESSC brings in extensive experience of service-based deliveries, increases the share of continuous revenue, and expands extensively Nixu’s international network.

ESSC is active in the specific area of ​​Identity & Access Management (IAM). With the acquisition, a globally active multidisciplinary player in the field of IAM is emerging.

De Metz acted as counsel to the selling shareholders of Expert Solutions Support Center. The transaction was led by Peter Visser. Other team members were: Otto Nunnikhoven and Bart van Zuuk.

Montecristi Solar FV, S.A.S. has secured financing to develop a 57MW solar power plant in Dominican Republic.

Becker, Glynn, Muffly, Chassin & Hosinski LLP acted as international transaction counsel on behalf of the lead lender and arranger, DEG, and lenders FMO and BIO.  Becker Glynn’s team was headed by Partner Peter Hosinski, with assistance from Lead Associate Matias Sueldo and Associate Tianpu Zhang.  In addition to primary responsibility for all of the New York law transaction documentation, Becker Glynn coordinated the efforts of attorneys for the lenders, as well as for the borrower and the sponsors, in the Dominican Republic, Germany, and Spain, and addressed a number of structural issues relating to security and anticipated ownership changes.

Housing Development Finance Corporation (HDFC) — one of India’s largest mortgage lenders — raised a sum of ₹11,104 crores (approx. $1.75 billion) from ten marquee investors.

The announcement comes less than a month after HDFC said it would raise  ₹ 13,000 crores ($2 billion) to maintain its 21% stake in HDFC Bank, by investing in other subsidiaries, exploring opportunities in the health insurance sector and looking for stressed assets in the real estate sector.

This particular investment includes selling preferential shares to investors, including: Singapore sovereign wealth fund GIC and private equity firm KKR & Co., and Waverly Pte. Ltd., an affiliate of GIC Singapore and OMERS Administration Corporation, the administrator of the pension plan for Ontario’s municipal employees (OMERS), Canada.

HDFC will sell 64.3 million shares at ₹1,726.05 apiece to the investors.

In a statement issued by the HDFC, the Hindu reports: “The key objective of raising capital is to participate in the preferential issue of HDFC Bank up to an amount not exceeding ₹8,500 crore. This would enable the Corporation to maintain its current shareholding in HDFC Bank.”

The Hindu reported that in the statement, “HDFC said it would also need capital to sponsor funds it has set up to invest in the equity and mezzanine debt of affordable housing projects, support capital requirements of its subsidiary companies as and when required and ‘capitalise on organic and inorganic growth opportunities in the affordable housing finance space’.”