Private Companies 15

UK

October 17, 2017: Fladgate LLP: Cinema Holiday Pay

NEWS BITES - PRIVATE COMPANIES

The question of how to calculate holiday pay has been perplexing employers and their legal advisers since 2014, when a case brought by a British Gas worker upset the status quo. The worker in question, Mr Lock, received results-based commission in addition to his basic salary. However, when he was on holiday, Mr Lock was 'paid basic salary only', which inevitably left him financially worse off after a period of annual leave.

The Employment Tribunal determined that results-based commission should be included in the pay that Mr Lock received when on holiday. A key factor behind the decision was the finding that the relevant holiday legislation was intended to safeguard a worker's right to paid periods of rest as an important principle of social law and as a health and safety measure. Workers should not be disincentivised from taking annual leave and it was reasoned that a dip in income would have the effect of discouraging workers from taking time off.

So, whilst commission-based roles may not be common in the cinema exhibition industry, workers do receive other variable rates of pay. For example overtime may be paid to help resource the seasonal flux in attendance numbers or cover last minute difficulties with the availability of casual workers. Bonuses may also be awarded, for example Christmas or year-end bonuses if a cinema has performed particularly well. The Lock decision led to many questions about how to calculate a week's pay for workers' holiday pay, if their pay included variable payments like these.

INDEX

SECTION 1 FLADGATE LLP PROFILE

SECTION 2 PRESS RELEASES: 2017

SECTION 1 FLADGATE LLP PROFILE

1.1 ACTIVITIES

Fladgate LLP provides legal advisory and consulting services. The firm offers commercial, commercial property, competition, construction, corporate, corporate recovery, employment, environment, IT, intellectual property, litigation, sports, and taxation solutions. The commercial solution focuses on agency and distribution agreements, branding and trade mark issues, confidentiality agreements, facilities/outsourcing agreements, finance/operating equipment leases, franchising agreements, joint venture agreements, manufacturing and supply contracts, marketing and merchandising agreements, media and publishing licenses, partnership agreements, and terms and conditions of purchase/sale of goods and supply of services. Information Technology focuses on technology law including e-commerce and data protection issues, branding including trade marks and domain names, intellectual property, IT disputes, product development and protection, knowledge transfer, cross border expansion and trade including franchising, distribution and sales agreements, high value contracting, corporate finance, and licensing. The firm, formerly known as Fladgate Fielder, was founded in 1760 and is headquartered in London, United Kingdom.

1.2 SUMMARY

Fiscal Year End: 31 Mar 2016

PermID: 5000869311

Website: http://www.fladgate.com

Industry: Miscellaneous Commercial Servi

SECTION 2 PRESS RELEASES: 2017

September 27: Fladgate LLP: Refinancing of Blakes Hotel, Kensington

Fladgate has acted for long standing client Blakes Property Holdings Limited and Blakes Management Limited in relation to the refinancing by HSBC of Blakes London, a boutique hotel in Kensington. The refinance replaced the existing facilities provided by Santander.

Blakes London is the creation of famed British designer Anouska Hempel and was one of the first "couture" hotels when it opened in 1978. As a hotelier, Hempel has owned, designed and managed three award winning, luxury boutique hotels - Blakes London, Blakes Amsterdam and The Hempel - all of which showcase her signature style.

The team at Fladgate was led by partners Gary Smith (banking) and Stephen Lewis (real estate) with assistance from Naomi Clancy (banking associate), Amanda Hado-Bodfield and Rebecca Tavares (real estate senior associates).

Source: Company Website

September 21: Fladgate LLP: Fladgate diversity champion shortlisted for Women of the Future Award 2017

Fladgate is delighted to announce that corporate partner Mythily Katsaris has been shortlisted for the professions category in the Women of the Future (WOF) Awards 2017 in association with Aviva. The WOF Programme aims to build a community of influential women determined not only to build fruitful professional and personal relationships with one another, but to be advocates for an exciting new generation of business talent. The WOF Awards are a platform for successful young women in Britain and seek to recognise and celebrate the achievements of the UK's wealth of female talent. Now in their eleventh year, the awards continue to discover the inspirational stars of tomorrow across diverse sectors. The awards ceremony will take place on 15 November at the London Hilton, Park Lane.

Mythily joined Fladgate as an associate in 2007 and was promoted to equity partner in 2013, becoming the firm's youngest ever partner. In the last four years she has co-managed Fladgate's India practice, consolidating the firm's reputation as one of the leading advisers to midcap Indian companies, non-resident Indians and high net worth individuals. Mythily is actively involved in business development for the firm, and frequently travels abroad, often at the request of clients, to meet with them and their referrals. She has also played an integral role in identifying and developing a niche practice in the acquisition and management of luxury assets such as vintage cars, yachts, private jets and helicopters; she heads Fladgate's luxury assets group.

Mythily is also a devoted wife and mother to two children, both of whom were born whilst she has been at Fladgate.

Mythily is keenly involved in the diversity and inclusion agenda at Fladgate. She takes her responsibilities to the partnership seriously, and has had a significant input into the development and implementation of initiatives relating to family friendly policies and improving the access to legal careers of disadvantaged individuals.

At the same time as managing her practice and family, Mythily undertakes a substantial amount of pro bono legal work for UK and Indian charities.

September 20: Fladgate LLP: Fladgate advises Starwood European Real Estate on the sale of SOF-10 Beagle Investments

Fladgate LLP has acted for Starwood European Real Estate on the sale of SOF-10 Beagle Investments Lux S.a r.l., the SPV which owns One Braham, London E1 for Pound65m. One Braham has planning for 317,000 sq ft of office space which will be constructed over the next two years. Aldgate Developments Limited, a long-term client of Fladgate, has been retained as the development manager and consequently the firm has been instructed on the real estate work going forward.

The Fladgate team was led by real estate partner Nick Mumby, assisted by corporate partner Amy Collins, corporate associate Diana Mennie, tax partner Hamilton Forrest, planning associate Rachel Lindop and real estate associate Jennifer Johnson.

Source: Company Website

September 06: Fladgate advises on sale of casino development to European casino operator

Fladgate's leisure team has advised Saw Close Casino Limited (SCCL) on the real estate aspects of its sale to Austrian based Century Casinos Europe GmbH, whose parent company Century Casinos, Inc. is listed on NASDAQ. This is Century Casinos' first acquisition in the UK.

SCCL had previously agreed a 30 year lease for a 15,000 sq ft casino development in the centre of Bath. The casino will offer 18 gaming tables, 35 slot machines and 24 automated live gaming terminals and will form part of a mixed-use leisure development, which will also include a 147-bedroom four-star hotel and two restaurants.

Fladgate's construction team will now advise Century Casinos on the construction and fit out works, with the casino scheduled to start operations in the first quarter of 2018, subject to receipt of the regulatory and governmental approvals.

Erwin Haitzmann and Peter Hoetzinger, Co CEOs of Century Casinos, said: "We are excited about the opportunity to enter the UK gaming market with the addition of the Saw Close Casino to Century's portfolio. We believe the casino in Bath has the potential to provide an attractive return on our investment."

The Fladgate team was led by leisure partner Stephen Lewis, assisted by corporate associate David Baverstock.

Source: Company Website

June 13: Events Calendar: Fladgate sponsors Family Office & Wealth Management Conference

Fladgate LLP is delighted to sponsor DC Finance's Family Office & Wealth Management Conference on 13 June 2017.

With over 400 ultra and high net worth individuals and family office executives in attendance, this is one of the world's largest wealth management events held annually at the Hilton Tel Aviv. This prestigious conference provides an annual meeting place for the Israeli wealth family office and high net worth individuals' community.

Real estate partner Richard Kaufman and private wealth partner Helena Luckhurst addressed the conference on "UK property: the new tax rules for non-residents".

Source: Company Website

June 12: Fladgate advises on Amy Winehouse statue loan agreement

Fladgate's leisure team has acted for The Camden Market Management Company Limited on an agreement for the loan of the official Amy Winehouse statue, which is on display at Camden Market Stables.

Winehouse (1983-2011) was a British singer and songwriter who had become strongly associated with Camden Town until her death in 2011. The work was created by the British sculptor Scott Eaton, who said that it had been designed to convey Winehouse's "attitude and strength, but also give subtle hints of insecurity."

The team was led by commercial partner Alan Wetterhahn, assisted by commercial associates Muhammed Bhaimohmed and Ben Milloy.

Source: Company Website

May 26: Fladgate LLP: Kering wins Luxury Law Award for Sustainability

Fladgate's luxury law team, sponsors of the Sustainability Award at the Luxury Law Awards 2017, congratulates Kering on winning the award. The Luxury Law Awards are designed to recognise the skills that it takes to guide a luxury business or brand to profitable success and the legal teams who stand behind the best luxury business leaders.

Kering, which is the owner of global sport and lifestyle brands including Alexander McQueen, Saint Laurent, Stella McCartney, Gucci and Puma, has launched a new long-term sustainability strategy for its luxury brands following a one-year fact finding process. The strategy is one of the most wide-ranging and ambitious to emerge from the global apparel industry, incorporating the entire supply chain, starting from the design process. The company has taken active steps to achieve the highest social and environmental standards in its sectors and through this, influencing the industry as a whole.

Fladgate's chairman, Charles Wander, commented: "Luxury law is a core part of Fladgate's business, whether transactional, IP, employment, tax, contractual or contentious. With an established track record of expertise and success in this field, our lawyers deliver exceptional service characterised by robust, commercial and technically expert advice. For its leadership on promoting sustainability, Kering deserves this award."

Source: Company Website

May 25: Fladgate LLP: Fladgate advises Opera Investments plc on acquisition, placing and admission to AIM

Fladgate advised Opera Investments plc (now renamed Katoro Gold plc) on the acquisition of Kibo Gold Limited from AIM listed Kibo Mining plc for a total consideration of Pound3.66m, and the admission of the enlarged group to AIM. The acquisition constituted a reverse takeover for Opera and provides Opera with ownership of the Imweru and Lubando gold projects in Tanzania. The market capitalisation of the enlarged Katoro Gold group on admission was Pound6.5m.

The transaction also involved a placing to raise Pound1.5m. The financing will fund the development of the Imweru project, and provide general working capital to the enlarged group.

Opera Investments, which was listed on the Standard segment of the Official List, was formed for the purpose of acquiring a project or asset in the oil and gas or mining exploration and production sectors.

Opera Investments was advised by capital markets and natural resources partner Paul Airley, assisted by senior associate Linda Whittle.

Source: Company Website

May 17: Fladgate advises Hydrogen Group on its Pound3.3m acquisition of the Argyll Scott Group

Fladgate has acted for AIM listed recruiter Hydrogen Group PLC on its acquisition of the Argyll Scott Group for Pound3.3m in Hydrogen shares, representing 27.4% of the enlarged share capital. The objective of the acquisition is to create a multi-brand recruitment group, able to deliver a service across multiple functions, industries and countries. The acquisition has created a global group with 350 staff.

Corporate partner Ian Brent acted for Hydrogen, having acted for Hydrogen when they originally listed on AIM in 2006. Ian specialises in advising recruitment companies. Associate Gemma Grunewald provided tax advice.

Source: Company Website

May 15: Fladgate advises on the sale of the Magal Group to Arlington Industries

Fladgate has advised on the sale of the Magal Group, an industry leading automotive component and system supplier, to Arlington Industries, a Cartesian Capital Group backed supplier to the automotive and aerospace sectors.

Magal is recognised as a tier one global strategic supplier, attaining preferred supplier status with Ford, Daimler, Jaguar Land Rover, Renault Nissan and PSA.

Arlington itself is a tier one supplier to many of the major automotive OEMs.

The deal was supported by a Pound45m facility by Wells Fargo and Shawbrook Bank, which will also fund Arlington's growth plans.

Julian Lewis, corporate partner and lead lawyer on the sale commented: "This was a very rewarding and extremely complex transaction on which to be instructed, given the industry leading status of both Magal and Arlington, and the international nature of the Magal Group. We managed the sale across multiple jurisdictions, including France, Turkey, India and the UK and worked very closely with our clients' tax, accounting and corporate finance advisers. In addition, the automotive industry has many sectors specific nuances with which we dealt."

Gamil Magal, one of the Magal sellers, commented: "I cannot speak highly enough of the Fladgate team led by Julian, all of whom went above and beyond the call of duty to protect our interests throughout the transaction".

As well as Julian Lewis, the Fladgate team comprised tax partner Hamilton Forrest, commercial and competition partner Eddie Powell, corporate senior associate Melissa Needham, employment senior associate Mike Tremeer, corporate associate Orit Rioumine Gold and property associate Jennifer Johnson.

Source: Company Website

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