Pinsent Masons LLP
Pinsent Masons LLP
News Article | May 4, 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014). Ithaca Energy Inc. (TSX: IAE; LSE: IAE) ("Ithaca" or the "Company") announces that the share tendering process has now been completed for the cash takeover offer made by Delek Group Ltd. ("Delek") for all the common shares of the Company not owned by Delek or any of its affiliates for C$1.95 per share (the "Offer"). Following payment for the common shares tendered during the mandatory extension period for the Offer that expired on 3 May 2017, Delek will own 94.2% of the issued and outstanding common shares of the Company via its affiliate DKL Investments Limited. Advisors RBC was the financial advisor to the Company on the takeover and delivered a fairness opinion addressed to the Special Committee (as defined and described in the Director's Circular). GMP FirstEnergy acted as the formal valuator under the terms of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Pinsent Masons LLP and Burstall Winger Zammit LLP were legal advisors for the Company. The Company also received strategic advice from Geopoint Advisory Limited. About Ithaca Energy Ithaca Energy Inc. (TSX: IAE; LSE: IAE) is a North Sea oil and gas operator focused on the delivery of lower risk growth through the appraisal and development of UK undeveloped discoveries and the exploitation of its existing UK producing asset portfolio. Ithaca's strategy is centred on generating sustainable long term shareholder value by building a highly profitable 25kboe/d North Sea oil and gas company. For further information please consult the Company's website at www.ithacaenergy.com. About Delek The Delek Group, Israel's leading integrated energy company, is the pioneering leader of the natural gas exploration and production activities that are transforming the Eastern Mediterranean's Levant Basin into one of the energy industry's most promising emerging regions. Having discovered Tamar and Leviathan, two of the world's largest natural gas finds since 2000, Delek and its partners are now developing a balanced, world-class portfolio of exploration, development and production assets. Delek's head office is located at 19 Abba Eban Blvd., P.O.B. 2054, Herzliya 4612001, Israel. Cautionary Statement This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Such an offer may only be made pursuant to an offer and takeover bid circular filed with the securities regulatory authorities in Canada and pursuant to registration or qualification under the securities laws of any other applicable jurisdiction. The distribution of this press release in or into certain jurisdictions may be restricted by law and therefore persons into whose possession this press release comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Agency: GTR | Branch: EPSRC | Program: | Phase: Research Grant | Award Amount: 4.56M | Year: 2016
Today we use many objects not normally associated with computers or the internet. These include gas meters and lights in our homes, healthcare devices, water distribution systems and cars. Increasingly, such objects are digitally connected and some are transitioning from cellular network connections (M2M) to using the internet: e.g. smart meters and cars - ultimately self-driving cars may revolutionise transport. This trend is driven by numerous forces. The connection of objects and use of their data can cut costs (e.g. allowing remote control of processes) creates new business opportunities (e.g. tailored consumer offerings), and can lead to new services (e.g. keeping older people safe in their homes). This vision of interconnected physical objects is commonly referred to as the Internet of Things. The examples above not only illustrate the vast potential of such technology for economic and societal benefit, they also hint that such a vision comes with serious challenges and threats. For example, information from a smart meter can be used to infer when people are at home, and an autonomous car must make quick decisions of moral dimensions when faced with a child running across on a busy road. This means the Internet of Things needs to evolve in a trustworthy manner that individuals can understand and be comfortable with. It also suggests that the Internet of Things needs to be resilient against active attacks from organised crime, terror organisations or state-sponsored aggressors. Therefore, this project creates a Hub for research, development, and translation for the Internet of Things, focussing on privacy, ethics, trust, reliability, acceptability, and security/safety: PETRAS, (also suggesting rock-solid foundations) for the Internet of Things. The Hub will be designed and run as a social and technological platform. It will bring together UK academic institutions that are recognised international research leaders in this area, with users and partners from various industrial sectors, government agencies, and NGOs such as charities, to get a thorough understanding of these issues in terms of the potentially conflicting interests of private individuals, companies, and political institutions; and to become a world-leading centre for research, development, and innovation in this problem space. Central to the Hub approach is the flexibility during the research programme to create projects that explore issues through impactful co-design with technical and social science experts and stakeholders, and to engage more widely with centres of excellence in the UK and overseas. Research themes will cut across all projects: Privacy and Trust; Safety and Security; Adoption and Acceptability; Standards, Governance, and Policy; and Harnessing Economic Value. Properly understanding the interaction of these themes is vital, and a great social, moral, and economic responsibility of the Hub in influencing tomorrows Internet of Things. For example, a secure system that does not adequately respect privacy, or where there is the mere hint of such inadequacy, is unlikely to prove acceptable. Demonstrators, like wearable sensors in health care, will be used to explore and evaluate these research themes and their tension. New solutions are expected to come out of the majority of projects and demonstrators, many solutions will be generalisable to problems in other sectors, and all projects will produce valuable insights. A robust governance and management structure will ensure good management of the research portfolio, excellent user engagement and focussed coordination of impact from deliverables. The Hub will further draw on the expertise, networks, and on-going projects of its members to create a cross-disciplinary language for sharing problems and solutions across research domains, industrial sectors, and government departments. This common language will enhance the outreach, development, and training activities of the Hub.
Agency: European Commission | Branch: FP7 | Program: CP-IP | Phase: NMP.2013.1.3-1 | Award Amount: 11.20M | Year: 2013
The main objective of GUIDEnano is to develop innovative methodologies to evaluate and manage human and environmental health risks of nano-enabled products, considering the whole product life cycle. A strategy to identify hot spots for release of nanomaterials (NMs) will be followed by decision trees to guide on the use of (computational) exposure models and, when necessary, design of cost-effective strategies for experimental exposure assessment. These will include on-site and off-site monitoring of industrial processes, use, accelerated aging, recycling and disposal set-ups. In all cases, there will be a strong emphasis on the transformation of NMs. Similarly, a tiered strategy to evaluate the environmental fate and the hazards for ecosystem and human health of NMs will be developed. The project will consider pristine synthesized NMs, transformed NMs released during the life cycle of the product, and interactions of the NMs with other substances in their host matrices and ubiquitous pollutants. The project will also develop innovative solutions to reduce identified risks. These will include safer-by-design approaches (to reduce NM hazard, reduce migration and release, or accelerate degradation when released), new technological solutions for exposure control measures, and solutions for waste minimization and treatment. These developments will be incorporated into an web-based Guidance Tool, which will guide the nano-enabled product developers (industry) into the design and application of the most appropriate risk assessment & mitigation strategy for a specific product. The correct implementation of this guidance will ensure that the risks associated to a nano-enabled product, throughout its whole life cycle, have been appropriately evaluated and mitigated to an acceptable level. This methodology will set up the basis for the certification (by an independent third party), as a risk communication tool addressed to regulators, insurance companies, and the society.
News Article | December 24, 2016
NEW YORK and LONDON, /PRNewswire/ -- Inspired Entertainment, Inc. ("Inspired" or the "Company") (NASDAQ: INSE, INSEW) (known prior to completion as Hydra Industries Acquisition Corp.), announced today the Company's business combination with Inspired Gaming Group ("IGG") has been successfully completed. The transaction was unanimously approved by the boards of directors of both companies and was approved by approximately 89% of Hydra's stockholders on December 22, 2016. With the closing of the transaction, IGG has become a wholly-owned subsidiary of Inspired. Inspired will continue to trade on NASDAQ under the tickers INSE and INSEW for the common stock and warrants, respectively, beginning Wednesday, December 28, 2016. Inspired is a global games technology company, supplying Virtual Sports, Mobile Gaming and Server-Based Gaming systems with associated terminals and digital content to regulated betting, gaming and lottery operators around the world. Inspired currently operates more than 25,000 digital gaming terminals and supplies its Virtual Sports products in more than 35,000 venues and on over 100 websites in 30 countries. Inspired employs over 800 employees in the UK and elsewhere, developing and operating digital games and networks. Lorne Weil, Executive Chairman of Inspired Entertainment, Inc., said, "We are truly delighted to combine the respective management teams of Hydra and Inspired. Luke Alvarez and his team created a company whose products entertain and are played by millions of end customers through a broad range of distribution channels. We believe Inspired is uniquely positioned to expand the distribution of its unique and cutting edge content and are excited to embark on building out this world-class business." Luke Alvarez, President and Chief Executive Officer, said, "Over the last fifteen years, Inspired has established itself as a leading provider of content and technology to the global gaming industry, focused on "Entertainment with an EDGE". We are thankful to our investors, our customers and our players for helping us achieve today's milestone. I look forward to working with Lorne, his team, and our public shareholders to bring our products to new markets and to take Inspired to the next level." Macquarie Capital acted as M&A Advisor to Hydra. Kramer Levin Naftalis & Frankel LLP and Mishcon de Reya LLP acted as legal counsel to Hydra. EarlyBird Capital acted as capital markets advisor to Hydra. Morgan Stanley acted as M&A Advisor to IGG. Dickson Minto W.S. and Willkie Farr & Gallagher LLP acted as legal counsel to IGG. Management was advised by Proskauer Rose LLP and Pinsent Masons LLP. Forward Looking Statements This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on Inspired's management's current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Inspired's control that could cause actual results to differ materially from the results discussed in the forward-looking statements. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Inspired's most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC's website at www.sec.gov. Inspired is a global games technology company, supplying Virtual Sports, Mobile Gaming and Server-Based Gaming systems with associated terminals and digital content to regulated betting, gaming and lottery operators around the world. Inspired currently operates more than 25,000 digital gaming terminals and supplies its Virtual Sports products in more than 35,000 venues and on over 100 websites in 30 countries. Inspired employs over 800 employees in the UK and elsewhere, developing and operating digital games and networks. Additional information can be found at www.inspiredgaminggroup.com
Ford R.,Pinsent Masons LLP
Environmental Law and Management | Year: 2012
Local planning authorities receive no guaranteed funding and there is no DCC application fee to cover the categories of NSIPs. The problem for local authorities, sitting in the localism corner, is that these NSIP projects may well parachute into the local area, completely unannounced in local policy terms. The problem is the inability for local authorities to know in sufficient time about a NSIP so as to inform their spatial planning, and particularly to take account of the potential impacts from such NSIPs and the need to take account of proposed projects in their local infrastructure plan. Local authorities, parish councils and interested parties are also pointing out to Inspectors in the DCO process that section 104(2)b and 104(2)d of the Planning Act 2008 means that their views are important, but of course it is relatively difficult to say that any such representations would carry significant weight.
Fletcher L.,Pinsent Masons LLP
Environmental Law and Management | Year: 2013
The EU Renewable Energy Directive 2009 (2009/28/EU) established an EU common framework for the promotion of renewable energy, set a target of 20 per cent of the EU's overall energy consumption (electricity, heat and transport fuels) to come from renewable energy by 2020 and to reduce greenhouse gas emissions in the EU by 20 per cent by 2020, and is therefore known as the 20-20- 20 package. The directive also set within this legally binding. Under the scheme a tariff is paid (quarterly) per kWh of renewable heat generated and this support is then available for 20 years at that tariff rate, subject to annual adjustments in line with RPI, and subject further to the degression mechanism which has subsequently been introduced. Since then a flexible degression mechanism has been introduced, as from April 2013, in the same way as for the FiT scheme, to allow tariff reductions to respond to increased uptake of the subsidy support.
Williams K.,Pinsent Masons LLP
Society of Petroleum Engineers - SPE Offshore Europe Conference and Exhibition, OE 2015 | Year: 2015
We are all aware that the percentage of females working in the industry in the UK falls short. We know that this is a resource which is under-utilised. So what can be done to increase and retain the numbers, and how can the legal framework help? This paper firstly discusses some of the reasoning behind the low levels of representation of women in the UK oil and gas workforce. It goes on to discuss how under-representation can be tackled, from a legal perspective. The paper outlines the current legislative framework: in plain terms what is required by the law and what is prohibited. It goes on to focus in particular examples of recent legislative developments which are intended to act as a catalyst for more rapid social change, by contrast to established equality law which has achieved only a slow improvement in workplace diversity. The paper also considers some of the practical impact of these new laws, such as the challenges involved in enabling flexible working patterns whilst meeting operational and logistical demands. The paper identifies what could be gained by embracing the legal requirements which aim for a working environment where employees are better enabled to combine their careers with their personal and family lives, and where both parents can play an equal role in the early stages of their children's lives. These future workplaces are significantly more attractive to women. The paper concludes that oil and gas employers should take a proactive view on legal developments such as flexible working and shared parental leave. Employers need to be forward-thinking about how they facilitate these changes and position themselves to attract recruits from the female population and ensure that they retain talented female employees throughout the organisation. The industry should aspire towards creating a seismic shift in the level of female participation in its workforce. © Copyright 2015, Society of Petroleum Engineers.
Seddon C.,Pinsent Masons LLP
Computer Law and Security Review | Year: 2011
"The task of a leader is to get his people from where they are to where they have not been" Henry A. Kissinger With stuttering growth in the Western economies where major sourcing and TMT (Technology, Media & Telecoms) contracts are pervasive, it is perhaps not surprising that internal and external legal counsel are increasingly being called upon to advise clients on termination options and strategies to effect or oppose a threatened termination for breach of contract. This short paper considers why this has happened and the other factors which are in play which have meant that advice on termination and the renegotiation of contracts in this context has become more common. Expertise in this area is part of an IT lawyer's tool kit and we consider that this is an area where internal and external legal counsel can make a substantial difference in delivering solutions to their clients. In this paper I talk about termination and renegotiation interchangeably. The reason for this as will become clear is that all forms of termination, whether they are consensual or contested, will involve some form of renegotiation of the terms of the contract between the parties. This is because it is almost impossible except perhaps in the simplest of installations to predict the nature in which a supplier or a customer may wish to change the services provided, and consequently even the most carefully crafted of exit and transition clauses, schedules and plans will require some form of post-contract negotiation between the customer, the outgoing supplier and potentially a new supplier or suppliers. This will necessarily involve some form of renegotiation of the terms of the contract between the parties. This paper looks at renegotiation in the context of a termination scenario rather than dealing with renegotiation during the normal course of operation of the contract. © 2011 M. Taylor. Published by Elsevier Ltd. All rights reserved.
Thomas S.,Pinsent Masons LLP
Water and Wastewater International | Year: 2011
Sarah Thomas addressed the challenges faced by water or wastewater treatment build-operator-transfer contracts adapting Intentional Federation of Consulting Engineers' (FIDIC) Design, Build Operate form. FIDIC launched its Design, Build Operate form, which combined design & build and a 20 year 'Operation Period' within a single contract. The design build obligations replicated FIDIC's Yellow Book (Design and Build, which was improved to introduce flexibility into the time period for giving notice of claims. Another relevant point associated with a water treatment plant and long-term operation was innovation and the use of new technology or new materials.
Ross F.,Pinsent Masons LLP
Environmental Law and Management | Year: 2014
The UK Government's Contracts for Difference (CfD) regime will finally go live on 14 October, 2014, providing a new mechanism of support for renewable and low carbon electricity generation. The CfD regime has been developed under the electricity market reform (EMR) program, with the aim of supporting investment in renewable and low carbon generation, whilst reducing the cost to energy consumers. Generators eligible for support will receive the difference between the ?reference price' and the strike price set out in their CfD. The generator must also be validly incorporated as a business entity, and the project must not have been in receipt of any other government support. Based on the eligibility criteria it will be possible to apply for a CfD at an earlier stage in the lifecycle of a project than is currently possible under the RO, under which an application for accreditation can only be made a maximum of two months before commissioning the plant. Once the CfD has been entered into there are various milestones that the developer must meet between signing and the project being commissioned, otherwise the CfD may be terminated. The implementation of the CfD regime represents a fundamental shift in the provision of government support for renewable electricity generation.