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Mahesh Varia

Sunday, 23 September 2018
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Mahesh Varia

Head of Incentives & Remuneration
mahesh.varia@traverssmith.com
+44 (0)20 7295 3382
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Mahesh trained at Travers Smith and is a partner and Head of the Incentives and Remuneration Group.  He acts for companies, directors, trustees and employees on a wide range of issues, both in the context of corporate transactions and on an advisory basis.

Mahesh's work includes advising:

  • Micro Focus International PLC in respect of the employee share scheme and certain executive remunerations aspects of its US$8.8 billion acquisition (by way of merger) of the software business segment of Hewlett Packard Enterprise.
  • Janus Capital Group Inc. in respect of the employee share schemes and certain executive remuneration aspects of its US$6 billion merger with dual-listed independent global asset manager, Henderson Group Plc.
  • UK Mail Group Plc on their incentive arrangements in relation to their acquisition by Deutsche Post AG.
  • Ctrip.com International Ltd., a leading travel service provider in China and a NASDAQ listed company, in respect of the employee share schemes and executive remuneration aspects of its £1.4 billion acquisition of Skyscanner Holdings Limited.
  • Pinewood Group PLC’s board on its strategic review and the resulting £323.2 million takeover by Picture Holdco on the operation of its LTIP arrangement.
  • Wireless Group PLC on its £220 million sale to NewsCorp including guiding the remuneration committee, negotiating the proposals and communications to employee and executive share scheme participants; and UTV Media plc on employee incentives aspects on the sale of its television business to ITV. 
  • Exponent Private Equity LLP and other selling shareholders on the sale of Immediate Media Co to German media company, Hubert Burda Media.
  • Eurotunnel Group SE on the design and implementation of an offer of free shares to employees in the UK under an HMRC tax favoured share incentive plan.
  • Steinhoff International in relation to its £1.2 billion takeover offer for Home Retail Group plc (owners of Argos) and through its wholly owned-subsidiary, Conforama Investissement on its £660million recommended all cash takeover offer for Darty plc.
  • Ball Corporation (Ball) on the £4.3bn acquisition (by way of scheme of arrangements) of Rexam Plc. and on the proposals to be made to participants in the Rexam share plans.
  • Mitsui Sumitomo Insurance Company (MSI) on the employee incentive and employment tax issues relating to its £3.5bn takeover offer for Amlin plc. and on obligations under the Takeover Code in respect of the 7 executive and all-employee share plans operated by Amlin in the UK.
  • Pace plc on the employee incentives aspect of its combination with ARRIS Group Inc., including multi-jurisdictional communications to share scheme participants. The US $2.1bn transaction was effected through a scheme of arrangement and the new holding company of ARRIS is listed on the NASDAQ stock exchange.
  • Hellermann Tyton PLC (HT) on the share schemes aspect of its £1.07bn acquisition (by way of scheme of arrangement) by global auto supplier, Delphi Automotive plc.
  • Nikkei Inc. on the employee incentives aspect of its £844m acquisition of the Financial Times group from Pearson Plc.
  • Office Retail Group Limited (ORGL) on the employee share incentive aspects of its acquisition by Truworths, whose shares are listed on the JSE.
  • A-Plan insurance Group Ltd on the employee incentive aspects of its acquisition by HgCapital from Equistone Partners Europe.
  • Travelport Inc on the implementation of a UK tax advantage Share Incentive Plan (SIP) which was rolled out to 600 UK employees.
  • Pret a Manger, Graze, R&R Ice Cream and Alexander Mann (as well as a number of other private equity backed companies) on the implementation and operation of international employee share purchase plans.
  • Zedra Trustees in relation to the operation of various offshore employee benefit trusts.
  • McCarthy & Stone plc in the landmark Court of Appeal decision of McCarthy & Stone plc relating to the recovery of PAYE from employees.

Mahesh has also advised on share scheme issues in relation to a number of IPOs (on the London Stock Exchange, AIM and Dubai NASDAQ); with clients including Pets at Home Group plc, McColls Retail Group plc, Polypipe Group PLC,  the Bank of London and Middle East plc and Cenkos Securities plc.

Mahesh has been recognised as a leading individual in his field by Chambers UK (described by clients as "charming and non-confrontational, which makes him a highly personable and pleasant person to work with") and is recommended by The Legal 500. He is a regular speaker at conferences and for over 10 years edited the employment income chapter of the leading text book "Revenue Law - Practice and Principles". He is a Fellow of the Association of Taxation Technicians and an executive committee member of the Share Plan Lawyers Group.

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