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The ASX Listing Guide has been updated to reflect new listing rules.
Directions in Equity Capital Markets presents the developments and issues shaping ECM in Australia.
With a significant presence throughout Australasia, Hong Kong and London, our equity capital markets team is at the forefront of the capital markets in the Asia Pacific and globally. Our team is highly respected, having been involved in innovative and leading transactions, acting for issuers on initial public offerings (IPOs), secondary market capital raisings, and for underwriters and lead managers on underwritings and offer structuring.
We have advised on some of the best known equity capital markets transactions in Australasia. Our experience and expertise includes listings on ASX, HKSE, LSE and AIM, global and domestic IPOs (including dual track processes and exits by private equity investors), entitlement offers, rights issues, placements and other secondary offers, secondary sales and block trades, share purchase plans, dividend reinvestment plans, as well as convertible and exchangeable notes and bonds and hybrid debt/equity securities.
Through our substantial transaction experience involving multiple jurisdictions, we have developed a reputation for ensuring compliance with applicable foreign securities law requirements.
Advised Simplify Medical Pty Limited, the Australian holding company of Simplify Medical, Inc on its fifth capital raising. Simplify Medical is a San Francisco Bay Area-based medical device company focused on the design, development and clinical testing of the most advanced cervical artificial disc for use in the spine.
Acting for the independent board committee of Yancoal Australia Limited on Yancoal's internal restructure which included the issuance of US $950 million of secured debt bonds to a consortium of financiers comprising Industrial Bank Co. Ltd, BOCI Financial Products Limited (a wholly-owned subsidiary of Bank of China Limited) and United NSW Energy Limited (a subsidiary of Bohai Harvest RST (Shanghai) Equity Investment Fund Management Co., Ltd), the transfer of mining assets and operations to new entity structured in a manner that deconsolidated the assets and the entry into management and other agreements to support the new entity.
Advised Elders Limited in relation to its $102.4 million underwritten placement and non-renounceable rights issue for the on-market acquisition of all non-controlled ELDPA Hybrids.
MinterEllison and Minter Ellison Rudd Watts advised Tegel Group Holdings Limited on its initial public offering and associated listing on NZX and on ASX (as a foreign exempt listing).
Acted for emerging e-recruitment company ApplyDirect Limited on its initial public offering and $33 million ASX listing.
Minter Ellison's Corporate M&A team has been advising longstanding blue-chip client ALS Limited in relation to its recently announced (and fully underwritten) A$325 million equity raising by way of an accelerated non-renounceable entitlement offer of new shares to existing shareholders (Equity Raising).
Advised Healthscope in its A$2.7bn takeover by scheme of arrangement by private equity consortium Texas Pacific Group (TPG) and The Carlyle Group. The recommended offer was the culmination of an intense bidding war between a number of private equity groups. Given the bidding duel, the transaction dynamics and strategies changed regularly and quickly. We had a key advisory role and were able to provide urgent and constant strategic and legal input as required in the bidding process.
Acted for iSentia Group Limited on its initial public offering of ordinary shares and listing on the Australian Securities Exchange. Shares representing approximately 70% of iSentia's capital were offered at A$2.04 per share, implying an enterprise value of over A$465 million. On completion of the IPO, the business' pre-IPO majority owners, Quadrant Private Equity, will hold 25% of iSentia's issued share capital.
Advised the PAS Group Limited on its initial public offering of ordinary shares and listing on the Australian Securities Exchange. Shares representing approximately 77% of PAS's capital are being offered at $1.15 per share, implying an enterprise value of around $160 million.
Advised Emeco Holdings and Souls Private Equity in relation to their Initial Public Offers.
Advised the decision-making Independent Board Committee of Yancoal Australia Limited in connection with its US$2.3 billion pro rata subordinated capital notes offer and balance sheet recapitalisation. This recapitalization was groundbreaking in the structure of the offer using subordinated capital notes, and the complex set of inter-linking arrangements implemented to shore up Yancoal's balance sheet and ensure its ongoing solvency.
Acted for Insurance Australia Group Limited (IAG) on the $1.85 billion acquisition of the Australian and New Zealand insurance underwriting businesses of Wesfarmers Limited, the number 1 and number 5 general insurers in Australia respectively. ACCC approval has been granted after close analysis but without the ACCC releasing a Statement of Issues.
Advising Morgan Stanley Australia Securities Limited and Macquarie Capital (Australia) Limited in relation to their roles as joint lead managers of the Watermark Market Neutral Fund Limited (Watermark) initial public offering (IPO). Watermark is seeking to raise up to $120 million under the IPO and to list on ASX Limited as a 'listed investment company'.
Acted as legal advisers to Wilson HTM in their role as underwriter and lead manager to the Bellamy's Australia Limited IPO.
Advised on the acquisition of all the issued capital of U & D Mining Industry (Australia) Pty Ltd by U & D Coal Limited. The acquisition occurred as part of an IPO process. The transaction involved the acquisition of a material set of near term highly prospective coal assets which form the key projects under pinning U&D's IPO.
Acted for Dick Smith Holdings Limited (Dick Smith) on its initial public offering of ordinary shares and listing on the Australian Securities Exchange. Shares representing 66.2% of Dick Smith's capital were offered at A$2.20 per share, implying a market capitalisation of over A$520 million. On completion of the IPO, the business' pre-IPO majority owners, being funds managed by Anchorage Capital Partners, held 20% Dick Smith's issued share capital. Shares in Dick Smith began trading on ASX in December 2013 (on a conditional and deferred settlement basis).
Acted as legal advisers to Ellerston on the IPO of a listed investment company, Ellerston Global Investments Limited.
Advised Centerbridge Partners on a recapitalisation transaction with Boart Longyear. The recapitalisation will involve a series of transactions, including debt refinancing by way of new 'covenant lite' term loans of up to US$225 million and a US$119-127 equity raising carried out in several stages along with a share buy-back.
Advised Century East Network Limited in its subscription of new shares of the Company representing approximately 43.3% of the enlarged issued share capital for HK$201.5 million, and its disposal of 51% issued share capital of the Sale Company to the Company for US$5.2 million to be settled by way of issue of consideration shares by the Company.
Advised ALS Limited on both the capital raising and debt financing elements of ALS Limited's US$533 million acquisition of Reservoir Group.
Advised an Australian subsidiary of Shanghai Baosteel Group Corporation in relation to its capital raising of US$500 million through the issue of bonds listed on the Hong Kong Stock Exchange.
Acted for ANZ in the collapse of the Pasminco Group of Companies. The group was successfully restructured leading to the IPO of Zinifex in April 2004.
