Menu

Capital Markets

Out Perform G+TLaw

4th December 2013

Timely reminders from the Takeovers Panel: debt deals aren’t off limits, but shareholder rights might be…

4th December 2013

By David Clee, Alex Kauye, Noah Obradovic

We discuss two recent decisions of the Takeovers Panel: Billabong International Limited and RHG Limited.

4th December 2013

Taking Private Equity Public: is floating the fund manager itself a viable strategy in Australia?

4th December 2013

By Hiroshi Narushima, Andrew Bullock

The current momentum behind IPO exits by private equity funds of their portfolio companies had us thinking whether an Australian private equity fund manager might consider floating itself?

4th December 2013

M+A Perspectives – December 2013

4th December 2013

In this month’s issue of M+A Perspectives we look at the current momentum behind IPO exits by private equity funds and two decisions by the Takeovers Panel, Billabong International Limited and RHG Limited.

19th September 2013

September Corporate Advisory Update – 2013

19th September 2013

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

19th September 2013

M+A Perspectives – September 2013

19th September 2013

In this month’s edition we look at equity derivatives in the spotlight again and Coppermoly Limited [2013] ATP 8 underwritten rights issues.

11th June 2013

M+A Perspectives – June 2013

11th June 2013

In this month’s edition we look at the new ASX standard timetables for entitlement offers, the M&A impacts of tax measures announced in the 2013-14 Federal Budget and Section 1322 – rescuing schemes of arrangement.

11th June 2013

New ASX standard timetables for entitlement offers – quicker offers and waivers for accelerated offers to become unnecessary from 2014

11th June 2013

By Rachael Bassil, Adam D'Andreti

After first flagging the possibility of introducing shorter timetables for “traditional” entitlement offers in 2012 and consulting on standardised timetables for accelerated entitlement offers in August 2011, ASX has released exposure draft amendments to the ASX Listing Rules.

11th June 2013

Section 1322 – rescuing schemes of arrangement

11th June 2013

By Sarah Turner

As we know, schemes of arrangement are commonly used to implement change of control transactions involving widely held ASX listed targets. Gilbert + Tobin’s most recent review of takeover bids and scheme of arrangement transactions revealed that 55% of public market transactions with a value of over $50 million announced in 2012 were conducted by scheme of arrangement.

3rd April 2013

FIRB policy changes for 2013

3rd April 2013

By Deborah Johns

The FIRB has released its policy for 2013, which contains two important substantive changes relating to government-related entities and the types of investments by them that require approval.

15th March 2013

ASX formalises timetable for fast-track listing process and simplifies the application process for standard waivers

15th March 2013

By Peter Cook, Rachael Bassil

ASX has formalised its timetable for fast-track listing applications for IPOs using a pathfinder prospectus or PDS.  The timetable is consistent with the ASX’s current approach to assessing listing applications in the context of up-front bookbuild structures.

28th February 2013

A get out of jail free card – the reliance of Cathay Fortune on bid conditions to pull the pin on the takeover of Discovery Metals

28th February 2013

By Sarah Turner

After a prolonged period of uncertainty for shareholders and the market, Cathay Fortune Investment Limited has walked away from its A$830 million hostile takeover bid for emerging copper developer Discovery Metals Limited and the aftermath has been anything but quiet. Both bidder and target have urged ASIC to put on its agenda the improvement of policies regarding disclosure during takeover bids. The Chairman of Discovery Metals Limited has also asked for a policy position on the use of “self-defeating” bid conditions.

28th February 2013

Creditors’ schemes in the hot seat: the Nine Creditors’ Scheme of Arrangement

28th February 2013

By David Clee, Rachel Launders, Andrew Whittingham

The decision of the Federal Court in Nine Entertainment Group Limited, in the matter of Nine Entertainment Group Limited (No 1) [2012] FCA 1464 put to rest any doubt that it is possible to use a creditors’ scheme of arrangement to effect a reconstruction by a debt to equity swap.

28th February 2013

M+A Perspectives – February 2013

28th February 2013

In this month’s edition we look at the decision of the Federal Court in Nine Entertainment Group Limited, in the matter of Nine Entertainment Group Limited (No 1) [2012] FCA 1464 and Cathay Fortune to pull the pin on the takeover of Discovery Metals.

31st January 2013

The Panel confirms the role of a “bare trustee”

31st January 2013

By Sarah Turner

Knights Capital Group Limited’s application to the Takeovers Panel alleged that a significant shareholder’s actions in seeking to remove and appoint directors meant that the shareholder was not holding the shares as a bare trustee and therefore could not rely on the section 609(2) “bare trustee” exception to the prohibition in section 606. Having accepted an undertaking from the shareholder, the Panel considered ASIC was best placed to make further enquiries into the shareholder’s role and the bare trustee exemption.

31st January 2013

One size may not fit all: tailoring a recommendation to different investment horizons

31st January 2013

By David Clee, Alex Kauye

The approach recently taken by the independent board committee of Engenco Limited in relation to the takeover bid by Elph Pty Ltd is a timely reminder that the recommendation options available to target directors extend beyond the standard yay or nay.

31st January 2013

M+A Perspectives – January 2013

31st January 2013

In this month’s edition we look at the approach recently taken by the independent board committee of Engenco Limited in relation to the takeover bid by Elph Pty Ltd and Knights Capital Group Limited’s application to the Takeovers Panel.

3rd October 2012

Austock Group Limited [2012] ATP 12: Panel takes a dim view of unfunded bid

3rd October 2012

By David Clee

Mariner Corporation Limited (Mariner) announced an intention to make an off-market takeover bid for Austock Group Limited (Austock) on 25 June 2012.

3rd October 2012

Revised reserve and resource disclosure rules: what really lies beneath?

3rd October 2012

By Chris Flynn, Ben Macdonald

On 18 September 2012 the ASX released for public comment proposed changes to the ASX Listing Rules and Guidance Notes relating to Reserve and Resource Disclosure Rules for Mining and Oil & Gas Companies. These changes follow extensive consultation with industry and other key stakeholders and have been released in conjunction with revisions to the JORC Code.

3rd October 2012

Warranty and Indemnity insurance

3rd October 2012

By Andrew Bullock, Hiroshi Narushima

We provide and update on warranty and indemnity insurance in Australia.

3rd October 2012

M+A Perspectives – September 2012

3rd October 2012

In this month’s edition we look at warranty and indemnity insurance in Australia, revised reserve and resource disclosure rules and the decision of the Takeovers Panel in Austock Group Limited [2012].

31st August 2012

Experts – not untouchable but respect their expertise

31st August 2012

By Rachel Launders

The Takeover Panel’s recent decision in Minemakers Limited 02 ATP 13 shows that, while an independent expert’s report can be challenged through the Takeovers Panel, the expert’s report must be patently incorrect or unreasonable, or the independence of the expert must be compromised, before the Takeovers Panel will intervene. This outcome was confirmed following an application for review.

31st August 2012

Takeover approaches: To disclose or not to disclose

31st August 2012

By Neil Pathak

Directors in receipt of a confidential takeover approach often face a difficult decision whether to disclose it or not. That decision can have serious ramifications for the company’s share price and media and regulatory scrutiny. The recent trend seems to be towards early disclosure of takeover approaches – we question whether that is actually a good thing for shareholders and also market integrity.

31st August 2012

M+A Perspectives – August 2012

31st August 2012

In this month’s edition we examine whether to disclose or not disclose in response to receiving a takeover approach and consider the implications of a recent Takeovers Panel decision for hostile bidders wishing to challenge alleged defects in an independent expert’s report.

31st July 2012

Need for speed: ASX proposes changes to abbreviate the traditional rights issue timetable and provides a leg-up for small cap raisings

31st July 2012

By Adam D'Andreti, Rachael Bassil

As part of its wider package of reforms to the regulation of capital raisings by ASX-listed entities, ASX has announced a proposal to shorten the standard timetable for traditional entitlement offers by up to two weeks, and changes that have the effect of reducing the spread requirements and increasing the ability of small caps to raise capital.

31st July 2012

M+A Perspectives – July 2012

31st July 2012

In this month’s edition we pause for a mid-year reflection on the State of the M+A Nation and consider the likely impact on traditional and accelerated rights issues of changes to the traditional rights issue timetable proposed by ASX.

4th July 2012

An overview of greenshoes and market stabilisation in the Australian market

4th July 2012

By Rachael Bassil, Adam D'Andreti

Since 1997, post-offer market stabilisation, or, as it is colloquially described, “greenshoes” have been features of large IPOs in Australia. The use of market stabilisation in large offerings remains an important consideration, especially given ongoing volatility in Australian and international capital markets. However, limitations in the Australian regulatory regime make it challenging to adopt stabilisation in anything other than large IPOs. The legal and regulatory issues associated with greenshoes should be understood by anyone contemplating a significant offering or sale.

4th July 2012

Putting your money where your mouth is: is there a case for a “put up or shut up rule” in Australia?

4th July 2012

By Andrew Bullock, David Clee

The recent public tussle between the board of Spotless and Spotless’ suitors at Pacific Equity Partners led to a number of market participants and commentators to call for Australia to strengthen targets’ arms by introducing a form of the UK’s “put up or shut up” rule. So is more regulation required?

4th July 2012

M+A Perspectives – June 2012

4th July 2012

This month looks at the UK’s “put up or shut up” rule, an overview of greenshoes and market stabilisation in the Australian market, and the ASX’s consultation process for the reporting requirements for Australian resources companies.

1st June 2012

Stopped from bidding when you didn’t agree to stand still – an interesting US case

1st June 2012

By Alex Kauye, Neil Pathak

A recent decision of the Delaware Court of Chancery, which is the leading US court on company law cases, provides a timely reminder for parties to potential M+A transactions that care needs to be taken in drafting confidentiality agreements to avoid unintended limitations on future conduct.

1st June 2012

Collateral benefits in schemes of arrangements

1st June 2012

By David Clee

The recent merger of Whitehaven Coal Limited (Whitehaven) and Aston Resources Limited (Aston) has put collateral benefits in schemes of arrangement back on the radar.

1st June 2012

M+A Perspectives – May 2012

1st June 2012

In this month’s edition we consider collateral benefits in schemes of arrangement and a recent US case of interest to prospective hostile bidders.

30th April 2012

Failure to minimise control impact of rights issue receives frosty response from Takeovers Panel

30th April 2012

By Rachel Launders

Guidance Note 17 – Rights Issues (GN 17) sets out the approach adopted by the Takeovers Panel (the Panel) in relation to rights issues that have the potential to affect control. The recent decision by the Panel in Real Estate Capital Partners USA Property Trust [2012] ATP 6 (Real Estate Capital Partners), in which a declaration of unacceptable circumstances was made, has confirmed the approach of the Panel as set out in GN 17 and reinforced the need for directors to take all reasonable steps to mitigate the potential control impact of a rights issue.

30th April 2012

Special dividends – sweetening the deal

30th April 2012

By Peter Feros

The payment of special and ordinary dividends prior to completion of public company takeovers has been a common theme in many recent transactions. A significant attraction for shareholders is the opportunity to access franking credits in the target which, in certain circumstances, may not be of significant benefit to an acquirer (eg private equity fund acquirers and non-residents in treaty countries which benefit from low or nil dividend withholding tax rates).

30th April 2012

M+A Perspectives – April 2012

30th April 2012

In this month’s edition we consider the benefits of paying a special dividend in the context of a public M&A transaction, and highlight the Takeovers Panel’s continuing interest in rights issues that may have an impact on control.

29th March 2012

Bridging the price gap – the rise of contingent consideration?

29th March 2012

Despite the recent improvement in Australian M&A activity, a number of strategically sensible transactions are still not getting done because of the inability of the parties to agree on price. In recognition of these volatile economic times acquirers will often take a conservative approach to placing value on the future performance of a company, while target companies are still trying to achieve the highest value for their shareholders, leading to a potential price gap between the parties.

29th March 2012

We’re the regulators and we’re here to help – capital raising for small to mid cap companies

29th March 2012

By Rachel Launders, Jordan Kent

Recent moves by the Australian Securities Exchange (ASX) and the Australian Securities and Investments Commission (ASIC) will make it easier for small to mid cap companies to raise equity.

29th March 2012

Takeovers Panel upholds importance of Truth in Takeovers without chilling the auction in Ludowici Limited

29th March 2012

By Peter Cook, Rachael Bassil, Nirangjan Nagarajah

The Takeovers Panel’s recent decisions in the matter involving Ludowici Limited serves as a timely reminder to all takeover participants of the importance of taking care with public statements in relation to a takeover bid or scheme of arrangement.

29th March 2012

M+A Perspectives – March 2012

29th March 2012

In this month’s edition we consider the Takeovers Panel’s most recent comments on “Truth in Takeovers” in the context of a live auction, promising signs from ASX and ASIC for fundraising by small to mid cap companies, and recent trends in the use of contingent consideration in control transactions.

29th February 2012

Current developments in Australia’s foreign investment rules

29th February 2012

By Kirish Kularajah, Deborah Johns

After two years at $231 million, the standard monetary threshold for notifiable transactions has increased to $244 million. Recent controversy around acquisitions by foreign persons of agricultural land in Australia has once again put Australian foreign investment rules into the spotlight, potentially impacting M&A activity in both the agribusiness and mining sectors.

29th February 2012

Not all pills are poisonous – the Takeovers Panel decision in RCL Group Limited

29th February 2012

By David Clee, Alex Kauye

The recent decision of the Takeovers Panel (Panel) in RCL Group Limited (RCL Group) has put “poison pills” back on the radar. In RCL Group, the Panel declined to conduct proceedings in relation to the operation of a contractual right given to Torchlight Real Estate Fund Limited (Torchlight) under the terms of its corporate facility agreement with ASX-listed, RCL Group Limited (RCL).

29th February 2012

Recent trends in hybrid securities and the key legal issues

29th February 2012

By Adam D'Andreti

There has been a strong resurgence in the hybrid securities market, which had been largely dormant since the onset of the GFC, with a number of recent issues by financial issuers (including ANZ, Westpac and Colonial) and corporate issuers (including Woolworths, Origin Energy, Tabcorp and AGL Energy).

29th February 2012

M+A Perspectives

29th February 2012

In this month’s edition we consider the strong resurgence in the hybrid securities market in Australia, recent comments on “poison pills” by the Takeovers Panel and current developments in Australia’s foreign investment rules.

Follow Us On TwitterTwitter Logo

Follow Us On LinkedInLinekdIn Logo

Follow us on YoutubeYoutube Logo