NSW Supreme Court confirms that ASX-listed companies and their underwriters do not owe shareholders any duty of care in the way they conduct accelerated entitlement offers. The decision is significant since it is the first time that accelerated entitlement offers have received judicial attention and the decision affirms the appropriateness of this form of capital raising and the way it is conducted.
To execute a successful capital markets transaction, participants need to pursue their commercial goals whilst working within the financial and legal parameters in this jurisdiction and globally. To successfully navigate these challenges, you need legal advisers skilled in interpreting existing and developing legal requirements combined with a strong awareness of commercial and market realities.
Our place in the market
In the first three quarters of 2015 we advised on 5 of the top 6 IPOs in the market totalling over $4 billion. We are routinely recognised by Thomson Reuters as being the number one adviser in the market to underwriters/joint lead managers, by number of deals. Our relationships with investment banks operating in the Australian market are second to none.
Our Capital Markets team advise listed companies and funds, financial advisers and their clients, underwriters and institutional investors across the range of Australian capital markets transactions. Providing commercial advice and outcomes, we ensure our clients are kept informed and feel in control throughout the process.
We are renowned for providing innovative advice on new and existing financial structures and financial products. We have acted for many listed corporations in their debt and equity capital markets transactions. We have excellent working relationships with the Australian Securities & Investments Commission, the Australian Securities Exchange and the Australian Prudential Regulatory Authority.
- Conducting initial public offerings.
- Establishing and structuring listed and unlisted managed funds.
- Advising on subsequent offerings including rights issues (including accelerated entitlement offers), private placements, share purchase plans, DRP underwritings and on the establishment of share and interest sale facilities.
- Advising on block trades.
- Advising on the structuring of complex capital instruments, such as debenture and hybrid offerings.
- Advising on capital management strategies, including buy-backs and capital reductions.
- Debt capital markets and securitisation – on various programme establishments, drawdowns, credit-wrapped notes, US private placements and Islamic bonds.
Our team has also worked closely with investment bank advisers and corporate management to advise on a number of public-to-private transactions.
- The joint lead managers, Citigroup, Goldman Sachs, Merrill Lynch and UBS on the $2.1 billion IPO of MYOB (2015).
- Spotless Group on its $1.8 billion IPO and ASX listing (2014).
- Ten Network Holdings on its entitlement offer and placement (2015).
- The noteholders on Mirabela Nickel’s US$500 million recapitalisation and debt to equity transformation (2014).
- Macquarie Capital and Morgan Stanley, the underwriters of APA Group’s $1.8 billion entitlement offer (2015).
- Telstra on its $1 billion off-market buyback (2014).
- Caltex on the $4.7 billion block-trade sale by Chevron of its 50% shareholding (2015).
- ASX listed entity Style limited, in relation to its back door listing and capital raising of $18 million (2015).
- Gilbert + Tobin's Capital Markets team is ranked Band 1 by Chambers Asia-Pacific 2017.
- Gilbert + Tobin's Capital Markets team is ranked by Legal 500 2017.