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 2016 we advised on eight of the top ten Australian IPO transactions. 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.
- Credit Suisse, Macquarie Capital, UBS, Citigroup, Goldman Sachs and Morgan Stanley as the joint lead managers on the $1.5 billion initial public offering of Ingham’s Group.
- Credit Suisse and Morgan Stanley as joint lead managers on WiseTech Global’s $1 billion initial public offering.
- Viva Energy REIT on its $1.5 billion initial public offering.
- J.P. Morgan and Macquarie Capital as the joint lead managers on the $918 million initial public offering of Reliance Worldwide Corporation Limited.
- Yancoal Australia Limited’s Independent Board Committee on the company’s US$2.5 billion capital raising to fund its acquisition of Coal & Allied from Rio Tinto (the largest capital raising in Australia in 2017 to date).
- Qube on its $306 million placement and its $494 million fully underwritten accelerated non-renounceable entitlement offer to fund its acquisition of the Patricks Container Terminals business.
- Caltex Australia in relation to the block trade by its major shareholder, Chevron, of its 50% shareholding for $4.74 billion.
- Telstra on its $1.25 billion off-market share buy-back.
- Ten Network on its $154 million entitlement offer and placement.
- Spotless Group on its $1.8 billion initial public offering.
- 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.
- Gilbert + Tobin's Capital Markets team topped the Australian ECM tables, advising on the most number of deals acting as issuer’s counsel. We also ranked second in proceeds raised when acting as issuer’s counsel (Thomson Reuters).
- Gilbert + Tobin's Capital Markets team won Equity Market Deal of the Year at the 2017 Australasian Law Awards.