As one of the small number of mid-sized firms that can offer integrated US and UK securities advice on international capital markets transactions, we have acted for the founding shareholders of some of the largest publicly-listed companies on IPOs and other public offerings. In the UK we have acted on over 50 IPOs and capital raisings on both AIM and the Main Market of the London Stock Exchange, acting for sponsors, nomads and issuers. We have also advised the controlling shareholders of FTSE 100 companies on Takeover Code and governance issues such as the requirement to enter into a Relationship Agreement and concert party and disclosure issues for controlling shareholders.
We have extensive experience in raising equity capital in private, public and PIPE transactions, representing issuers in private equity transactions, and both primary and secondary public offerings of listed securities in the UK and the US, as well as Rule 144A transactions and private offerings with follow-on registration obligations.
Our expertise in pre-IPO corporate and personal tax planning means we are often called upon by controlling shareholders to provide early-stage advice on potential IPOs. We have a broad understanding of the issues which founding shareholders need to consider, such as the terms of any relationship or concert party agreements and corporate governance.
We are equipped to provide comprehensive advice on offerings with a US element, including Regulation S offshore offerings and exempt offerings into the US under Rule 144A.
Our close relationships with the London Stock Exchange and with other advisers involved in IPOs mean we regularly introduce foreign businesses to brokers in London. As a result of our strong Italian presence, we have been involved in a number of the AIM listings involving Italian issuers and were involved in the consultation process led by Borsa Italia and the London Stock Exchange in connection with establishing and setting up the AIM Italia market in Italy.
We advise on IPOs and secondary offerings such as placings and rights issues, issues of debt securities and consent solicitations. We also work closely with the firm’s investment funds group to advise on the listing of investment funds, whether in the UK, the US or overseas.
Highlighted transactions include advising:
- Advising the significant shareholders in various listed companies on the terms of relationship agreements which had to be entered into in November 2014 following a change in the Listing Rules. In some cases, this required in depth discussion and negotiation as regards the terms on which information regarding shareholders would be shared, the nature of the obligations assumed and the liability to be borne in the case of breach.
- Advising the controlling shareholders in various FTSE companies on their rights and obligations in connection with takeover transactions.
- Advising the controlling shareholders in a FTSE company on a tender offer and associated obligations under the City Code on Takeovers and Mergers.
- Advising on general compliance with the Listing Rules, Disclosure and Transparency Rules and other corporate governance requirements and assisting with preparations for Annual General Meetings and General Meetings.
- Acting for Panmure Gordon and Cantor Fitzgerald as regards the AIM IPO of Globalwoth, the Romanian real estate development company.
- Acting for Fratelli Investments on its two separate debt and equity investments in AIM listed gold producer Serabi Gold plc, both requiring Rule 9 whitewashes (under the City Code on Takeovers and Mergers).
- Acting for Hightex Group plc on AIM placings and more recently on a US$10m loan facility and share placing relating to finance provided by TCA.