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Capital Markets Cover.indd 1 24/04/2012 16:18:37 MULTI-JURISDICTIONAL GUIDE 2012/13 CAPITAL MARKETS

Australia

David Morris, Catherine Merity, Mark Burger, www.practicallaw.com/1-501-3092 Steven Casper and Warwick Painter DLA Piper Australia

MAIN EQUITY MARKETS/EXCHANGES West Australian Newspapers Holdings with A$1 billion (placement).

1. What are the main equity markets/exchanges in your Growth Point Properties Australia with A$102 million jurisdiction? Outline the main market activity and deals in (rights issue). the past year. (As at 1 February 2012, US$1 was about A$0.94.)

Main equity markets/exchanges A number of planned IPOs have been postponed during the last The Australian Securities Exchange (ASX) is the primary exchange year, many before official launch, due to the uncertainty in the in Australia (www.asx.com.au). There are also two small secondary global financial markets. exchanges: Directors of companies seeking to list generally retain discre- National Stock Exchange of Australia (www.nsxa.com.au). tion to delay or withdraw the IPO at any time before allotment

Asia Pacific Exchange www.apx.com.au( ). of securities. Therefore, the offer can be simply postponed by an announcement to the market and return of any application The ASX provides an attractive exchange for foreign companies monies received. to list on, due to its position as a developed market in the Asia- Pacific region. As at October 2011 there were 127 foreign com- 2. What are the main regulators and legislation that applies to panies listed on ASX. the equity markets/exchanges in your jurisdiction? Chi-X Australia (Chi-X), a wholly-owned subsidiary of alternative

trading operator, Chi-X Global Holdings, recently completed its Country Q&A Regulatory bodies ‘soft launch’ period and received approval from the Australian Securities and Investments Commission (ASIC) to introduce trad- There are two key regulators relating to ASX listed companies: ing in all S&P Index/ASX 200 stocks and ASX-listed exchange ASX Limited. traded funds from commencement of trading on 9 November 2011. Chi-X is intended to offer an alternative to trading on ASX ASIC. using its low latency, high performance proven trading system. Its launch is intended to introduce to the Australian market innova- The ASX Listing Rules set out the requirements for admission to tive new order types, the potential for lower costs and a more ASX and regulate the conduct of listed companies. ASX Limited efficient way to trade. Chi-X is a trading market only, and it is not is responsible for enforcement of these rules. possible for a company to list on Chi-X. Legislative framework Market activity and deals ASIC regulates offers of securities under the Corporations Act The initial public offering (IPO) market is still relatively slow. In 2001 (Cth) (Corporations Act) and associated matters such as the period 1 January 2011 to 15 November 2011, 93 organisa- market conduct, insider trading and advertisements. The role of tions listed on the ASX compared to 103 for the 2010 financial market supervision was transferred from ASX Limited to ASIC year. Secondary capital raising activity has remained reasonably during 2010. ASIC has issued Market Integrity Rules, which gov- strong during 2011, although considerably lower than the record ern the conduct of brokers and other participants who execute levels of 2009. Significant transactions in 2011 included: orders on ASX and Chi-X.

GI Dynamics with A$311 million (IPO). EQUITY OFFERINGS Bega Cheese with A$253 million (IPO).

Collins Foods with A$232 million (IPO). 3. What are the main requirements for a primary listing on the main markets/exchanges? Australia and New Zealand Banking Group with A$1.3 billion (placement). Main requirements For an entity to be admitted to the official list of ASX and have its securities quoted on the ASX, it must satisfy the listing criteria

© This article was first published in the Capital Markets multi-jurisdictional guide 2012/13 and is reproduced with the permission of the publisher, Practical Law Company. MULTI-JURISDICTIONAL GUIDE 2012/13 CAPITAL MARKETS

set out in the ASX Listing Rules, which include the requirements The prospectus or product disclosure statement (PDS) for the summarised below. ASX Limited is responsible for determining offer must also include a statement that the entity has sufficient whether the criteria have been met and whether a company is working capital to carry out its stated objectives (or must provide admitted to ASX. In addition, foreign companies that wish to list ASX with a report from an independent expert to this effect). on ASX must register with ASIC as a foreign company. Shares in public hands Minimum size requirements To list on ASX, an entity must satisfy ASX’s “spread” require- An entity seeking admission as an ASX listing must satisfy either ments, that is, there must be at least either: the profit test or the assets test as set out below: 500 shareholders, each holding a parcel of at least Profit test. The entity must have both: A$2,000 of shares.

aggregated profit from continuing operations for the last 400 shareholders, each holding a parcel of at least three full financial years of at least A$1 million; and A$2,000 of shares, with at least 25% being held by persons who are not related parties of the company. consolidated profit from continuing operations for the 12 months ending no later than two months before the In either case, ASX escrowed securities (that is, securities sub- application for admission of greater than A$400,000. ject to lock-up arrangements) are excluded. For a foreign exempt Assets test. The entity must have either: listing, a company must have at least 1,000 shareholders each holding a parcel of at least A$500 of shares. net tangible assets of at least A$2 million after deducting the costs of fundraising; or

a market capitalisation of at least A$10 million. 4. What are the main ways of structuring an IPO?

The entity must also have a minimum level of working capital (see below, Trading records and accounts) and must have at least An IPO is usually structured as one of the following: half of its total tangible assets in cash (or in a form readily con- Offer for subscription, that is an offer of new securities of vertible to cash) and have commitments to spend half of its cash. the issuer.

Different thresholds apply in the case of an investment company. Offer for sale, that is an offer of existing securities of selling A foreign entity seeking a full ASX listing is subject to the same shareholders (allowing existing shareholders to exit all or admission requirements that apply to an Australian entity, irre- part or their holding). spective of whether it is listed on another stock exchange. A combination of the above. However, large international companies that are already listed An IPO can comprise offers to different types of investors (whether on a recognised overseas securities exchange may be eligible to under an offer for subscription or sale), including one or more of obtain a foreign exempt listing. To obtain a foreign exempt listing, the following: the entity must have either: Institutional offer. An offer to invited sophisticated or pro- Operating profit before income tax for each of the previous fessional investors. three financial years of at least A$200 million. Retail offer. An offer to the public generally. Country Q&A Net tangible assets of at least A$2 billion at the time of admission. Broker firm offer. An offer to certain clients of brokers granted allocations of shares. Trading record and accounts Priority offer. An offer available to certain persons on a pri- There is a trading record requirement if an entity seeks admission ority basis (for example, to employees or holders of shares under the profit test (but not if an entity is seeking admission under in a related entity). the assets test). To satisfy the profit test, the entity must both:

Be a going concern or a successor of a going concern. An entity can also conduct a compliance listing, which comprises a listing without an offer of securities, such as a dual listing. Have the same main business activity as during the previous three full financial years. 5. What are the main ways of structuring a subsequent equity The entity must also give ASX prescribed financial accounts and offering? a balance sheet that have been audited or reviewed in the manner specified. This applies under both the assets and profit tests. The main ways of structuring a subsequent equity offering There is no working capital requirement if an entity is seeking include: admission under the profit test. To satisfy the assets test, the Private placement. A placement of securities to a relatively working capital must be at least A$1.5 million. If it is not, the small number of select sophisticated (often institutional) working capital must be at least A$1.5 million if the entity’s investors. budgeted revenue for the first full financial year that ends after the listing was included in the working capital.

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produced in an equity offering. Does it differ for an IPO? an equity offering. produced in Outline the role of advisers used and main documents Underwriting or offer managing the offer. preparing for Advise the company on the legal aspects of of proprietary listing including matters such as, in the case implement companies, converting to a public company, and ing any required pre-IPO reorganisation, appointing constitution removing directors, changing the company’s corporate and directors’ service contracts and preparing governance policies. Carry out the legal aspects of due diligence. the of verification and preparation the in company the Assist prospectus or PDS. Advise on underwriting or offer management arrangements. Advising on the structuring of the offer including the size of Advising on the structuring and pricing of the offer. the issue and the timing capital structure, board composition Advising on the entity’s and corporate governance. the bank’s Publishing research on the entity through research function. entity’s Assessing the likely level of demand for the securities. the offer includ Advising on, and conducting marketing of, the issuer. ing running road shows in conjunction with The tax advisers (who are often also the legal or accounting advis accounting or legal the also often are (who advisers tax The reor any to relating advice structuring tax for responsible are ers) ganisation and tax advice for the IPO or equity offering. Experts Depending on the nature of the business, particular experts may be commissioned to provide reports for the prospectus or PDS Lawyers role is to: law firm’s The issuer’s The investment bank generally obtains separate If legal there advice. are selling shareholders, they may represented. also be separately Investigating accountant The role of the investigating accountant is to conduct financial pro-forma historical, any on report a provide to and diligence due or forecasted financial information for the prospectus or PDS. advisers Tax ADVISERS: EQUITY OFFERING 7. commonly feature on an IPO. The following advisers Investment bank The lead investment bank is primarily responsible for managing the IPO process and co-ordinating other the advisers. entity’s Its with conjunction in cases some in following, the include can role other banks: - - - - - about this publication, please visit about Practical please Law visit Company, A pro rata offer of addi A pro rata An offer to existing sharehold FOR MORE FOR An offer to existing shareholders of up existing shareholders An offer to INFORMATION company and is a foreign company likely to seek a listing for listing a seek to likely company foreign a is and company shares or depositary receipts? listing of its shares? Is the procedure different for a foreign What are the main steps for a company applying for a primary a for applying company a for steps main the are What ple, on a dual listing). A foreign exempt listing. A foreign company that is not making an offer of shares at the same time as the application for admission (for exam Allocation and issue of shares. Admission to ASX and commencement of trading. Submission of an application for listing to ASX. Submission of an application for listing to Offer period. Agreeing underwriting or offer management agreements. Agreeing underwriting or offer management Pre-marketing of the offer and pricing. Lodging of the prospectus with ASIC. Preparing a prospectus and ancillary documents for the Preparing a prospectus and ancillary documents on ASX. offer of shares and listing of the company priately structured for a listing. committee Due diligence including a formal due diligence process. Any pre-IPO restructuring to ensure that the group is appro Any pre-IPO restructuring to ensure that the instead of a dividend that would otherwise be payable in instead of a dividend who elect to participate in the plan cash. Only shareholders receive new shares. impact of their dilution. impact of their dilution. plan. Dividend reinvestment plan where new shares are issued ers to participate in a to A$15,000 each of new securities at a discount to market to A$15,000 each of purchase Share fees or stamp duty. price without brokerage to shareholders in conjunction with plans are often offered institutional investors to limit the a private placement to Rights issue or entitlement offer. or entitlement offer. Rights issue to existing shareholders. tional shares plan. Share purchase or common stock. cally through ASX’s Clearing House Electronic Subregister System Subregister Electronic House Clearing ASX’s through cally (CHESS), foreign companies seeking a listing normally apply to have a form of depositary receipts known as CHESS Depositary Interests (CDIs) quoted on ASX instead of the shares company’s As shares in most foreign companies cannot be settled electroni settled be cannot companies foreign most in shares As The procedure is the same for a foreign company seeking an ASX an seeking company foreign a for same the is procedure The satisfied be to need requirements limited more that except listing for either: The principal steps involved in applying for an ASX listing of a shares include: company’s 6. CAPITAL MARKETS CAPITAL MULTI-JURISDICTIONAL GUIDE 2012/13 MULTI-JURISDICTIONAL GUIDE 2012/13 CAPITAL MARKETS

(for example, a tenement report for an exploration or mining Once prepared, the prospectus or PDS must be lodged with ASIC, company). but ASIC does not pre-vet prospectuses or PDS’s before issue.

Share registries 9. What are the main exemptions from the requirements for The company’s share registry manages the register of sharehold- publication or delivery of a prospectus (or other main offering ers, processes applications for the IPO or equity offering and han- document)? dles the share register on a continuing basis.

Communications and investor relations consultants Exemptions are provided from the prospectus requirements of These consultants advise on public relations matters including the Corporations Act for offers to certain classes of investors dealing with the media and communications with shareholders. including:

For secondary equity offerings, some or all of the same advis- Offers to sophisticated investors. An offer where one of the ers may be involved depending on the structure and size of the following applies: offering and whether a prospectus or other disclosure document the minimum amount payable for the shares on is required. acceptance of the offer is at least A$500,000;

Documents the amount payable by the investor for the shares when aggregated with the amount previously paid by the The principal documents produced on an IPO include: investor for other shares in the same class is at least ASX compliant constitution for the issuer. A$500,000;

Due diligence planning memorandum. a qualified accountant certifies that the investor has either net assets of at least A$2.5 million, or gross Due diligence reports and sign-offs from advisers and the income for each of the previous two financial years of at issuer. least A$250,000 per year;

Due diligence committee report. the offer is made to a company or trust controlled by a

Prospectus or PDS (and any supplementary prospectus or person who meets any of the above requirements; PDS) and application form. the offer is made through a financial services licensee who has given certain certifications as to the Investigating accountant’s report. sophistication of the investors. Verification notes. Offers to professional investors. An offer to “professional Underwriting or offer management agreement. investors” within the meaning of the Corporations Act.

ASX listing application. Rights issues or entitlement offers to existing shareholders. Provided that certain conditions are met, a listed company Board and shareholder resolutions to approve any reorgani- can make a pro rata offer under a rights issue or entitlement sation and IPO steps. offer to its existing shareholders without the need to prepare Corporate governance policies. a full prospectus. Rights issues are ordinarily made under a short-form offering document and issuers are required Country Q&A The documents produced on a secondary equity offering depend to issue a notice essentially confirming that the issuer on the type of equity raising exercise undertaken. Certain types has complied with its continuous disclosure and financial of equity raisings do not require a prospectus or other disclosure reporting obligations under the Corporations Act. document (see Question 9) and many of the ancillary documents Share purchase plan offers. Provided that certain conditions above are consequently not required. are met, a listed company can make an offer to existing shareholders to acquire up to A$15,000 of shares each EQUITY PROSPECTUS/MAIN OFFERING DOCUMENT under a share purchase plan. The offer is made under a short-form offer document setting out the key terms of 8. When is a prospectus (or other main offering document) the offer. required? What are the main publication, regulatory filing or Small-scale offerings. Personal offers that do not result in delivery requirements? securities being issued to more than 20 investors, to raise no more than A$2 million in any 12-month period.

An entity must prepare one of the following disclosure documents Offers to senior managers. An offer to senior managers of for any offering of securities or financial products for issue or sale the company or of a related body corporate or to a family to investors in Australia, unless a specific exemption applies (see member or a body corporate controlled by the senior man- Question 9): ager or such relative.

A prospectus, for securities such as shares. Bonus issues and dividend reinvestment plans. An offer of fully paid shares to existing shareholders under a dividend A PDS, for financial products such as units in a managed investment scheme, for example a property trust. reinvestment plan or a bonus share plan.

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contents? prepared? Who is responsible and/or may be liable for its How is the prospectus (or other main offering document) The name and contact details of the issuer or seller. The name and contact details of the issuer of the product will Any significant benefits to which a holder or may become entitled. Any significant risks. The initial and ongoing costs of the product. similar pay Information about any commission or other of a return to ments that will or may impact on the amount a holder. product or the Significant characteristics or features of the to the rights, terms, conditions and obligations attaching product. Information about the dispute resolution system that covers complaints by holders. Significant tax implications. The extent to which labour standards and environmental, the in account into taken are considerations ethical or social investments. entity’s Industry overview. Business description. and governance. Board, management report. investigating accountant’s Financials including Risk factors. relevant). report (where Expert’s contracts, material of details including information Additional capi share interests, directors’ constitution, the of summary implications. tax and shareholders substantial details, tal Preparation The lead investment bank and lawyers are responsible for the drafting of generally the prospectus or PDS, with input primarily from the company and other advisers. In addition, the information included in a prospectus and a PDS must be “worded concise and and presented effective in a clear, manner”. 11. decid to approach its on guidance updated issued ASIC 2011 In ing whether a prospectus or PDS satisfiesthe disclosure require ments under the concise Corporations and Act effec in a “clear, tive” manner. PDS A PDS must contain any information that might reasonably be expected to have a material influence on the decisionof a rea sonable person, as a retail client, as to whether to acquire the product, if it would be reasonable for such a person to expect to find the information in the PDS. for a PDS include: Some of the specific disclosure requirements - - - - about this publication, please visit about Practical please Law visit Company, An offer to employees An offer to FOR MORE FOR INFORMATION prospectus (or other main offering document)? What main categories of information are included? What are the main content or disclosure requirements for a Details of the offer. content of the prospectus. the prospectus. A statement that a copy of the prospectus has been lodged with ASIC and that ASIC takes no responsibility for the The expiry date of the prospectus. A statement that the securities have been admitted to quotation on the ASX or that such application has been made or will be made within seven days after the date of Interests of, and fees and payments or benefits to, directors, underwriters, promoters and professional advisers. The terms and conditions of the offer. The assets, liabilities, financial position and performance, The assets, liabilities, financial position and profits and losses, and prospects of the issuer. The rights and liabilities attaching to the shares. offer document containing certain prescribed information is offer document containing and lodged with ASIC. provided to employees Employee incentive plan offers. plan offers. Employee incentive offers ASIC allows these incentive plan. under an employee the prospectus, provided preparation of a full without the and a short form with certain conditions plan complies information: A prospectus ordinarily contains the following categories of In addition, the Corporations Act prescribes certain specific dis closures that must be included in a prospectus, including: known, or in the circumstances ought reasonably to have been obtained if inquiries were made, by specified persons including its directors and any underwriter. the company, This information is only required to the extent it is for investors reasonable and their professional advisers to expect to find the information in the prospectus and if this information is actually The general test for the content of a prospectus is that it must con must it that is prospectus a of content the for test general The tain all that information and investors their advisers professional both: of assessment informed an make to require reasonably would Prospectus 10. prospectus. The information memorandum can in some circum and prospectus, a than information limited more contain stances is not subject to the prospectus liability regime. In addition, if a company is seeking an ASX simultaneously listing conducting an offer of but shares, ASX may allow an is not information memorandum to be used for the listing instead of a allow an offer of shares to sophisticated and professional inves tors and to certain members of senior management as part of a single capital raising. for offering units in managed investment schemes. for offering units in managed Most of these exemptions can be aggregated, for example, to There are separate, but broadly similar, categories of exemptions There are separate, but broadly similar, CAPITAL MARKETS CAPITAL MULTI-JURISDICTIONAL GUIDE 2012/13 MULTI-JURISDICTIONAL GUIDE 2012/13 CAPITAL MARKETS

To ensure that the prospectus does not contain any mislead- Since the prospectus was lodged, the person becomes ing or deceptive statements or omit material required by the aware of a new circumstance that would have been required Corporations Act, a due diligence committee (DDC) is estab- to be disclosed in the prospectus if it had arisen before the lished, which runs a detailed due diligence process relating to the prospectus was lodged, and the deficiency in the prospectus company and its business. The DDC usually consists of represent- has not been remedied by a supplementary or replacement atives from the company, the lawyers, the investment bank and prospectus. the investigating accountant. The DDC delegates responsibility for undertaking due diligence investigations in particular areas to A person who suffers loss or damage as a result of a contravention members of the committee and certain other advisers. At the end of section 728(1) can recover the amount of the loss or damage of this process, advisers provide sign-offs to the company and the from the persons listed above. other members of the DDC relating to their areas of responsibility, and the DDC as a whole provides a report to the company board There are, however, a range of defences available, including:

about the content of the prospectus. The “due diligence defence”, that is, that the person had made all enquiries that were reasonable in the The DDC also co-ordinates verification of material statements in circumstances. the prospectus by allocating responsibility to particular persons. The offer document is verified by cross-referencing all material Reasonable reliance on information provided by someone statements and data to an independent source or, where future outside the organisation.

events are at issue, establishing that there are reasonable grounds In certain limited circumstances, lack of knowledge that a for making the statement. statement was misleading or deceptive or that there was a material omission. In addition to ensuring that the prospectus contains the information required by the Corporations Act, the DDC process is designed to maximise the availability of relevant defences under MARKETING EQUITY OFFERINGS the Corporations Act relating to prospectus liability. 12. How are offered equity securities marketed? Liability The persons potentially liable for the content of a prospectus or PDS include: The Corporations Act imposes restrictions on advertising an equity offering before the lodgement of the prospectus or PDS The offeror of the securities or financial products. with ASIC. This is particularly intended to protect retail investors

Each of the company’s directors and proposed directors. by ensuring they only acquire securities or financial products on the basis of the full prospectus or PDS. An underwriter. Before lodging a prospectus with ASIC, more stringent rules apply A person who is named in the prospectus with their consent as having made a statement that either: to marketing of offers of unlisted securities (such as on an IPO) than offers of securities in a class already listed on ASX. is included in the prospectus (for example, an expert or other adviser that provides a report that is in the Certain marketing activities are permitted on initial and second- prospectus); ary offerings to institutional investors, which can include: Country Q&A is the basis on which a statement made in the Pre-marketing. The lead manager investment bank may con- prospectus is made (for example, an information source tact a number of institutional investors to generate investor on which an expert relies). interest and identify concerns to be addressed by management on the road show. A person who contravenes, or is involved in the contraven-

tion of, the fundraising provisions. Road shows. The lead manager investment bank may organ- ise a series of meetings between the company and other A person involved in the preparation of a PDS who directly or indirectly caused the PDS to be defective or contributed investment bankers and institutional investors to generate to it being defective. interest for the equity offering.

Research reports. Affiliates of the lead manager or co-lead Persons who contravene or are involved in the contravention of managers may publish research reports. These reports may the fundraising provisions of the Corporations Act relating to pro- be circulated to institutional investors on a strictly moni- spectuses are potentially subject to criminal and civil liability. tored basis before the offering. Other analysts unconnected The main provision dealing with breaches of the fundraising pro- with the offering may also prepare reports for their own visions (section 728(1)) provides that a person must not offer clients. any securities under a prospectus if one of the following applies:

The prospectus or application form contains a misleading or A TV, radio and/or print advertising campaign may also be imple- deceptive statement. mented, particularly on larger equity offerings, subject to the restrictions on advertising under the Corporations Act as modified The prospectus omits material that is required under the by ASIC in particular cases. Corporations Act.

FOR MORE about this publication, please visit www.practicallaw.com/capitalmarkets-mjg INFORMATION about Practical Law Company, please visit www.practicallaw.com/about/practicallaw Country Q&A - - - - Commence meeting with institu Appoint IPO team, conduct initial pric Commence prospectus or PDS drafting. Conduct due diligence. Continue www.practicallaw.com/about/practicallaw

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differ for an IPO? structured? structured? What are the key is a typical underwriting fee? agreement and what terms of the underwriting What is the timetable for a typical equity offering? Does it How is the underwriting for an equity offering typically T minus 2 months. or PDS and prepare due diligence prospectus tions. Verify reports. Prepare listing application. Negotiate underwriting arrangements. An indemnity in favour of the underwriters. events. Termination T minus 5 months. ing discussions. First DDC meeting. Management presenta tion to DDC, identification of key issues for due diligence, agreement on the scope of the due diligence work and commencement of investigations. T minus 4 months. Conduct pre-IPO reorganisation (if required). T minus 3 months. prospectus or PDS drafting. Convert to public company (if required) and prepare an ASX compliant constitution and corporate governance policies. Conditions precedent to the underwriting obligation such as Conditions precedent provision of due diligence reports lodging of the prospectus, of the shares on ASX. and sign-offs, and listing offer. the manage lead to bank investment the on Obligations The obligation to underwrite (and related settlement obligations). in compliance Obligations of the company to make the offer with law. Payment of fees and expenses. relating to Representations and warranties by the company matters including the accuracy of the prospectus. the of percentage a as calculated ordinarily are fees Underwriting funds raised under the offer with the percentage varying accord ing to the size and nature of the offering. TIMETABLE: EQUITY OFFERINGS 16. The following is an indicative timetable for a typical IPO, “T” for this purpose is the date of listing on ASX: UNDERWRITING: EQUITY OFFERING 15. agrees bank underwriting the agreement, underwriting the Under to subscribe for all or part of any shortfall in applications under an underwriting commission. in return for the offer, include: terms of an underwriting agreement Typical - - - - - about this publication, please visit about Practical please Law visit Company, Section 1041E of the Section 1041H of the Section 1041H of the FOR MORE FOR INFORMATION does not care whether the statement or information is does not care whether the statement or information true or false; that the knows or ought reasonably to have known a material statement or information is or was false in particular or materially misleading. confirmed? How is any related retail offer dealt with? How are orders orders are How with? dealt offer retail related any is How by participating brokers/dealers and ways used to avoid such such avoid to used ways and brokers/dealers participating by liability. Is the bookbuilding procedure used and in what circumstances? circumstances? what in and used procedure bookbuilding the Is Outline any potential liability for publishing research reports can issue a price range prospectus, with the final price determined through an institutional bookbuild at the end of the offer period. ing the prospectus with ASIC) to determine a fixed price, which is then specified in the prospectus. At the end of the offer period. In this case, the company At the beginning of the offer period (sometimes before lodg A breach of section 1041E of the Corporations Act is a A breach of section 1041E of the Corporations criminal offence. information, either the person: ment or disseminating information that is false in a material ment or disseminating information that is likely to induce particular or materially misleading, and is other persons if, the disposal or acquisition of securities by the when the person makes the statement or disseminates who suffers loss or damage as a result of the conduct. who suffers loss or damage Misleading or deceptive statements. a state Corporations Act prohibits a person from making in conduct, in relation to securities, that is misleading or in conduct, in relation to mislead or deceive. A breach of this deceptive or is likely liability in relation to any person section can attract civil Misleading or deceptive conduct. Misleading or deceptive that a person must not engage Corporations Act provides maximum price that retail investors are required to pay), with the with pay), to required are investors retail that price maximum final price determined by the institutional bookbuild. The pricing for the retail offer can be fixed at the beginning of the of beginning the at fixed be can offer retail the for pricing The process, or retail investors can apply on the basis of an indica tive price range for the offer (which is usually subject to a fixed size floats, primarily to maximise the issue price in light of the be used: Bookbuilds can either proposed size of the offer. Bookbuilds are commonly used, particularly on medium- to large- to medium- on particularly used, commonly are Bookbuilds 14. reports contain appropriate disclaimers. BOOKBUILDING Brokers who are publishing research reports may seek to mini mise their potential liability by a number of limiting means, the distribution of their reports (for example only to pro including fessional or sophisticated investors) and by ensuring that their including under the following provisions: including under the following A broker may have potential civil and criminal liability under the Corporations Act relating to the publication of research reports, 13. CAPITAL MARKETS CAPITAL MULTI-JURISDICTIONAL GUIDE 2012/13 MULTI-JURISDICTIONAL GUIDE 2012/13 CAPITAL MARKETS

T minus 5 weeks. Final pricing discussions, board approves TAX: EQUITY ISSUES prospectus and underwriting agreement, institutional road show commences, prospectus lodged with ASIC and listing 18. What are the main tax issues when issuing and listing equity application to ASX is made. ASIC “exposure period” of securities? seven days during which applications cannot be accepted by the company.

T minus 4 weeks. Offer period and public marketing A number of tax issues can arise when issuing and listing equity commences. securities, requiring specialist tax advice. For completeness, this answer focuses on issues arising following an IPO. However, the T minus 1 week. Offer closes. tax issues mentioned are relevant to the issuing and listing of

T. Funds available to entity on the issue of securities. The equity securities. The potential tax issues include the following: company is listed and securities traded on ASX. Revenue or capital. If an IPO involves an offer for sale, the determination of whether the seller holds the shares on A bookbuild to determine pricing of the offer can be held at the revenue or capital account is important in determining the beginning or end of the offer period. tax consequences to the seller shareholders.

The timetable for a secondary equity offering depends on the nature Income tax planning. It is important for the seller/purchaser and size of the capital raising. For example, a private placement to structure ownership arrangements appropriately before can be conducted very quickly with minimal formality whereas the issuing/acquiring equities. Non-resident sellers may be able ASX Listing Rules prescribe a timetable for a rights issue. to obtain relief under relevant tax treaties. However, the Australian Taxation Office is likely to aggressively pursue STABILISATION arrangements for which the dominant purpose is to avoid Australian tax.

17. Are there rules on price stabilisation and market manipulation Capital gains planning. If shares are held on capital in connection with an equity offering? account, pre-IPO planning may be able to maximise the cost base. Non-resident sellers can use tax exemptions for non-resident shareholders where the shares are not consid- The Corporations Act generally prohibits a person from effect- ered to be taxable Australian property. ing or taking part in one or more transactions that have or are intended or likely to have the effect of either: Consolidation exit adjustments. Taxing events can arise where a company leaves a consolidated tax group. This can Creating an artificial price for trading in financial products result in a capital gain arising to the head company of the on a financial market. remaining group.

Maintaining the price of trading in financial products at an Goods and services tax (GST). The issue and listing artificial level. of equity securities are not subject to GST (since they constitute financial supplies for GST purposes). However, However, market stabilisation arrangements are permitted by consideration must be given to whether the listing entity ASIC in certain limited circumstances. This “permission” is is entitled to claim GST credits on its IPO expenses, such granted by ASIC in the form of no-action letters. Market stabi- as management/placement fees and legal fees. There are a

Country Q&A lisation arrangements are designed to insulate the open market number of special rules that apply in this area, for example, price of new listings. This is done in an effort to increase investor even where the listing entity is not entitled to claim full GST confidence in the market for the newly issued securities. credits, it may still be entitled to claim 75% reduced input Market stabilisation arrangements must comply with certain ASIC tax credits on certain expenses. Particular GST issues arise conditions set out in the no-action letter and: for non-residents seeking to list on ASX.

Are limited to certain securities. Employment-related securities issues. If shares or options held by employees are altered to implement the IPO, this Are subject to limitations on pricing. can generate a tax point, unless rollover relief is available.

Can only be conducted for a period of up to 30 days after quotation in the new shares commences. CONTINUING OBLIGATIONS

There are also disclosure requirements to ASX relating to these 19. What are the main areas of continuing obligations applicable arrangements. to listed companies and the legislation that applies? Despite the above “permission” granted by ASIC, the market stabilisation must not either: The ASX Listing Rules impose detailed continuing obligations for Have the purpose of raising the price of the securities, listed companies, including the following: except for the limited objective of stabilising the market in Financial reporting. ASX requires listed companies to pub- the securities. lish prescribed financial reports on an annual, half-yearly Be undertaken with the intention of creating a false or mis- and in some cases quarterly basis. leading market or impression of trading.

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www.asx.com.au jurisdiction (including any market exchange-regulated main the Outline (MTF))? facility trading multi-lateral market or activity and deals in the past year. obligations? What are the main debt securities markets/exchanges in your in markets/exchanges securities debt main the are What What are the penalties for breaching the continuing penalties for breaching What are the When can a company be de-listed? Kimberley Metals Limited with A$3.8 million (convertible note issue). Peet Limited with A$500 million (convertible note issue). terms of volume during 2011. Significant transactionsbetween January to November 2011 included: listing, such as a requirement to obtain shareholder approval. listing, such as a requirement to obtain shareholder Alternatively, ASX can remove an entity if it is preventing a fair and well-informed market. For example, entity ASX for can breaching the remove ASX Listing an Rules or failing to annual listing fee. pay its de-listed were companies 115 2011, November to January From requests voluntary acquisitions, from arising mostly ASX, the from and failures to pay the annual fee. MAIN DEBT CAPITAL MARKETS/EXCHANGES 23. Main debt markets/exchanges The main market for corporate debt securities in Australia is the ASX ( which Austraclear, ASX is securities debt market wholesale other is a subsidiary of ASX. Market activity and deals The debt security market in Australia was reasonably stable in Issuers of CDIs are treated in the same these purposes. shares for manner as issuers of 21. The ASX Listing Rules have the effect of a contract under seal between the ASX and the listed company. A breach of the ASX Listing Rules can result in suspension of a securities company’s of list official the from removal company’s the and/or trading from ASX. Under the Corporations Act, ASX or a third party can apply to a court for orders requiring the listed company to comply with the ASX Listing Rules. The obligations of continuous disclosure and Australia in law of force the have Rules Listing ASX the under civil and criminal sanctions can apply for failure to make timely disclosure to the market. DE-LISTING 22. The de-listing of an entity from ASX can be voluntary pulsory. For or voluntary com de-listing, an entity can simply submit a request to ASX. ASX However, can impose conditions on the de- . ------Question 19 about this publication, please visit about Practical please Law visit Company, Shareholder approval The ASX Listing Rules dic Listed companies are generally Listed companies are The ASX Listing Rules prescribe Each listed entity must notify ASX entity must notify ASX Each listed FOR MORE FOR ASX publishes best practice recom INFORMATION companies and to issuers of depositary receipts? Do the continuing obligations apply to listed foreign Comply with the rules of its primary stock exchange. Immediately provide to ASX in English all information that it is required to provide to its overseas exchange. the related party (and its associates) would be excluded the related party (and its associates) would from voting on the approval resolution. Shareholder voting restrictions. parties for the tate voting exclusions that apply to interested if shareholder approval of certain transactions. For example, a related party, approval is sought for the issue of shares to applies an “if not, why not” approach, requiring companies applies an “if not, why not” approach, requiring have not complied to explain in their annual report why they with any of the best practice recommendations. Corporate governance. of listed mendations relating to the corporate governance ASX mandatory, companies. While these guidelines are not requirements are prescribed for certain transactions requirements are prescribed for certain transactions related par between a company and its directors and other parties. ties including the issue of securities to related tions and disposals that would change the nature or scale of tions and disposals that would change the activities. the company’s with related parties. Transactions exceptions applies. Significant transactions. major acquisi shareholder approval requirements for certain Limitations on share issues. Limitations on share shares equal to 15% of their issued limited to issuing new 12-month period, unless share share capital over a rolling or one of a number of specified holder approval is obtained purposes. The ASX Listing Rules also impose specific purposes. The ASX Listing such as on the issue of new securities disclosure obligations interests. and change of directors’ apply, such as for confidential negotiations concerning as for confidential negotiations concerning such apply, and information produced (for an incomplete proposal for internal management example, financial projections) Continuous disclosure. Continuous concerning it that a reason of any information immediately the a material effect on would expect to have able person specified exceptions of its securities unless price or value nies listed on ASX to file only the financial reports required by their home jurisdiction. certain that the requirements of their overseas exchange are at least as stringent as those of ASX. For example, obtained relief from ASX can in certain be circumstances for foreign compa company, subject to ASX’s discretion to waive an individual com individual an waive to discretion ASX’s to subject company, pany’s compliance with an ASX Listing Rule. them ASX exempt to occasionally companies foreign for power waiver this exercises from compliance with particular ASX Listing Rules, where it is Foreign entities that have a full ASX listing must comply with all of the ASX Listing Rules in the same manner as an Australian An entity admitted as an ASX foreign exempt listing is not bound not is listing exempt foreign ASX an as admitted entity An by most of the continuing obligations referred to in it must: However, 20. CAPITAL MARKETS CAPITAL MULTI-JURISDICTIONAL GUIDE 2012/13 MULTI-JURISDICTIONAL GUIDE 2012/13 CAPITAL MARKETS

Debt securities with an investment grade rating by an 24. What are the main regulators and legislation that applies to approved rating agency. the debt securities markets/exchanges in your jurisdiction? Trading record and accounts No minimum trading record is required. Unless the debt securi- Regulatory bodies ties are investment grade, the issuer must provide ASX with There are two key regulators relating to ASX listed debt securities: either:

ASX Limited. Accounts for two full financial years.

ASIC. Accounts of its guarantor for such period, if it is relying on the second bullet point above (see above, Minimum size Legislative framework requirements). The ASX Listing Rules set out the requirements for admission to ASX, regulate the conduct of listed companies and are enforced Minimum denomination by ASX Limited. ASIC regulates offers of debt securities under The aggregate face value for the securities must be at least A$10 the Corporations Act and associated matters such as market million. conduct, insider trading and advertisements. The responsibility for market supervision was also transferred from ASX to ASIC during 2010. STRUCTURING A DEBT SECURITIES ISSUE

The Austraclear Regulations govern the clearing and settlement 26. What are the main types of debt securities issued in your of wholesale market transactions in government and other whole- jurisdiction? sale debt securities.

The most common form of debt securities issued in the Australian LISTING DEBT SECURITIES debt capital market are:

25. What are the main listing requirements for debt securities? Bonds or notes. This is a debt instrument providing regular interest payments during the term of the bond, then return- ing the upfront investment at the fixed end date or maturity. Main requirements These can be issued in a range of forms including fixed rate, floating rate and subordinated bonds. To obtain an ASX debt listing, ASX requires that the company be either a: Medium term notes. These are very similar to bonds but a series of notes are issued under a debt issue programme Public company limited by shares. platform. Government borrowing authority. Hybrid debt securities. Combines debt and equity character- Public authority. istics. Hybrid securities pay a predictable (fixed or floating) rate of return or dividend until a certain date. At that date An entity approved by ASX that complies with certain other requirements (see below, Minimum size requirements, the holder has a number of options including converting the Country Q&A Trading record and accounts and Minimum denomination). securities into the underlying share.

Foreign companies must register as a foreign company with ASIC 27. Are different structures used for debt securities issues to and may be required to give ASX legal opinions on: the public (retail issues) and issues to professional investors

The status of the notes under the Corporations Act. (wholesale issues)?

The company’s recognition as a legal entity in Australia. The method of issuing debt securities to retail investors is very Most companies that issue debt securities to be traded on ASX similar to an offer for subscription of equity securities (see already have an ASX listing for one or more classes of shares. Questions 4 and 6). Other companies that seek only a debt listing are usually special purpose entities that issue debt securities into the wholesale An offer only to wholesale investors is a simpler process, not market only (for example, mortgage backed securities issuers). requiring the production of a prospectus. It is ordinarily made under a short-form information memorandum, which sets out Minimum size requirements matters including the terms of the debt securities, the structure An entity seeking admission as an ASX debt listing must have at of the programme and the identity of the transaction participants. least one of the following: Wholesale market debt securities are cleared and settled through Net tangible assets of A$10 million. Austraclear and are not generally traded on ASX. A guarantor with net tangible assets of A$10 million who unconditionally and irrevocably guarantees the debt securities.

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interest entitlements; maturity date; conversion rights (if any); and whether the offering is secured or unsecured. publication/delivery of a prospectus (or other main offering document)? prospectus (or other main offering document)? What main categories of information are included? Are there any exemptions from the requirements for What are the main content/disclosure requirements for a The purpose of the issue. Whether the issue is underwritten and, if so, by whom and the main terms and conditions of the underwriting agree the termination provisions). ment (in particular, assuming that The debt-to-equity gearing ratio of the issuer, the total amount sought is raised. An accurate description of the nature of the debt securities securities debt the of nature the of description accurate An debenture debenture, mortgage a example, for offered, being including: terms their and deposit, or note unsecured an or contingent assets and liabilities, including The company’s liabilities. where most recent accounts, including, The company’s possible, comparisons with its financial position in several immediately preceding years. The issue price of the debt securities and the amount sought to be raised by the issue. The charges granted by the issuer which rank in priority to or equally with any granted relating to the debt securities being offered. An offer of debentures by an issuer who is a disclosing An offer of debentures its existing debt security holders. to entity, An offer of debentures by an Australian Deposit Taking Institution or a body registered under the Life Insurance Act 1995. The general test for the contents of a prospectus for debt securi ties is the same as for equity securities ( a debt securities prospectus should include: In particular, Once prepared, the prospectus before issue. does not pre-vet prospectuses ASIC However, must be lodged with ASIC. 31. The exemptions referred to in also apply to debt securities. Further, there are two additional namely: exemptions for debt securities, However, ASIC introduced new relief listed entities in to offer vanilla corporate bonds May to retail investors 2010 to allow using a simplified form of prospectus with modified disclosure requirements. 32. - - about this publication, please visit about Practical please Law visit Company, ). FOR MORE FOR see Question 31 INFORMATION required? What are the main publication/delivery requirements? produced when issuing and listing debt securities. produced when issuing exchanges? jurisdiction? jurisdiction? If not, what are the main ways of issues structuring of debt securities in the debt capital markets/ When is a prospectus (or other main offering document) Outline the role of advisers used and main documents Are trust structures used for issues of debt securities in your in securities debt of issues for used structures trust Are Negotiating with the investment bank and trustee. Negotiating with the investment bank and Carrying out the legal aspects of due diligence. verification of the Assisting the entity in the preparation and prospectus. entity’s other advisers. entity’s Marketing the offering. Managing the debt issue process. (if any) and the Co-ordinating other banks in the syndicate cific exemption applies ( An entity must prepare a prospectus relating to any offer of debt spe a unless Australia, in investors to sale or issue for securities 30. DEBT PROSPECTUS/MAIN OFFERING DOCUMENT the trustee a copy of any document that the auditor is required or security debt the Act, Corporations the under issuer the give to the trust deed. The auditor must also report any matters prejudi cial to the interests of the holders of debt securities. Auditors The auditor of an issuer in relation to debt securities must give act on behalf of, and represent, the debt security holders. They must exercise reasonable diligence to determine issuer has sufficient funds torepay and whether there have been whether the breaches of the terms of the debt security or the trust deed. Trustees On a retail offering, a trustee must be appointed by the issuer to legal advice. The investment bank also obtains separate Lawyers role islaw tofirm’s adviseThe theissuer’s company on the legal such as: aspects of preparing for listing including matters The lead investment bank is primarily responsible for: The lead investment bank is primarily responsible Investment bank 29. required for retail issues of debt securities. required for retail issues ADVISERS: DEBT SECURITIES ISSUE A trust structure can be used for issues of debt securities and is 28. CAPITAL MARKETS CAPITAL MULTI-JURISDICTIONAL GUIDE 2012/13 MULTI-JURISDICTIONAL GUIDE 2012/13 CAPITAL MARKETS

The “interest cover” provided by the issuer’s current level of Withholding tax. Withholding tax implications for the issuer profitability. and the security holders may also need to be considered, depending on their circumstances. Australian tax must gen- Whether it is proposed to have the debentures listed for erally be withheld from payments of interest and dividends trading on a stock exchange. to non-residents at a rate of 10% or 30%, respectively, The borrowing limitations imposed on the corporation and its unless an exemption is available under a relevant tax treaty. guarantors, which are contained in the trust deed or elsewhere. Exemptions from withholding tax may also be available for various publicly offered or syndicated debt interests. Any special or unusual risks inherent in the proffered instruments. GST. The issue and listing of debt securities are not subject to GST (since they constitute financial supplies for GST pur- However, ASIC introduced new relief in 2010 allowing more poses). However, consideration must be given as to whether simplified requirements on offering vanilla corporate bonds see( the issuing entity is entitled to claim GST credits on its Question 31). expenses associated with the transaction. Certain types of debt securities may constitute borrowings for GST purposes. In these circumstances, the issuer may be entitled to claim 33. How is the prospectus (or other main offering document) full GST credits on debt security expenses. prepared? Who is responsible and/or may be liable for its contents? CLEARING AND SETTLEMENT OF DEBT SECURITIES

A prospectus for debt securities is prepared and verified in essen- 36. How are debt securities cleared and settled and what tially the same manner as a prospectus for equity securities (see currency are debt securities typically issued in? Are there Question 11, Preparation). Similarly, persons who are responsible special considerations for holding, clearing and settling debt and/or may be responsible for its contents are also essentially securities issued in foreign currencies? the same as in relation to a prospectus for equity securities (see Question 11, Liability). Debt securities are ordinarily issued in Australian dollars. Retail debt securities that are traded on ASX are cleared and settled in TIMETABLE: DEBT SECURITIES ISSUE the same manner as shares and other equity securities. Government and other wholesale market debt securities are cleared and settled 34. What is a typical timetable for issuing and listing debt through Austraclear. securities? CONTINUING OBLIGATIONS: DEBT SECURITIES The timetable for the issue of debt securities can vary from a few weeks to several months depending on various factors, including 37. What are the main areas of continuing obligations applicable whether the company is a first-time issuer, and the complexity of to companies with listed debt securities and the legislation the terms and conditions. that applies?

The method of an initial issue of debt securities in a retail offer-

Country Q&A ing is very similar to the method of issuing equity. See Question An entity with a debt listing on ASX must comply with certain 16 for the general steps in the process, although the process is limited obligations under the ASX Listing Rules relating to its debt usually shorter than that for an IPO. securities, including the continuous disclosure obligations referred to in Question 19, and certain requirements relating to announce- ments of issues and certain document and financial reporting TAX: DEBT SECURITIES ISSUE requirements including release of annual accounts to ASX.

35. What are the main tax issues when issuing and listing debt securities? 38. Do the continuing obligations apply to foreign companies with listed debt securities?

The principal Australian tax issues for an issue and listing of debt securities include the following: These rules apply in the same manner for domestic and foreign issuers, unless the foreign issuer is already operating under a Foreign Debt or equity. It is important to determine whether the Exempt listing and issues debt securities on the back of that listing. securities will be considered “debt interests” or “equity interests” for tax purposes. This will impact on the issuer’s ability to either claim tax deductions for the interest or 39. What are the penalties for breaching the continuing attach imputation credits to the return. It will also impact obligations? on the issuer’s thin capitalisation position (potentially limiting the ability to claim interest deductions). Care must The ASX Listing Rules have the effect of a contract under seal be taken with convertible securities and any securities between the ASX and the listed company. A breach of the ASX Listing issued with unusual terms, as they may be considered to be Rules can result in suspension of a company’s securities from trading “equity” despite their legal form as “debt”. and/or removal of the company from the ASX official list. Under the

CATHERINE MERITY DLA Piper Australia T F E W Equity capital markets; public and www.practicallaw.com/about/practicallaw

England and Wales, 1998; New South Wales, 1998; New South Wales, England and Wales, www.practicallaw.com/capitalmarkets-mjg

arrangement and the listing of its parent company on ASX and dual listing on NASDAQ. Advising dual-listed TOWER on its NZ$81 million renounceable rights issue. Advising dual-listed Nuplex Industries on its NZ$159 million renounceable rights issue and institutional placement. Advising GI Dynamics Inc on its IPO and ASX listing. Medical Inc on its IPO and ASX listing. Advising REVA Advising Unilife Medical Solutions Limited on a private placement in Australia and the US and share purchase plan before re-domiciling in the US through schemes of New controls to curb extreme price movements and to movements and to to curb extreme price New controls arrangements in response cancellation require transparent of markets. to the “flash crash” direct electronic access and algorith Enhanced controls for to the increasingly pervasive role of mic trading in response technology. market participants to deliver best Formal obligations on execution to clients. about order and trade information to Minimum disclosure formation on markets and reduce promote efficient price to shift to “dark pools”. incentives for trading venues to Consolidation of market data across all execution ensure whole of market transparency. and related Market operator co-operation on trading halts matters. to ensure ASIC’s Better regulatory data on orders and trades developments. market supervision keeps pace with market Qualified. Australia, 2005 Areas of practice. private M&A; corporate advisory. Recent transactions ASIC’s ASIC’s new proposals are directed towards addressing and include: from the above trends issues arising certain These changes are expected to be enforced through Market Integrity Rules. the ASIC - - - CONTRIBUTOR DETAILS about this publication, please visit about Practical please Law visit Company, [email protected] www.dlapiper.com +61 2 9286 8371 +61 2 9283 4144

DAVID MORRIS DLA Piper Australia T F E W FOR MORE FOR Public and private M&A; equity capital New South Wales, Australia, 1989; England and New South Wales, INFORMATION capital raisings, its US re-domicile and its parent’s ASX/ capital raisings, its US re-domicile and its parent’s NASDAQ dual listing. Advising numerous listed companies on the establish ment of equity incentive plans. Advising Unilife Medical Solutions Limited on a private placement in Australia and the US and share purchase plan before re-domiciling in the US through schemes of arrangement, and the listing of its parent company on ASX and dual listing on NASDAQ. Limited on Australian and US Advising HeartWare Advising GI Dynamics Inc on its IPO and ASX listing. Medical Inc on its IPO and ASX listing. Advising REVA capital markets/exchanges? Are these proposals if so, when? come into force and, likely to Are there any proposals for reform of both equity and debt agement, and multiple execution procedures and venues. agement, and multiple execution procedures of information Fragmentation of markets which leads to loss in the process of price discovery. multi-market structure. trading, for Advancement in technology associated with data man example, high-speed trading, automated trading, An increase in market competitors and exchanges. An increase in market competitors and exchanges. to the new Greater complexity of market supervision due Areas of practice. markets; restructuring; equity incentive plans. Recent transactions Qualified. 1995 Wales, market is currently experiencing, including: Following the transfer of market supervision, ASIC is now consid now is ASIC supervision, market of transfer the Following ering certain regulatory reforms to address developments in the equity the that trends several identified has ASIC markets. equity Developments in the equity market structure Developments in the 40. apply for failure to make timely disclosure to the market. the to disclosure timely make to failure for apply REFORM Corporations Act, ASX or a third party can apply to a court for orders orders for court a to apply can party third a or ASX Act, Corporations Rules. Listing ASX the with Rules comply to company Listing listed ASX the the requiring under can disclosure sanctions continuous of criminal and obligations The civil and Australia in law of force the have CAPITAL MARKETS CAPITAL MULTI-JURISDICTIONAL GUIDE 2012/13 MULTI-JURISDICTIONAL GUIDE 2012/13 CAPITAL MARKETS

CONTRIBUTOR DETAILS (CONTINUED)

MARK BURGER STEVEN CASPER DLA Piper Australia DLA Piper Australia T +61 3 9274 5586 T +61 3 9274 5553 F +61 2 9283 4144 F +61 2 9283 4144 E [email protected] E [email protected] W www.dlapiper.com W www.dlapiper.com

Qualified.Victoria, Australia, 1987 Qualified.Victoria, Australia, 1993 Areas of practice. Equity capital markets; public and Areas of practice. Equity capital markets; public and private M&A; corporate advisory. private M&A; corporate advisory. Recent transactions Recent transactions

Advising Ceramic Fuel Cells on its various Australian Advising CSG Limited in relation to its listing on the ASX. and European capital raisings since its IPO. Advising on acquisitions and significant corporate Advising CSG Limited on its underwritten placements transactions for CSG Limited including a A$40 million and capital raisings in 2010 and 2011. pro-rata accelerated non-renounceable rights issue and private placement in May 2011. Advising Calix on a A$40 million capital raising

through the issue of convertible bonds and warrants to Advising Australian United Retailers (trading as FoodWorks) shareholders. on the company’s NSX listing and acquisition of a portfolio of supermarkets and liquor stores from Coles Supermarkets Advising Republic Gold Limited on its successful A$7 Australia and Bi-Lo. million capital raising comprising a share placement of

A$1.45 million and a one for two renounceable rights Advising Chalmers, an ASX listed transportation com- issue to raise A$5.57 million. pany, on its renounceable rights issue in March 2011.

Advising RXP Services, which operates in the IT industry, on the issuance of a prospectus and the acquisition of a number of businesses leading up to its ASX listing.

Country Q&A Recent transactions WARWICK PAINTER Advising Galileo Funds Management on its A$470 million DLA Piper Australia IPO of Galileo Shopping America Trust. T +61 2 9286 8252 M +61 41060 8417 Advising Tishman Speyer Properties on its US$560 million F +61 2 9283 4144 IPO of Tishman Speyer Office Fund.

E [email protected] Advising Mirvac on the A$241 million IPO of James Fielding W www.dlapiper.com US Industrial Trust.

Advising a US residential property manager on a potential Qualified.Sydney, Australia, 1983 IPO of a residential property trust.

Areas of practice. Equity capital markets; public and Advising a Japanese residential and commercial property private M&A; corporate advisory. manager on a potential IPO of a trust investing in Japanese property.

Advising Macquarie Media Group on its A$900 million stapled securities IPO.

FOR MORE about this publication, please visit www.practicallaw.com/capitalmarkets-mjg INFORMATION about Practical Law Company, please visit www.practicallaw.com/about/practicallaw LET US BE YOUR TRUE NORTH. In a volatile market you need a steady and experienced hand. Our international team of capital markets experts can provide you with insight, guidance and advice across Australasia, Asia, Africa, Europe, the Middle East, the United States and the UK.

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