Equity capital markets: UK capability
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The credit crunch has had a significant impact on the equity capital markets. IPOs have been the worst hit, with the first quarter of 2008 seeing just four main market listings in London. Many deals have been postponed until the start of 2009. Firms have, however, remained busy through an increase in secondary offerings and pre-IPO private placements, and there has also been a slew of high-value rights issues. UK financial institutions have been particularly active in tapping the markets for additional capital, with RBS and HBOS raising more than £16bn in offerings of new shares to offset their balance sheets against hefty write-downs. Imperial Tobacco, Carlsberg and Fortis have also used rights issues to help finance major acquisitions. While opinion is divided as to which firm leads the market, Freshfields Bruckhaus Deringer LLP and Linklaters LLP remain very much the two to beat.
Freshfields Bruckhaus Deringer LLP’s already ‘ dominant’ ECM practice received a significant boost by the news that ‘ class act’ Chris Mort was to return to the firm following his spell as chairman of Newcastle United FC. Recent highlights for Tim Jones’ team include advising Criteria CaixaCorp on its €1.43bn listing, Telecity Group on its €159m IPO, and the underwriters on the IPO of moneysupermarket.com. Simon Witty acted on a number of high-profile rights issues, while Jonathan Baird leads a strong listed funds practice. Clients praise the team’s ‘ heavy partner involvement’.
Hailed as a ‘ powerhouse’ of equity capital markets, Linklaters LLP is for some ‘ streets ahead of the competition’; ‘ they’ve taken ECM to a whole new level’. The team houses a ‘ deep bench of expert partners’ working under the highly rated pairing of Stephen Edlmann and John Lane. The firm’s unrivalled standing with the investment banks saw it act for the underwriters on three of 2007’s largest IPOs: the US$8bn IPO of VTB Bank, the US$4.9bn IPO of DP World, and the US$2.3bn IPO of DLF. It also advised the underwriters on Sberbank’s US$9bn follow-on offering, and Fortis on its €13.4bn rights issue to finance its acquisition of ABN Amro.
Although best known for its market-leading debt practice, Allen & Overy LLP’s advice to the underwriters on the €4bn IPO of Iberdrola Renovables shows that it also operates a formidably capable equity team. The firm has enjoyed considerable success on the recent spate of rights issues, advising Greek investment company Marfin on its €5.2bn offering, and the underwriters on the £3.3bn rights issue by Carlsberg to finance its acquisition of Scottish & Newcastle. Mark Dighero and Andrew Ballheimer both come highly recommended, and James Roe now focuses solely on ECM work.
Leveraging off its leading private equity practice, Ashurst LLP is more commonly found on the issuer side of flotations. However, instructions from the underwriters on both the £5.4bn rights issue of Imperial Tobacco and the £208.5m IPO of Safestore show the continued progress the firm has made with the investment banks, and it enjoys a particularly close relationship with Citi. Jonathan Haines has been promoted to partner.
Clifford Chance is another firm to make good use of its considerable private equity prowess, with 2007 seeing it act on the IPO exits of Cineworld, Xchanging, Safestore and Wellstream Holdings. David Dunnigan leads the global practice, with Adrian Cartwright in charge of a European team with notable strength in Italy and the emerging markets, particularly Russia and Poland. London managing partner for capital markets David Bickerton and IPO group head Jonathan Beastall are also highly recommended.
Led by Martina Asmar and James Palmer, Herbert Smith LLP continues to impress, and is recognised as having gained significant market share over the last few years. The ‘ well-balanced’ team’s progress has not gone unnoticed by the investment banks, with the firm further strengthening its relationships with Credit Suisse, Deutsche Bank, Merrill Lynch and UBS. Highlights for 2007 included advising moneysupermarket.com on its £837m IPO, and the underwriters on the €5.2bn equity offering by Marfin. Chris Haynes is also recommended.
Slaughter and May is unusual in not operating a standalone practice, instead calling on a range of versatile and experienced partners in its corporate practice to advise blue-chip clients from the firm’s unrivalled FTSE-100 client base on their activities in the area. While it received instructions from Goldman Sachs, Morgan Stanley and Deutsche Bank in 2007, the practice is therefore unsurprisingly dominated by issuer side work. Recent highlights included advising Ashmore Global Opportunities on its €500m IPO, and 3i Group and 3i Quoted Private Equity on their listing of shares. Peter Brien is recommended.
White & Case LLP is ‘ one of the few US firms truly dedicated to building a UK practice’. Francis Fitzherbert-Brockholes’s team acted on 11 IPOs in 2007, and added to its emerging markets track record advising Indian real estate company DLF on its US$2.25bn IPO, and the underwriters on the US$1.54bn IPO of Israeli SOE Oil Refineries. Philip Broke, Greg Hammond and Andrew Caunt are all recommended.
Lovells LLP’s growing practice is led by Richard Brown, who ‘ really knows his stuff’ when it comes to ECM work. Although the team is also active on the underwriter side, its two main IPO highlights for 2007 were both issuer instructions: AMG Advanced Metallurgical Group’s €314m IPO, and Smurfit Kappa’s €1.3bn offering. Nicola Evans and Maegen Morrison have been promoted to the partnership, and Nigel Read is also recommended.
Norton Rose LLP is an active player in the mid-cap ECM market and makes good use of the firm’s expertise in energy and natural resources to win instructions on equity offerings in the sector. The team, which includes the recommended Nick Adams and Simon FT Cox, advised the underwriters on the €125m IPO of European Capital Limited, and Crystalox Solar on its £220m IPO. The firm is also one of the leading players in the AIM market.
Recent highlights for James Healey’s team at Skadden, Arps, Slate, Meagher & Flom (UK) LLP include advising Vimetco on its US$600m IPO; the underwriters on the €361m IPO of AMG Advanced Metallurgical Group; and ENRC on its £1.5bn IPO. The team is highly regarded for its experience in Russian equity offerings, with clients particularly impressed by Danny Tricot.
Baker & McKenzie LLP offset the loss of practice head Peter Magyar to Dewey & LeBoeuf by bringing in Peter Castellon, previously London head of ECM at Citi, a key client of the group. The hire is a good addition to Clive Cook’s team, which advised Ferrexpo on its £227m IPO, and is also active for ING.
In Raj Panasar, Cleary Gottlieb Steen & Hamilton LLP boasts one of the finest UK-qualified ECM partners of any US firm in London. Recent highlights for the small but highly capable team include advising JSC Uralkali on its US$1.1bn IPO. Simon Ovenden and the dual-qualified Glen Scarcliffe are also recommended.
A highlight for Simmons & Simmons was advising Gottex Fund Management on its Swiss Stock Exchange IPO. Tim Field is recommended.
Dewey & LeBoeuf enters the ranking following its recruitment of Baker & McKenzie LLP’s team head Peter Magyar.
Other recommended names include: Lene Malthasen at Latham & Watkins; Sullivan & Cromwell LLP’s new London co-managing partner Vanessa Blackmore; and Weil, Gotshal & Manges’ practice head James Cole, whose team is set to be boosted by the arrival of the ‘ excellent’ Peter King from Shearman & Sterling LLP.
Law developments worldwide
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The Implications of Substance over Form and the Re- Characterisation of a Floating Charge
The purpose of this Article is to consider the implications of the recent English case of The Russell Cooke Trust Company Limited and Elliott1. Following this case, insolvency practitioners, preferential creditors, and third parties dealing with a company in the belief that its assets are subject to a floating charge (rather than a fixed charge) will need to examine the substance of the charge before dealing with those assets. -
Finance Bill 2008
The Finance Bill 2008 (as initiated) was released yesterday 31st January 2008 and there have been some welcome amendments included to assist the funds industry in administering the 8 year deemed disposal rules. -
Ireland: A gateway to China and Japan
Ireland's favourable tax treaties with China and Japan, regarding capital gains, mean that it is increasingly seen as a jurisdiction of choice for making equity investments in those countries. While there are a number of tax efficient Irish structures available for making such investments, we have concentrated solely for the purposes of this article on Ireland's holding company regime. -
D&I Quarterly 2008: NEW CORPORATE GOVERNANCE CODE
A new Corporate Governance Code (the "Code") for companies listed on the Helsinki Stock Exchange (the "Helsinki exchange") has been published by the Finnish Securities Market Association. The Code will enter into force on 1 January 2009 and companies should, if necessary, amend their Articles of Association at their annual general meeting in 2009 in order to meet the new requirements. -
D&I Quarterly 2008: ISSUER AGENT MANDATORY AS OF 1 DECEMBER
The issuer agent, a representative appointed by the issuer, is in charge of the execution of an issue or a corporate action together with the Central Securities Depository (the "CSD") and the account operators. The concept of "issuer agent" was first introduced in Finland in the beginning of 2008 and is widely used in other European countries. -
D&I Quarterly 2008: COURT OF APPEAL CONVICTS STONESOFT OF SECURITIES MARKET OFFENCE
On November 15, 2008 Helsinki Court of Appeal (the "Court") handed down its decision in a criminal case concerning the alleged security markets information offence by a software company, Stonesoft Oyj, and three members of its management team. The Court held that two members of the company's board of directors and a former CEO through gross negligence had failed to give a profit warning in due time. All defendants were fined. The Helsinki District Court had acquitted the defendants one year earlier. -
D&I Quarterly 2008: REPORT ON COMPLIANCE WITH THE TAKEOVER
The Takeover Panel has issued a Report on the compliance with the Takeover Code recommendations in connection with tender offers (the "Report"), based on an examination of Finnish tender offers launched between 1 January 2007 and 30 June 2008. The examination was conducted based on public information relating to tender offers, i.e., the offer document and stock exchange notices. -
D&I Quarterly 2008: Court Adjustment of Rent
The ongoing financial crisis and the looming economic depression will not leave the real estate and rental markets unaffected. The experiences from the early 1990's clearly demonstrate that during times of recession many tenants are likely to grow dissatisfied with their rents and may even resort to legal action to try to correct the situation. As discussed below, Finnish law includes a provision enabling tenants to present claims of this kind against landlords, but the chances of success in court are very modest. -
New Memorandum of Understanding with Ukraine on Banking Supervision
30.12.2008 - The Central Bank of Cyprus (“CBC”) is responsible for the licensing and supervision of banks and for safeguarding the stability of the financial system in Cyprus. In this connection it pursues an active policy of signing Memoranda of Understanding for cooperation in the field of banking supervision and exchange of information with competent overseas authorities, particularly those whose banks operate in Cyprus. -
Change in tax rate for Cyprus semi-governmental agencies
29.12.2008 - A draft bill has been submitted to the Cyprus parliament reducing the rate of corporation tax paid by semi-governmental agencies such as the Electricity Authority of Cyprus, the Cyprus Telecommunications Authority and the Cyprus Ports Authority with effect from 1 January 2009.