Equity Capital Markets

Henry Davis York's professionals are experienced in equity market transactions such as IPOs, rights issues, recapitalisations and placements.

Three key issues for a successful equity capital market transaction

Our experts work with clients to manage the three key legal issues for a successful equity capital market transaction:

• an effective offer structure
• satisfactory due diligence enquiries, and
• appropriate disclosure.

Usually these three work streams need to be undertaken simultaneously to ensure the transactions are executed smoothly and are managed effectively.

The Henry Davis York difference

The difference is that our service is personal.

First we listen to ensure we understand the client's objectives. Then using our experience we work with clients every step of the way: from structuring and approvals through to documentation, distribution and closing the deal.

Our equity capital markets expertise includes:

• inbound investment
• offer structuring including company and trust structures
• ASIC and ASX liaison and relief
• expert engagements
• risk mitigation strategies
• advising on directors' potential personal liability 
• due diligence inquiries 
• chairing due diligence committees
• providing legal sign-off
• drafting and verification of offer documents
• subscription agreements and commitment letters
• underwriting agreements.

Sterlite Industries (India) Limited - convertible notes issue

Adviser to Sterlite for its US$500 million offering of convertible notes to expand the company's copper business and to make strategic acquisitions outside of India.

Sterlite is India's leading copper producer and a subsidiary of Vedanta Resources PLC, a London Stock Exchange listed diversified FTSE 100 metals and mining company, and India's largest non-ferrous metals and mining company based on revenue.

Powerlan Limited - 4.5 for 1 renounceable rights issue

Acted for Powerlan on its 4.5 for 1 renounceable rights issue recapitalisation.

Powerlan Limited - takeovers panel application

Helped Powerlan successfully defend Takeovers Panel proceedings brought by active shareholders in relation to the company's rights issue. The matter involved complex issues which were dealt in a very short time frame and were completed without delaying the capital raising timetable.

Natasa Mining Limited - redomicilation

Adviser to Natasa, an Australian based mining investment company listed on the ASX and AIM, on its redomiciliation to the Cayman Islands and subsequent de-listing from the ASX. The redomiciliation involved a series of steps which culminated in a capital reduction, and involved an in specie distribution of shares in a Cayman subsidiary to existing Natasa shareholders on a pro rata basis. The matter involved working with Natasa's English and Cayman advisers, including AIM Nomads, and liaising with ASIC and ASX on the proposed redomiciliation.

Jupiter Mines Limited - Tshipi acquisition

Worked for Jupiter Mines Limited on the capital restructure of Tshipi é Ntle Manganese Mining (Proprietary) Limited where Jupiter acquired a 49.9% interest in Tshipi for approximately AUD$250 million. Tshipi is a South African company with mining and prospecting rights in the Kalahari Basin adjacent to the Mamatwan mine, which is majority owned by BHP Billiton. Jupiter is a junior miner with current interests in iron ore and manganese in Australia. When the acquisition is completed, Jupiter's majority shareholders will include Pallinghurst Resources, Investec, POSCO, Midstream & Resources and AMCI.

Datadot Limited - takeovers panel application

Advised Datadot on its defence of a Takeovers Panel application made from an aggrieved shareholder regarding the conduct of two of the sub-underwriters to Datadot's rights issue.

Two Way Limited - rights issue

Advised Two Way on its 1 for 6 non-renounceable, fully underwritten rights issue.

Goldman Sachs (Asia) LLC - recapitalisation of Apex Mining NL

Advised Goldman Sachs, as the majority holder of notes in Apex Mining NL, on the re-purchase of those notes as part of a broader recapitalisation of Apex Mining NL. Apex funded the re-purchase through a capital raising which was partially underwritten by the noteholders, including Goldman Sachs. When the capital raising was completed, Apex re-purchased the notes and the noteholders received a mix of cash and shares, as well as options in consideration for the repurchase. The transaction also required Goldman Sachs to obtain FIRB approval to its investment in Apex Minerals.