EQUITY CAPITAL MARKETS

We provide advice to unlisted and listed companies, private equity groups and high net worth investors in all capital markets transactions.

Our areas of expertise include:

• seed capital and other pre-IPO offerings;

• initial public offerings, taking the process from concept through due diligence, drafting the offer under the Prospectus and preparing the application for listing and listing;

• secondary offerings including rights issues (plus accelerated rights offers), placements and share purchase plans;

• more complex capital instruments, such as debenture and convertible note offerings;

• buy-backs and capital reductions;

• underwriting agreements; and

• reconstructions and re-compliance with the ASX listing rules under Chapter 11.

MERGERS AND ACQUISITIONS

We will work with clients to provide tailored cost-effective solutions when it comes to mergers and acquisitions, where necessary we work with other advisors or experts to ensure our clients needs are covered with all their M&A activities.

Our areas of expertise include:

• information memorandum;

• bid strategy;

• preparing for, formulating and defending takeover bids;

• drafting of Bidder’s and Target’s Statements;

• mergers by scheme of arrangement;

• share or asset acquisitions and divestments;

• demergers;

• private equity acquisitions; and

• obtaining all necessary regulatory approvals and ASX and ASIC waivers relevant to mergers or acquisitions.

Corporate and Commercial

We provide general corporate and commercial legal advice to companies seeking a listing, listed companies, large private companies, company directors, investment banks, broking houses, high net worth investors and private equity firms on their general corporate and commercial matters.

The advice focuses primarily on compliance with the requirements of the Corporations Act and the ASX Listing Rules (where applicable) and includes:

We assist clients with:

• Corporations Act and ASX Listing Rule compliance issues, including drafting notices of meetings, board minutes, shareholder minutes, considering continuous disclosure obligations, corporate governance, periodic disclosure obligations to ASX and the like;

• drafting ASX submissions, waivers and ASIC modifications;
  

• Company secretarial services and support for company secretarial matters;

• due diligence, structuring and restructuring issues, whether by asset sale or share sale agreements;

• joint venture, management and other commercial agreements; and

• general contractual services such as shareholder agreements, employment and consultancy agreements, licence agreements, services agreements, underwriting agreements, share sale and asset sale agreements.

ENERGY & RESOURCES

We provide advice to explorers and emerging miners in relation to energy and resources projects.  Our experience includes hard rock mining, energy and other resources projects, not only in Australia but in overseas jurisdictions, including Asia, Europe, Canada, USA, South America and Africa. 

Our areas of expertise in energy and resources includes:

• mergers and acquisitions of mining and resource assets, either direct at the asset level, or at the company level (takeover, scheme or other);

• due diligence (including appropriate title searches) and all regulatory approvals;

• pre and post completion matters for an acquisition or divestment;

• Foreign Investment Review Board notifications and approvals, if required;

• various agreements including joint venture agreements, sale and purchase agreements, option agreements, different types of royalty agreements, mineral rights agreements, compensation agreements, access agreements and toll treatment agreements;

• preparation of Solicitor's Reports on tenements; and

• environmental regulation.