IPOs in Luxembourg.

Transcription

1 IPOs in Luxembourg

2 2 IPOs in Luxembourg Corporate Law Firm of the Year Luxembourg Finance Monthly Law Awards 2013 Law Firm of the Year for Benelux FT Mergermarket Awards 2007, 2008, 2009, 2010, 2012, 2013, 2014 and 2015 Luxembourg Law Firm of the Year IFLR Europe Awards 2007, 2009 and 2010 Most Innovative Law Firm in Europe FT Innovative Lawyers Awards 2007, 2011, 2012 and 2014 Allen & Overy LLP 2016

3 3 Contents Why Luxembourg? 4 Why Luxembourg vehicles for Initial Public Offerings? 5 Typical issues to consider 6 Our Luxembourg Equity Capital Markets practice 7 Our track record 8 IPO and wider ECM experience highlights in Luxembourg 8 Wider EMEA IPO experience highlights 9 Your key contacts 10

4 4 IPOs in Luxembourg Why Luxembourg? Safe yet user-friendly business environment AAA rating At the forefront of implementation of relevant corporate and capital market related EU directives More than 60 double tax treaties Political and economic stability Central location in Western Europe Founding member of the European Union and the eurozone Fully developed infrastructure of financial services/resources and support functions Highly educated workforce and multilingual culture Predictability of tax and regulatory planning (tax ruling practice, grandfather rules) Tradition of customised and pragmatic financial regulation Flexible legal and tax framework Allen & Overy LLP 2016

5 5 Why Luxembourg vehicles for Initial Public Offerings? Luxembourg hosts a large number of corporate structures owned by PE houses and other sponsors which have a predisposition to serve as listing vehicles whether or not the listing is made on the Luxembourg Stock Exchange Flexible corporate law, which is of importance pre- and post-ipo, eg: Pre-IPO, to facilitate the (re-)structuring Post-IPO: Luxembourg companies may issue all types of equity and debt instruments in line with international market practice Flexibility to structure hostile take-over defenses In general, corporate law-driven EU directives are implemented quickly and in a business-orientated way Possibility to issue shares (under certain conditions) in bearer, registered or dematerialised form Why Luxembourg for prospectus approval and listing? Luxembourg has a proactive, and pragmatic yet investor protective regulator, the Commission de surveillance du secteur financier (CSSF), which is in charge of the approval of the IPO prospectus: Efficient review process for an IPO prospectus (first comments usually within ten working days; subsequent reviews within only a few days) Possible to obtain early (informal) clearances on key points for prospectus (ie financials) Same-day passporting notifications can be sent out of Luxembourg to public offer and listing jurisdictions Prospectus approved by CSSF can be e.g. in English, German and French A listing on one of Luxembourg s markets (regulated market or Euro MTF market of the Luxembourg Stock Exchange) can be considered, especially for dedicated atypical structures in an international context. Luxembourg is, for instance, a large listing location for Global Depositary Receipts (GDRs) Dual listings on the Luxembourg regulated market and other regulated markets can also be considered

6 6 IPOs in Luxembourg Typical issues to consider Pre-IPO legal and tax structuring: Conversion of existing financing in place to enable equity offering Efficient tax structure Implementation of any required corporate structuring (e.g. creation of a new holding company) Structuring exit for selling shareholder(s) Post-IPO legal and tax structuring: Stock option plans, employment agreements for top excutives, service agreements for specific matters, etc. Key documentation for IPO: New articles of association for IPO company and related corporate steps Corporate governance regime IPO prospectus and pricing announcements Underwriting agreement Publicity and research report guidelines Clearing and custody arrangements for the shares Auditors comfort letters Lawyers legal opinions Listing application, etc. Determination of management structure: one-tier (board of directors) or two-tier systems (board of directors and supervisory board). Choice of form of vehicle: Possibility also to list a partnership limited by shares (société en commandite par actions) with a double shareholder (general partner and limited partner) structure Implementation of structural defense tools, to help avoid hostile takeovers post-listing (possibility to opt-in or not to board neutrality and breakthrough rules). Overall timing for pre-ipo restructuring, due diligence, prospectus approval, roadshow, etc. Interaction between all intervening parties, typically the selling shareholders, the IPO company, the underwriting and bookrunner bank(s), auditors, the issuer s corporate services provider, company s and bank s counsel, CSSF, stock exchange, agents, depositary, clearing system, etc. Allen & Overy LLP 2016

7 7 Our Luxembourg Equity Capital Markets practice The mix of our local knowledge and global reach places us in pole position to structure and execute large and complex equity capital markets transactions. The way we are organised across the world also means that cross-border work is second nature to our lawyers. This is of particular relevance with respect to IPOs of Luxembourg companies and other equity capital markets transactions as it is typical that the listing jurisdiction of the Luxembourg company is a foreign jurisdiction and that other cross-border aspects need to be addressed. In Luxembourg, we advise on the full spectrum of issuances of equity and equity-linked instruments of Luxembourg companies, such as shares, warrants, convertible and exchangeable bonds. These offerings can be made as a part of an IPO (primary and secondary offerings) or private placements (to be followed by a listing on a stock exchange or not) and may also be structured as rights issues. We are in permanent contact with the CSSF and the Luxembourg Stock Exchange, enjoying good relations with both. This gives us a competitive edge and the reliability that our clients have come to expect from us. Allen & Overy is one of the best firms in Luxembourg. At least that s the consistent message from clients across all departments. They describe the firm as having a strong brand, good knowledge through to junior levels and being leaps and bounds above the rest. One even goes so far as to say that every lawyer was perfect. IFLR1000,

8 8 IPOs in Luxembourg Our track record IPO and wider ECM experience highlights in Luxembourg SAF-Holland SA On the corporate law and capital markets aspects of the listing on the Frankfurt Stock Exchange. Deal value: EUR156.75m. Pamplona Capital Management On the corporate law and capital markets aspects of the listing of Pegas Nonwovens SA in Prague and Warsaw. Discovery Offshore SA Hercules Offshore Inc, one of the largest international drilling contractors, as promoter of the private placement of shares in Discovery Offshore SA for EUR130m raised for the purposes of the construction and operation of jackup rigs and the subsequent listing of such shares on Oslo Axess. Athanor Equities SICAR-SCA On the conversion of the company into a SICAR and on the admission to trading of the shares of the company on the Luxembourg Stock Exchange s Euro MTF market. The company is the first SICAR to have been listed. Deutsche Bank, with Morgan Stanley As joint global coordinators, and the other underwriters, on the sale by Bertelsmann Capital Holding of up to 23,182,000 ordinary shares (as well as additional shares to cover potential over-allotment) of RTL Group, by way of public offering in Luxembourg and Germany, and in private placements in the U.S. and in certain other jurisdictions. Also, on the application by RTL Group for admission of its entire share capital to the regulated market segment of the Frankfurt Stock Exchange. Insight Investment Management On the IPO on the London Stock Exchange of its closed-ended pan-european real estate fund, Invista European Real EstateTrust SICAF, and on its successful deleveraging in 2009, through the issue and the listing of a combination of ordinary shares, preference shares and warrants. This was the very first time that a Luxembourg retail fund issued preference shares and warrants. Evonik Industries AG One of the world s leading specialty chemicals companies, in connection with the admission of its shares to the regulated market (Prime Standard) of the Frankfurt stock exchange and the regulated market of the Luxembourg Stock Exchange. Commerzbank AG Commerzbank and UniCredit in connection with the private placement and public offering of shares in SAF- Holland SA for around EUR140m. Pohjola Bank Advising Pohjola OY, as manager, in connection with an issuance of warrants and hybrid bonds by Elcoteq SE and subsequent listing on the Helsinki Stock Exchange. Stabilus S.A. Triton on the successful initial public offering of its portfolio company Stabilus S.A., a Luxembourg public limited liability company. The shares were publicly offered in Germany and are admitted to trading on the regulated market of the Frankfurt Stock Exchange. Allen & Overy LLP 2016

9 9 Wider EMEA IPO experience highlights Betfair On its GBP370m IPO Namakwa Diamonds Ltd On its IPO and subsequent USD50m placing and open offer. Ocado On its GBP200m IPO Ophir Energy On its USD375m IPO and admission to the LSE s Main Market Delta Lloyd On its EUR2.65bn rights issue and EUR1bn IPO. Ströer Out-of-Home- Media AG On its EUR390m IPO SHW AG On its EUR68m IPO Gjensidige Forsikring ASA On its listing on Oslo Børs, the largest Norwegian IPO since Sava Re On its EUR197m IPO, the second largest IPO in Slovenia Arctic Paper On its PLN162m IPO (issuer and underwriters counsel). Jastrzębska Spółka Węglowa S.A. On its PLN5.4bn IPO Warsaw Stock Exchange On its USD420m IPO. Bank Saint Petersburg On its USD274m IPO listed on RTS/MICEX Avanguardco On its USD256m IPO on the London Stock Exchange Ma aden On its IPO of a Saudi Arabian Mining Co

10 10 IPOs in Luxembourg Your key contacts Henri Wagner Partner International Capital Markets Tel Marc Feider Partner Corporate Tel Frank Mausen Partner International Capital Markets Tel Paul Péporté Counsel International Capital Markets Tel Jacques Graas Counsel - Corporate Tel jacques.graas@allenovery.com Allen & Overy LLP 2016

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12 For more information, please contact: Luxembourg Allen & Overy 33 avenue J.F. Kennedy L-1855 Luxembourg PO Box 5017 L-1050 Luxembourg Tel Fax GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,000 people, including some 527 partners, working in 44 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Amsterdam Bucharest (associated office) Budapest Ho Chi Minh City Hong Kong Moscow Munich Seoul Shanghai Antwerp Casablanca Istanbul New York Singapore Bangkok Barcelona Doha Dubai Jakarta (associated office) Johannesburg Paris Perth Sydney Tokyo Beijing Düsseldorf London Prague Warsaw Belfast Bratislava Frankfurt Hamburg Luxembourg Madrid Riyadh (cooperation office) Rome Washington, D.C. Yangon Brussels Hanoi Milan São Paulo Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Please note that the legal content of this brochure is accurate as of February Allen & Overy LLP 2016 CS1204_CDD-2597_ADD