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
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
Why Luxembourg?
Political and economic stability
More than 60 double tax treaties Safe yet user-friendly
business environment
Central location in Western Europe
AAA rating
Flexible legal and tax framework Fully developed infrastructure of financial services/resources and support functions Founding member of
the European Union and the eurozone At the forefront of implementation of relevant corporate and
capital market related EU directives Highly educated workforce and multilingual culture Predictability of tax and regulatory planning (tax ruling practice, grandfather rules)
Tradition of customised and pragmatic financial
– 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
– 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
Why Luxembourg for
prospectus approval and listing?
Why Luxembourg vehicles
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.
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, 2014
Our Luxembourg Equity Capital
Markets practice
Our track record
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.
Betfair
On its GBP370m IPO (underwriters’ counsel).
Namakwa Diamonds Ltd
On its IPO and subsequent USD50m placing and open offer.
Ocado
On its GBP200m IPO (underwriters’ counsel).
Ophir Energy
On its USD375m IPO and
admission to the LSE’s Main Market (underwriters’ counsel).
Delta Lloyd
On its EUR2.65bn rights issue and EUR1bn IPO.
Ströer
Out-of-Home-Media AG
On its EUR390m IPO (underwriters’ counsel).
SHW AG
On its EUR68m IPO (underwriters’ counsel).
Gjensidige Forsikring ASA
On its listing on Oslo Børs, the largest Norwegian IPO since 2006.
Sava Re
On its EUR197m IPO, the second largest IPO in Slovenia (underwriters’ counsel).
Arctic Paper
On its PLN162m IPO
(issuer and underwriters’ counsel).
Jastrzębska Spółka
Węglowa S.A.
On its PLN5.4bn IPO (underwriters’ counsel).
Warsaw Stock Exchange
On its USD420m IPO.
Bank Saint Petersburg
On its USD274m IPO listed on RTS/MICEX (underwriters’ counsel).
Avanguardco
On its USD256m IPO on the London Stock Exchange (underwriters’ counsel).
Ma’aden
On its IPO of a Saudi Arabian Mining Co (underwriters’ counsel).
Your key contacts
Henri Wagner
Partner – International Capital Markets Tel +352 44 44 55 312 [email protected] Marc Feider Partner – Corporate Tel +352 44 44 55 415 [email protected] Jacques Graas Counsel - Corporate Tel +352 44 44 55 192 [email protected] Paul Péporté
Counsel – International Capital Markets Tel +352 44 44 55 711
Frank Mausen
Partner – International Capital Markets Tel +352 44 44 55 312
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