Herbert Geer & Rundle advised Tattersall’s on its restructure and IPO, which saw beneficiaries of the 100-year-old estate of the late George Adams become shareholders in a public company. The process utilised a particular capital gains tax rollover provision.
The company hit the Australian Stock Exchange last week in the year’s biggest listing and opening-day trading placed a market capitalisation on the company of approximately $2.4 billion.
The restructuring involved complex commercial and equity issues. The commercial issues revolved around the structuring and implementation of a complete asset sale of a 100-year-old business in a highly regulated industry. Enabling state legislation was required to permit the transfer of Tattersall’s key licences.
The structure and implementation had to be dynamic to allow for the many possible outcomes of the Court process and taxation ruling requests. The equity issues required Supreme Court proceedings dealing with the interpretation of the will regarding the power of the trustees to enter into the restructure arrangement; the interpretation of the employees’ right to participate in the distribution of shares in Tattersall’s Limited and the compromise of this right; and the interpretation of the basis of entitlement of beneficiaries (other than employees) to share in the distribution of the shares in Tattersall’s Limited.
Partner Bill Fazio led the Herbert Geer & Rundle team. “The transaction required a lengthy series of interacting events to balance the requirements of the will, the Court orders, multiple taxation rulings and ASIC relief,” Fazio said.
The Herbert Geer & Rundle team also included Richard Midgley and senior associates Michael Truelove, Jacqui Gannon and Sarah Nichols.