CLAYTON UTZ this month pulled off a challenging role as the lead adviser to Tattersall’s on its recent $2.17 billion IPO and listing on the Stock Exchange. The various stakeholders in the process impacted significantly on the work the firm did, and demanded significant flexibility on behalf of those involved.
Leading provider of gaming-based entertainment products and one of Australia’s largest private companies, Tattersall’s engaged Clayton Utz last year as advisers on its historic float. Acting on a float of this size has its own challenges, partner Charles Rosedale told Lawyers Weekly. But working with the various stakeholders and their differing interests, was a unique experience.
“There were two transactions running in parallel — the restructure and the float,” said Rosedale. “There were two law firms, two accounting firms, two broking firms. It really was unique. There were lots of parties involved.”
The firm’s work involved setting up appropriate processes to ensure the relevant prospectus liability defences were available, which included ensuring there was no duplication of work undertaken for the restructure, which occurred simultaneously.
Partner Penny Grau said that because the process was operated in tandem, there was due diligence in respect of the restructure and also as part of the float. “But our client did not want duplication to occur,” said Grau. They wanted the float process to be able to rely upon the work undertaken for the restructure, she said.
As well, the firm advised Tattersall’s in establishing aspects of its corporate governance procedures, and assisting in preparing the prospectus. It was involved in the verification process and worked closely with the company, the lead manager, Goldman Sachs JBWere Pty Ltd, and co-lead manager, Macquarie Equity Capital Markets Ltd, to ensure the successful listing.