Capital Markets - Equity

Our Equity Capital Markets department is rated in the top tier by leading legal commentators. We act across all industry sectors advising issuers, major investment banks, underwriters and sponsors in Ireland, the UK, Europe and the United States on domestic and multi-jurisdictional transactions.

We have extensive experience in initial public offerings (on the main markets in Ireland, the UK and the United States and on AIM/ESM), rights issues, reorganisations and all types of securitisations and secondary placings of shares.  We continually work with clients to find novel solutions to the issues which concern publicly listed companies.  We have recently devised innovative and unique restructuring, redomiciliation and capital reduction solutions for publicly listed clients, facilitating access to the capital markets, elimination of historic deficits and the creation of positive reserve surpluses.

We advise many Irish and international public companies, as well as sponsors, ESM Advisers and Nomads of Irish plcs, on their ongoing compliance and regulatory obligations pursuant to the Listing Rules, ESM Rules and AIM Rules and the Transparency, Market Abuse and Prospectus regimes.  We are also retained on a regular basis by the Irish Stock Exchange and The Irish Takeover Panel to provide regulatory advice.  In addition, we provide securities law and financial regulation advices to investors in Irish financial institutions and other public companies.
We have substantial experience advising investors on all aspects of public takeovers including corporate and taxation structuring, stake-building and debt and equity placings.  Our Equity Capital Markets team also advises investors on their ongoing regulatory obligations including public and private disclosure requirements under domestic and European law. 

We advise companies and Boards on a wide range of corporate governance  issues, including board evaluations, board composition and powers, and committee charters. Members of our team also regularly present at conferences and workshops on corporate governance issues facing public companies.

We also work closely with our Debt Capital Markets and Financial Regulation colleagues on large-scale cross border debt and capital restructuring and refinancings.

Our recent experience includes advising:

Public Takeovers

  • Innocoll Holdings plc on its US$209m recommended takeover by scheme of arrangement by Gurnet Point.
  • King Digital Entertainment on its US$5.9bn acquisition by the NASDAQ-listed Activision Blizzard by way of an Irish takeover scheme of arrangement under the Irish Takeover Rules.
  • International Airlines Group (IAG) on its €1.4bn recommended takeover of Aer Lingus, Ireland’s national airline. 

Initial Public Offerings and Admissions to Trading

  • Advising Fineos in their IPO in Australia  
  • The Irish Department of Finance in relation to the €3.4bn IPO by the Minister for Finance of a 28.75% stake in Allied Irish Banks (AIB) (the largest IPO globally in 2017).
  • Davy and RBC as joint bookrunners and, in the case of Davy, as Nomad and ESM Adviser on Greencoat Renewables' €270m capital raise and admission to ESM and AIM.
  • Davy and Credit Suisse on their roles as joint global co-ordinators and bookrunners on Glenveagh Properties' €550m initial public offering and admission to the Irish and London Stock Exchanges.
  • King Digital Entertainment in relation to its US$ 7.1bn initial public offering on the New York Stock Exchange.
  • Ardagh Group in relation to its US$ 4.4bn initial public offering on the New York Stock Exchange.
  • Davy as sole bookrunner, Nomad and ESM Adviser on a number of equity capital markets transactions undertaken by Dalata Hotel Group, including various capital raisings totalling €475m, Dalata's initial admission to AIM and ESM and its reverse takeover of the Moran Bewley's Hotel Group. 

Financial Institutions/Advisory

  • Davy on its role as sponsor in relation to Dalata Hotel Group's migration of its listing from ESM and AIM to the main markets of the Irish Stock Exchange and London Stock Exchange.
  • Smurfit Kappa Group on all aspects of the transfer of the listing category of its ordinary shares on the official list of the United Kingdom Listing Authority from a standard listing to a premium listing and the transfer of the listing category of its ordinary shares on the official list of the Irish Stock Exchange from a primary listing to a secondary listing.
  • Davy as sole bookrunner, Nomad and ESM Adviser on a number of equity capital markets transactions undertaken by Dalata Hotel Group, including various capital raisings totalling €475m, Dalata's initial admission to AIM and ESM and its reverse takeover of the Moran Bewley's Hotel Group.
  • Advising various investment banks on the cash confirmations and Rule 3 adviser engagements mandated by the Irish Takeover Rules, including:
    • Morgan Stanley as Sponsor and Financial Adviser to bookmaker Paddy Power on its all-share merger with UK rival, Betfair, creating one of the world’s largest stock market-quoted betting firms;
    • J.P. Morgan Limited as financial adviser to Sumitomo Corporation for its US$800m acquisition of Fyffes; and
    • Morgan Stanley as financial adviser to Fleetmatics in its US$2.4bn takeover by Verizon.

Reorganisations and Redomiciliations

  • Linde on its pending US$74bn merger with US industrial group Praxair Inc. and concurrent redomiciliation to Ireland.
  • The Irish Department of Finance on the creation of new listed holding companies for each of Bank of Ireland and AIB.
  • The Irish Department of Finance on the 2015 capital restructuring undertaken by AIB.
  • Innocoll Holdings plc on its redomiciliation from Germany to Ireland and simultaneous termination of its existing ADR programme and direct listing of shares on NASDAQ.

Secondary Equity Fundraisings

  • Reedy Creek Investments LLC on its €45m subscription for shares on the admission of Malin Corporation plc to trading on the Enterprise Securities Market of the Irish Stock Exchange
  • Glanbia Co-operative Society Limited in relation to several placings of the Society’s shareholding in Glanbia plc, totalling approximately €300m.
  • Innocoll Holdings plc on all aspects of its fully underwritten public offering of 5,725,000 new shares at an offering of US$7.00 per share.

Returns of Capital

  • Cpl Resources on its €25m return of capital to shareholders via tender offer.
  • King Digital Entertainment on its US$150m buyback programme.
  • Glanbia Co-operative Society Limited in relation to various returns of capital and placings, including most recently the spin out of 5.9 million Glanbia plc shares (value €92m) and related placing of a further 8.7 million Glanbia plc shares (worth €155m).

UK Financial Conduct Authority Issues New Policy Statement on Recapitalisation Issuances During the COVID-19 Crisis

The FCA issued a series of new measures aimed at assisting companies raise new share capital while preserving investor protection in the COVID-19 crisis.


Revised Shareholders' Rights Directive: Changes introduced for Traded PLCs

New rules to encourage long-term shareholder engagement and increase transparency in traded companies.


Access to Capital: Guidelines on Non-Pre-Emptive Issuances Temporarily Relaxed in light of COVID-19

Temporary relaxation of the Pre-Emption Group guidelines on non-pre-emptive issuances should facilitate quick access to capital for listed companies.


Euronext Growth Designation as an SME Growth Market

Simplified market processes for SMEs as Euronext Growth, Ireland's secondary equity market, has been designated as an 'SME growth market' relaxing certain regulatory obligations for relevant issuers.


The New Prospectus Regime – What Do I Need to Know?

New prospectus regime came into effect across the European Union on 21 July 2019


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We are consistently ranked as one of the leading Capital Markets law firms in Ireland.

Department

  • William Fry’s capital markets practice has been described as "a strong team, commercially minded, pragmatic and focused on the commercial outcomes. They are always well prepped, on top of the detail and with a longer-term view of what is required and on key objectives." Another source adds that they are "very personable as well as providing first-class advice." Legal 500 2020
  • Clients praise the team's "excellent international reach," adding that their other "strength is the clear advice and direction the lawyers provide us with to ensure our position is as strong as it can be." Clients also add: "The lawyers provide solutions to problems rather than just pointing out problems" and appreciate that the team "is very responsive and understands cross-border finance extremely well." Chambers Europe 2020
  • One client states "William Fry has been exemplary in its work. It has assigned experts to what has been a very technically demanding assignment. A very responsive and professional approach has been adopted consistently." Another client states: "Responsive, comprehensive and  thorough advice. William Fry are available with advice on tight deadlines when required." IFLR 1000 2019 
  • The team has been "very responsive, available, prompt in the delivery of advice, thorough and easy to deal with". Clients also reported that the firm offers "a good standard of service, with a good depth of expertise" and describe the lawyers as "responsive and able to understand the commercial elements of deals". Chambers Europe 2019
  • Clients report: "The team is very easy to deal with and very easy to talk to." Other sources describe the firm as "deadline-driven, with good international links." Chambers Europe 2018
  • Clients are impressed by the firm's "levels of service, attention and response, as well as the breadth of service." Clients regard the firm as "very practical and easy to deal with; the lawyers have a good knowledge of the issues and cover the ground without going into too much detail." Chambers Europe 2017
  • At William Fry, Myra Garrett’s team works with ‘speed and precision’ on behalf of issuers, financial institutions, investors and brokers.  Legal 500 EMEA 2017 
  • "I think the strong point of this outfit is the depth of resources. I have worked with a lot of firms and often, once you go beyond a partner, the quality reduces. This never happens with this department, due to the great depth of quality within the team."  Chambers Global, 2016

Team

Myra Garrett

  • Described by market sources as "fantastic," Myra Garrett maintains a strong reputation for her corporate and M&A practice, assisting companies from a range of sectors with transactions and boardroom advice. "Her style is collaborative and engaging, and her approach is firm and decisive," says an impressed client. Chambers Global 2020
  • “Myra Garrett is excellent. She is very good at understanding the client relationship and managing it."  Chambers Europe 2020
  • "Myra heads the firm's equity capital markets practice and advises companies on bond issues, tender offers and acquisitions of shares." Chambers Europe 2019 
  • Myra Garrett is a "very experienced and capable lawyer" who has "a great reputation in the market," according to commentators. Garrett assists clients with IPOs and fund-raising for technology companies. Chambers Global 2018 
  • Myra Garrett has a particular focus on advising technology companies on fund-raisings, particularly IPOs and open offers. Sources describe her as "hugely competent." Chambers Global 2017
  • Myra Garrett is a market-leading ECM lawyer, whose "experience is highly impressive. She has been through a large number of transactions, and has gathered experience on many fronts."  Chambers Global, 2016  

Mark Talbot

  • Mark has been described by clients as "very diligent in identifying and understanding the key issues, highlighting the important points within the detail and then moving processes forward. Very commercial and highly professional." Legal 500 2020
  • An impressed client says that "Mark is an exceptional lawyer: very commercial and has a keen understanding of the client's needs, and he delivers for them." Chambers Global 2020
  • "He is well prepared, responsive, knowledgeable and personable." IFLR1000 2020
  • According to one source Mark is "very receptive, considered, prompt and concise in his advice. He's very good at explaining very technical pieces of the law to non-lawyers in a very intelligible fashion and also very prompt and available.” Another client adds Mark "has a personable manner about him, is all over the detail, is a very impressive character, and seems to be going from strength to strength in improving his franchise.” Chambers Europe 2020
  • The "excellent", "incredibly well-informed" Mark Talbot advised the Department of Finance on the IPO of a 28% stake in AIB and the re-admission of AIB to the Irish and London Stock Exchanges. Legal 500 2019 
  • Talbot is "thorough, straightforward and responsive" according to market commentators. He represented Davy Group and Credit Suisse as global co-ordinators and bookrunners in the IPO of Glenveagh Properties. Chambers Europe 2019 
  • Sources report that Mark Talbot is "practical and knowledgeable" and "a good technical lawyer." He acted for J.P. Morgan on its role as financial adviser on the takeover of Fyffes by Sumitomo. Chambers Global 2018 
  • William Fry’s "responsive and knowledgeable" team includes "thoughtful problem-solver Mark Talbot." Legal 500 2018 
  • According to clients, Mark "dealt with challenges well, and is very pragmatic and easy to deal with." Chambers Global 2017

Key Contacts

Mark Talbot Partner

Myra Garrett Partner

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