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).

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

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


Reminder of Corporate Governance Changes for AIM Listed Companies

Reminder: All AIM listed companies are now obliged to disclose details of the corporate governance code which they apply


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

Department

  • 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
  • "Working with the team is very positive; I have a good relationship with the people there and I can trust them to get the job done in the time set." Chambers Global, 2015
  • "The lawyers are excellent negotiators. They always get me where I want to be and we never end at an impasse." Chambers Global, 2014
  • Sources say: "The team was critical to the successful outcome of a complex deal." Chambers Europe, 2013
  • "Each lawyer has an absolute command of their speciality" and is "a pleasure to work with"Legal 500 EMEA, 2013
  •  William Fry provides "a first-class service", "client commitment and commercialism".Legal 500 EMEA, 2012 

Team

  • David Fitzgibbon
    • Clients highlight Fitzgibbon for his skill in negotiations, while another describes him as "very good, responsive and sensible." Chambers Global 2017 
    • Clients report "He delivers proactive, insightful advice, adopting a solid negotiating stance with a fast, responsive turnaround." Chambers Europe 2016
    • David has an ability to "pay very close attention to detail and manage the team very well." Chambers Europe 2015
  • Myra Garrett
    • "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
    • 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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