Tips for capital market transactions
When I started working on corporate finance and equity capital markets transactions as a junior lawyer, it was overwhelming. It was a constant rush to ensure comments for announcements, circulars and submission documents were sent to principal advisers in time for the announcements and submissions to be made. Lunch time …
How to facilitate disclosure for PLCs
Disclosure for capital market transactions is time sensitive. Where announcements and circulars are required for certain transactions under the Listing Requirements, public listed companies must ensure these are done in a timely manner, in accordance with the Listing Requirements. For IPO, the deadline for submission of prospectus is determined by, …
Red flag in IPO-conflict of interest
It is usually a red flag to investigate further for conflict of interest in an IPO exercise if any interested person of the company undertaking the IPO exercise (“applicant”) has business interest outside the applicant and its subsidiary companies. In determining whether a COI situation arises, the applicant should consider …
Conflict of interest in IPO
Today’s post in on conflict of interest (“COI”) in IPO. The due diligence working group for an IPO may be preparing for submission of the IPO at full speed until the advisers discover COI situations in the course of their due diligence. In certain cases, the IPO submission has to …
IPO: Issues to look out for
Today’s post is on issues which may delay an IPO exercise. Steps should be taken from the outset to identify whether there is any issue in the following areas in an IPO exercise. Rectifying any non-compliance in the following areas may take time and involve application to the authorities to obtain the …
IPO: Prospectus disclosure
Today’s post is about disclosure in prospectus for IPO. It is almost inevitable that advisers would discover some non-compliance relating to the companies undertaking IPO exercises or their subsidiaries in the course of due diligence. In addition to rectifying the non-compliance, consideration should also be given as to whether the non-compliance need to …
ECM lawyer, “What is the first thing you learn?”
We hear it all the time. Lawyers always look for what may go wrong. It’s probably how we are trained. Ask any IPO lawyer or ECM lawyer, “What is the first thing you learn?” The answer is probably something along the following line: All information in prospectus/ circular/ submission to …
Terms of preference shares
Some of the key terms of preference shares to consider include: 1. Number of preference shares to be issued 2. Issuance price 3. Dividend -Rate of dividend -Whether dividend is cumulative -Time for dividend payment 4. Tenure of preference shares Whether the preference shares will be converted to ordinary shares …
Why do companies issue preference shares?
Some companies prefer to raise funds by issuing preference shares instead of issuing ordinary shares or getting loans for the following reasons: 1. Issuance of preference shares allows the companies to raise funds without affecting the voting powers of the existing ordinary shareholders. Unlike ordinary shares, preference shares carry limited …
Verification process in ECM corporate exercise
One of the earliest lessons I have learned as an equity capital markets lawyer is this: Submission documents must not contain any statement or information which is false or misleading or from which there is a material omission. Being provided with information at the eleventh hour just before a prospectus or circular …