Equity Capital Markets

Equity Capital Markets

We have a broad range of equity capital markets practices, and regularly advise issuers and underwriters on international and domestic securities offerings and listings. Our clients include leading international financial institutions and we provide optimum expertise for issuers across various sectors.  We have advised on major acquisitions of banks in Kazakhstan for the last four years. 

The practice covers:

IPO

• preparation of comments and a proposal for the transaction structure;
• preparation of transaction documents;
• preparation of the plan of activities on the issue and placement of shares;
• advising on the method and procedure for shares placement pricing;
• advising on the pre-emptive right of shareholders to acquire shares when placing securities;
• advising on voluntary and obligatory offers in case of excessive value limits specified by corporate law;
• negotiations with a placement organiser and consultants thereof in connection with transaction structure, the content of the issuing documents, information disclosure and other questions.

M&A in Finance Sector

• legal support of the sale/purchase of banks, insurance companies, pension funds and investment funds;
• advising on structuring M&A transactions;
• legal due diligence of a target company and assets thereof;
• organisation of the data room, as well as supporting the auction for a business sale by the representing sellers;
• negotiations with client’s counterparties and consultants thereof on transaction terms and conditions;
• interaction with investment banks and auditors;
• drafting or reviewing documents that set the key conditions of the transaction (term sheet);
• drafting or reviewing the agreement for the sale of shares/interest in the charter capital of a legal entity;
• drafting or review of agreements between shareholders;
• drafting the escrow agreement;
• drafting and issuing Kazakh legal opinions;
• preparation of all required corporate approvals for transactions;
• advising on voluntary and obligatory offers in case of excessive value limits specified by corporate law;
• drafting petitions and notices required by Kazakh law and obtaining anti-monopoly approvals and other approvals required by government authorities;
• assistance in transaction closure, including signing documents.

If the transaction structure provides for the issuing of new shares, legal services may also include:

• preparation of the plan of activities on the issuance and placement of shares;
• advising on the method and procedure for shares placement pricing;
• advising on the pre-emptive right of shareholders to acquire shares when placing securities;
• negotiations with placement organisers and consultants thereof regarding transaction structure, the content of the issuing documents, information disclosure and other transaction issues;
• drafting the resolution for securities placement;
• drafting the resolution for securities issue;
• preparing the prospectus;
• drafting the resolution of the body authorised for the price (pricing procedure) of securities placement;
• drafting the resolution of the body authorised for the determination of the placement date;
• drafting a report on the results of a securities issue;
• drafting resolutions of the bodies authorised for the approval of large transactions and interested-party transactions made in connection with the placement of shares of the sold company, as well as for the approval of the resolution of a securities issue, and the prospectus and report on the securities issue;
• drafting disclosure letters;
• drafting an agreement with a depository (if necessary);
• interaction with the relevant government authorities regarding the issuance of documents and the transaction-related disclosure;
• drafting and commenting on an underwriting agreement;
• issuing a legal opinion on the issuance of shares;
• assistance in negotiating with investors regarding the documents prepared for shares placement.

Recent Experience:

IPO

• advice on the proposed LSE IPO of a metallurgic company with substantial assets in the Republic of Kazakhstan;
• advice to ABN Amro Rothschild, Deutsche Bank, Credit Suisse and Morgan Stanley as underwriters in the IPO of Eurasina Natural Resources Company;
• advice to JP Morgan on the IPO of Arawak Energy;
• advice to Deutsche Bank and Credit Suisse on the IPO of JSC “Halyk bank”;
• advice to Numis as an underwriter in the IPO of Bateman Litwin; and
• advice to a gold mining company on additional emission of shares on the London stock Exchnage. 
  

M&A

• advice to a leading Indian bank, Punjab National Bank, on its acquisition of JSC Danabank;
• advice to a Kazakh gold mining company on its transaction of GDR issuance;
• advice to a large Scottish Bank’s subsidiary regarding Kazakh law issues relating to the sale of the bank’s shares; and
• advice to a Kazakh construction company on the sale of its shares with option.

Publications:

• Initial Public Offering
• Kazakhstan Regulatory Issues: Practical Observations

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RATING

"The team is noted for its strength in banking and finance matters"

"The team has particular expertise in banking and finance"