Dentons advises on GEM Capital Holdings’ all cash offer for Volga Gas

Dentons has advised GEM Capital Holdings on its all cash offer for the entire issued and to be issued ordinary share capital of Volga Gas plc, an AIM listed independent oil and gas exploration and production group operating in the Volga Region of Russia, which has now been declared wholly unconditional.

GEM is a private limited liability company incorporated in Cyprus wholly owned by Anatoly Paliy which makes investments directly and through its subsidiaries in, inter alia, specialised chemicals, nanomaterials and technology companies. In addition, Anatoly Paliy holds interests in several oil and gas assets. The takeover was noteworthy in that it was not recommended by Volga Gas’ Board but was structured such that the offer was not opposed by the Volga Gas Board either.

Thomas Keane, Director of GEM, said: “We are grateful to Dentons for their very helpful and pragmatic advice and hard work on the transaction”.

Neil Nicholson, partner in Dentons’ UK Corporate team who led on the deal, said, “We were pleased to support the GEM Capital Holdings team to help deliver a successful transaction in less than straightforward circumstances.”

Alongside Neil Nicholson, the Dentons team in London included Corporate senior associate Simon Mitchell, Corporate associates Joe Collingwood and Charlotte Uden and Corporate trainee Andrew Gallagher.

Pinsent Masons advises Teva Pharmaceuticals on €84mn sale

Multinational law firm Pinsent Masons has advised Teva Pharmaceuticals’ subsidiary, Actavis Group PTC, on the successful €84m sale of a suite of consumer healthcare products to Karo Pharma AB (Karo).

The transaction transfers ownership of the brand portfolio, comprised of Flux®, Decubal®, Lactocare®, Apobase®, Dailycare® and Fludent® from Teva to Karo. The transaction is is expected to close on April 1.

The Pinsent Masons team was jointly led by partners Allistair Booth and Thilo Schneider and included senior associate Ciaran Wilkinson.

Commenting on the transaction Thilo Schneider said: “I am so pleased that we have been able to support Teva and to have brought this transaction to a successful conclusion. The sale is significant for both parties and we are proud to have achieved a successful outcome for Teva. We worked closely with them to understand what they wanted to achieve and helped to determine the best options available to them.”

Hogan Lovells advises Shaftesbury on its £300m equity capital raising

International law firm Hogan Lovells have advised Shaftesbury on its equity capital raising which intends to raise gross proceeds of approximately £297 million by way of a fully underwritten firm placing and placing and open offer. Up to a further approximately £10 million in gross proceeds may also be raised by way of an offer for subscription which is not underwritten.

Shaftesbury is a real estate investment trust with a portfolio that extends to 16 acres in the heart of London’s west end, where the COVID-19 pandemic and the measures to contain it have had, and continue to have, a material adverse effect on normal patterns of activity and business. In light of the COVID-19 pandemic, Shaftesbury are carrying out the capital raising to help ensure its group maintains a strong financial base, is positioned to return to long-term growth as pandemic issues recede and, should conditions improve, is able to invest further in its exceptional portfolio.

The Hogan Lovells team was led by Corporate & Finance partners Nicola Evans and Raj S. Panasar with support from partners Jonathan Baird, Gill McGreevy (Real Estate) and Elliot Weston (Tax).

Commenting on the transaction, partner Nicola Evans said: “We are delighted to have partnered with Shaftesbury on this significant transaction which ensures Shaftesbury is in a stronger position to deal with the continuing impact of COVID-19. Agility in helping companies with the optimal type of capital raise for the circumstances is key at the moment, as the business environment can change daily.”

Kirkland advises Gordon Brothers on €100M ABL facility

Kirkland & Ellis has advised Gordon Brothers on an Asset Based Lending (ABL) facility in the amount of €100 million to a leading German hypermarket store chain. B. Riley Financial is participating in the loan as a minority partner.

The advice provided by a team of Kirkland lawyers from Munich and London included the comprehensive structuring of the transaction from a financial, contract and insolvency law perspective as well as its documentation and implementation.

Gordon Brothers is a global consultancy and investment company which provides customised liquidity solutions in the retail, commercial and industrial, and finance sectors.

The Kirkland team was led by Munich-based restructuring partner Sacha Lürken, debt finance partner Dr Alexander M.H. Längsfeld and restructuring partner Dr Bernd Meyer-Löwy; and also included London-based debt finance partners Evgeny Zborovsky and Karen Ford and associates Oliver Trotman and Adebayo Lanlokun.

£14.7 billion raised in secondary offerings since the start of the year

Overall secondary offerings have reached £14.7 billion across 135 transactions in the UK for the year to date, according to new analysis from Deloitte. A secondary offering refers to the sale of shares in a listed company occurring after a company’s IPO, with the transaction taking place through either London’s Main Market or AIM.

Prior to the lockdown in the UK, the amount of money raised in January and February 2020 was almost twice that of the same period in 2019 (£3.4 billion vs £1.9 billion), signalling increased business optimism. Despite a drop in March, April and May both saw elevated levels of equity fundraising in London.

Chris Nicholls, Head of Equity and PLC Advisory at Deloitte, said: “The UK market has very much been open for existing listed companies seeking additional equity capital, including those from the retail and hospitality sectors. Typically this has been to strengthen balance sheets and improve liquidity in the wake of the pandemic. I would expect fundraising activity to continue into the rest of the year, albeit with only a modest trickle of IPOs.”

Since 23 March this year, the FTSE 100 and S&P 500 have risen 29.8% and 42.8% respectively, boosted by the gradual reopening of world economies and bold government and central bank stimulus measures. However, volatility levels remain elevated compared to long-term averages with the global VIX Index currently in the region of 24, substantially higher than the 2019 average of approximately 15.

Chris Nicholls concludes: “Whilst volatility has substantially reduced from March levels, any VIX reading above 20 traditionally represents a difficult environment in which to launch IPOs. However, global equity markets are recovering strongly from the unprecedented shock to the economy caused by COVID-19.”