New Zealand firm advises on trans-Tasman A$1 billion IPO

by Mackenzie McCarty05 May 2014
A team led by Simpson Grierson partner Michael Pollard has advised on New Zealand aspects of the IPO of Spotless Group Holdings Limited, which listed 540.5 million shares last week.

Pollard has done “quite a lot” of work for private equity firm Pacific Equity Partners (PEP), who advised the funds, for quite a few years and tells NZ Lawyer this particular transaction presented some unique challenges.

“The preferred structure by which the selling shareholders would exit part of their holdings under the IPO meant that we needed overseas investment office clearance, despite the fact that the sale company only had a shareholding for a moment in time,” says Pollard. “Rather than apply for Overseas Investment Office Act clearance, we obtained an exemption from the Act. This was complicated by the introduction of market stabilisation arrangements into the IPO structure.”

The indicative price range sits between AU$1.60 and AU$1.85 representing total proceeds of between AUD865m and AUD1bn at that range. 

Current shareholders in the company, which include funds advised by PEP and Spotless management, will retain around 49% of the company.  The offer will consist of: a broker firm offer which is open only to Australian and New Zealand resident retail clients of brokers who have received a firm allocation of shares, an institutional offer, and an offer to eligible employees and investors nominated by the company.

Simpson Grierson also acted for PEP on its 2012 takeover of Spotless.
Firm Lawyers Client
Simpson Grierson Michael Pollard, James Hawes, Kelvin Sue Spotless
Gilbert & Tobin  Andrew Bullock, Rachael Bassil, Ilona Roze, Tim Perry, Jessica Van Rooy, Adam D’Andreti, Shan-Ree Tan, James Tannock and Samuel Kang Spotless

Spotless is an Australian-owned, managed and operated integrated services company providing cleaning, catering and laundry services, facilities management and non-core business support to Australia and New Zealand markets.

Citigroup, Deutsche Bank and UBS are underwriting the IPO. The boutique equity capital markets and takeover adviser Highbury Partnership is advising the Spotless board on the IPO and the shares are expected to begin trading on the ASX on May 23.

In the year to date there have been 12 IPOs that have been announced, 11 that have been priced and six that are trading, according to Bloomberg data.