Top firms advise on first dual primary listing on ASX and HKEX

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Gilbert + Tobin (G+T) and Herbert Smith Freehills (HSF) acted on the first dual primary listing of a company on the ASX and the HKEX.

G+T was the Australian legal counsel to Yancoal on the company’s listing in Hong Kong, which raised HK$1.6bn. HSF advised Morgan Stanley Asia, CMB International Capital, the joint sponsors.

Yancoal was also advised by Freshfields Bruckhaus Deringer as Hong Kong and US legal counsel, and King & Wood Mallesons as Chinese legal counsel. Slaughter & May advised the joint sponsors and underwriters as Hong Kong and US legal counsel.

The listing was undertaken in conjunction with a pro-rata accelerated renounceable entitlement offer (AREO) in Australia to existing shareholders, which is expected to complete early this month.

G+T said that the milestone for Yancoal continues the firm’s work for its client, having played a major role in Yancoal’s acquisition of Rio Tinto’s Coal & Allied in 2017. Corporate partners Costas Condoleon and Sophie Chen had leading roles advising Yancoal and its directors in that deal, which was the largest mining deal in Australia that year.

G+T said that critical to the success of the dual primary listing was the firm’s equity capital markets and Chinese dealmaking expertise, coupled with its working relationships with key Australian regulators, including the Foreign Investment Review Board (FIRB), the ASX, and the Australian Securities and Investments Commission.

The firm designed the pioneering structure for the Hong Kong IPO, which was achieved by Yancoal major shareholders renouncing their entitlements via the AREO. The deal was further complicated by the fact that a high percentage of Yancoal ownership is held by Chinese state-owned enterprises, which also account for a large part of institutional investors of the company in Hong Kong. This meant that the dual primary listing only succeeded because the participating enterprises obtained all necessary FIRB approvals within a short timeframe.

Condoleon and Chen jointly led G+T’s team with fellow corporate partner Adam D’Andreti. HSF’s team was headed by partners Philippa Stone, Philip Hart, and Adam Strauss.

Corporate partner Deborah Johns and energy and resources partner Chris Flynn also played key roles in the G+T team, which also included corporate lawyers Kevin Ko, Lucy Hall, Dimitri Kalis, Michael Tong, and Lily Zhang, as well as energy and resources lawyers Anthony Pizzolato, Henry Cornwell, and Alena Stirton.

The HSF team also included solicitors Christian Bourke and Lucinda Bradshaw.