A trainee's role in...
De-merger of M&G plc and Prudential plc
Richard Bishop worked on the de-merger of M&G plc and Prudential plc, resulting in the listing of M&G as a new entity on the London Stock Exchange.
Can you explain the transaction?
Prudential purchased M&G in 1999 for £1.9bn but the two companies recently decided to de-merge. This meant trading on the London Stock Exchange separately, with Prudential retaining its pre-existing listing and M&G listing as a separate entity. For M&G to list, the company needed a prospectus and other documents such as sponsor agreements. The prospectus is intended to give investors a detailed picture of the company to help them decide whether or not to invest. Drafting the prospectus and making sure it is correct is a huge responsibility for lawyers on a transaction of this nature. In addition to the listing, there was the complex matter of the separation itself. This involved drafting a transitional services agreement to cover the provision of certain shared services during a transition period, and a demerger agreement as well as an assortment of other pensions and employment, tax, and commercial agreements.
What kind of work were you doing?
Initially, I was leading a team of trainees charged with verifying that all of the information disclosed in the prospectus was correct and had appropriate supporting evidence. I was also asked to assist with the drafting of the sponsor agreements, which are agreements with the sponsor banks that guide the listing entity through the listing process. In addition, I had the opportunity to work with the external PR team by giving a legal perspective on the announcement that M&G was due to put out to the market – this was an interesting opportunity that I really enjoyed. My supervisors were conscious that I was in my final seat, and made efforts to give me tasks that required a greater degree of responsibility.
How big was the deal team?
The team was fairly large – which represents a specific challenge for a trainee. As there are lots of people working towards different aspects of the same goal, you can find yourself being pulled in different directions by several people at the same time. It’s important to manage expectations but also to be flexible with your time. There’s certainly a balance between saying yes to everything and ensuring you have the time to do the best job you can on every task you’re given.
I had the opportunity to work with the external PR team by giving a legal perspective on the announcement that M&G was due to put out to the market.
What sort of hours did you work?
I changed seats from Tax into one of our Corporate teams in the final month of the transaction. This is the point where the hours can start to ramp up, so from the beginning of the seat I had a lot to do. Fortunately, my weekends were relatively free from work; I only had to do an hour or two of work on one weekend, which for a deal of this scale is pretty good. For the first four weeks, it was a late finish each day. It was a lot of work, but it allowed me to get to know the team and the transaction really well in a short space of time.
How did it feel working on a transaction involving such well-known companies?
When I was talking to my family and friends about the work to the extent that I could, they all knew the companies straightaway, which was nice. It was also great to see the deal reported on in the FT – a transaction of this scale is extremely satisfying to work on.
And your favourite moment?
When any transaction ends, there’s a huge sense of satisfaction in having played a part in something which has come successfully to fruition. However, my favourite moment was towards the end of the process. It involved us taking most of the documents to M&G’s offices to be signed by the directors. Everyone’s hard work is laid out on the table; you can see the physical result of months of work in one place, and it is often one of the first moments of relative peace after a busy few weeks. It was a major milestone that we had all been working towards, and that for me was a real highlight.