A trainee's role in...

Watches of Switzerland Group's Initial Public Offering

Rebecca Bennane worked on Watches of Switzerland Group’s Initial Public Offering (IPO) of Watches of Switzerland, the leading multi-channel luxury watch retailer in the UK.

How did you come to be involved in the project?

I was in in my corporate seat, in the second rotation of my training contract. There was a ‘capacity request’ for more help on the transaction, and I thought it sounded interesting and felt I had some capacity so volunteered for it. There was a large verification exercise for the prospectus coming up, involving finding supporting evidence for almost every statement made in the hundreds of pages detailing the listing. It was a case of all hands on deck to get that over the line. I was then brought in more generally as part of the deal team.

What did you find most interesting about the transaction?

It was the first time I’d done an IPO (Initial Public Offering), which brought back lots of things from the LPC such as the detailed requirements for a prospectus set out in the Listing Rules. It was really interesting taking on a project in the retail sector because of how customer facing the business is; I’m regularly reminded of the deal whenever I see a Watches of Switzerland store. It was also the first really big, demanding job I’d done in the department, which made for a great learning curve.

How many lawyers worked on this deal and how was the responsibility allocated?

It was a big team; 12 or so on the corporate side and other teams such as tax and financial regulation were involved too. We ended up with tiers of responsibility to manage the various tasks so I worked closely with the associates and was exposed to a greater degree of responsibility. The team were brilliant and working together on such a demanding job was definitely a bonding experience.

There were days that were undeniably very intense, however, I’d had a quieter period beforehand and I actually enjoyed being busier; my days went much faster!

What kind of work were you doing? Describe your typical day during this deal.

There was the initial verification process, then other typical trainee tasks such as drafting of board minutes and filing documents at Companies House. A lot of work needed to be done to change the company from a private to a public listed one e.g. changing group company names and appointing directors.

My main responsibility involved updating the prospectus itself to reflect comments from the many parties involved in the deal, such as Paul Weiss (advising on matters of US law) and Freshfields (acting for the banks underwriting the IPO). The draft prospectus had to be submitted to the FCA multiple times before the listing so comments received as part of this process were also included in the various turns of the document.

I worked on this project without my supervisor so, as he was unaware of many of the things that I was being asked to do, I had to get a lot better at managing everyone’s expectations and ensuring that there was a constant channel of communication.

What did you learn from this transaction?

The importance of camaraderie. There were days that were undeniably very intense, however, I’d had a quieter period beforehand and I actually enjoyed being busier; my days went much faster! There was a lot of adrenaline and a real buzz amongst the team which got us through the late nights. The other people on the team definitely helped make even the most intense periods enjoyable; there was a strong sense of camaraderie so if someone had a commitment, like a birthday, everyone would pull together to make sure that person could go. Something like that really makes a difference.

And your favourite moment?

There was one night that was really long; we all worked incredibly hard to pull together and meet an FCA (the Financial Conduct Authority, the regulator in this instance) submission deadline. That was such a victory for the team; the next morning we were all relieved to have met the target, and have some downtime after that period. This, as my first big deal, really fuelled the fire to do more work in this space.