Returns of Value
We advise both listed and unlisted corporate clients (including investment trusts) and financial institutions on the structuring and implementation of a number of innovative schemes to return value to shareholders, usually working in tandem with our Tax group. We have advised on a wide variety of share buy-back structures, including the first agency-cross, on and off market principal structures, principal and agency tender structures and hybrid bond/equity structures.
We were instrumental in developing the original B share scheme structures and have advised on their subsequent evolution, including on techniques to protect sponsoring financial institutions when acting as principal in repurchase structures. We have also advised on New Holdco Schemes, reductions of capital and special dividends.
We regularly advise clients on methods of creating additional distributable reserves at or below topco level in order to facilitate a return of value by topco.
Our key experience includes advising on:
on-market principal tender offers at strike price (Marks and Spencer in response to a possible hostile offer by Philip Green. This was the first tender offer to be conducted through CREST).
the first agency-cross (Northern Electric).
fixed price tender structures (Reuters).
on-market principal structures (Barclays Bank/BAE Systems/BHP Billiton).
on-market agency tender offers at strike price (Tomkins and Blue Circle as part of its successful defence strategy against a hostile offer by Lafarge).
off-market tender offer at or below the lowest price fixed by a reverse book-build (BHP Billiton).
hybrid of a bond repurchase and a typical equity share repurchase (Standard Chartered).
renewal during a single 12-month period of on-market purchase authority below tender offer trigger resulting in an aggregate annual authority of 20% (Whitbread).
B share: capital reorganisation repurchase offers (Thorn/Thames Water), bonus issues/redemptions (Diageo/BTR/Psion) and bonus issue repurchase offers (Whitbread/3i/Smiths Group/Kelda).
Put Warrants (GEC Holdings).
Reductions of Capital (Filtrona/BOC Group/Courtaulds).
New Holdco Schemes (Shire/Reuters/Marks and Spencer).