Legal Business

Shearman London and Linklaters Paris lead on circa $2bn Euronext float

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Corporate LinklatersShearman & Sterling
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Shearman & Sterling’s London office has taken the lead advising New York-listed global exchange and clearing house operator IntercontinentalExchange (ICE) on its initial public offering (IPO) of pan-European exchange group Euronext on Euronext Paris, Brussels and Amsterdam, for what ICE says is likely to be valued at in excess of $2bn.

Led by London capital markets partner David Dixter, the Shearman team also includes capital markets associate Jonathan Handyside, with the heavily regulated deal also being advised on by head of the financial institutions and financial regulatory group Barney Reynolds, working with counsel Azad Ali.

Linklaters is advising underwriters JP Morgan, ABN Amro and Société Générale on both French and US law out of its Paris office, led by equity and debt capital markets partner Bertrand Senechal and US securities partner Luis Roth. The Magic Circle firm has also secured the role of Dutch counsel out of its Amsterdam office led by capital markets partner Alex Harmse and associate Menno Baks.

Stibbe’s Netherlands office is advising ICE on Dutch law.

Shearman & Sterling advised ICE in 2012 on the European aspects of its acquisition of NYSE Euronext in a transaction worth $11bn.

Other deals in recent years have included the formation of ICE Clear Europe and the acquisition of The Clearing Corporation.

The IPO is expected to see ICE offer just over 42m shares with an offer price range of €19 and €25 per share. The shares constitute up to 60.15% of the issued ordinary shares in the company and the offering includes a public offering to institutional and retail investors in the Netherlands, France and Belgium and a private placement to certain institutional investors in other jurisdictions.

The IPO price and exact number of shares offered are expected to be announced on 19 June 2014 after the offer period has ended.

Euronext is the holding company of a pan-European exchange group which operates equity, fixed income and derivatives markets in Paris, Amsterdam, Brussels and Lisbon.

The float will mean a return to Continental Europe of its own stock exchange, a rival to the London Stock Exchange, and chairman and CEO of ICE, Jeffrey Sprecher said: We believe that Euronext, as a leader in Europe, should operate independently and in the interests of its customers and local economies. Today marks an important step in that direction and is the result of significant work by our team. We will continue to work closely with our market regulators to ensure a smooth transition to independence for Euronext.’

caroline.hill@legalease.co.uk

Legal Business

‘Hundreds of thousands of pounds are earmarked’: Linklaters’ senior partner Robert Elliott talks new diversity targets

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Gender diversity Allen & OveryLinklaters
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As Linklaters yesterday (9 June) became the second Magic Circle firm after Allen & Overy to put in place gender diversity targets, senior partner Robert Elliott explained to Legal Business why partners have voted to set a target of 30% of all partner promotions to be made up of women and how they plan to double their female management figure to that ratio by 2018.

Elliott, who has been a member of the women into boardrooms initiative The 30% Club for two years ‘in a personal capacity’, is the highest ranking lawyer at Linklaters with a hands-on role in helping the firm meet its new diversity targets. He will be flanked by London-based projects partner Fiona Hobbs and Spanish litigation partner Francisco Malaga.

The firm, at its annual partner conference in Barcelona in April, adopted gender-related targets for 30% female membership of the executive committee and international board by 2018, up from the 15% of women that currently make up the 26 board members at the firm. That figure was lower before the board promotions of litigation partner Christa Band and corporate partner Aedamar Comiskey in February this year, appointments that increased the number of women across the firm’s two boards from two to four.

But while Linklaters has shied away from the hard total female partner constituency targets set by other firms such as Magic Circle rival Allen & Overy, which last month introduced a 20% female partnership target by 2020, what measures will it put in place to ensure the diversity objectives in place are achieved?

Elliott says the first step has been to find out why women aren’t making partnership. ‘It has been difficult, given how for a number of years the number of women we’ve been bringing into the firm and training as lawyers has been approximately 50-50 for some time but the actual number coming through to partnership has been a lot lower than that. You’ve had this attrition and understanding the reasons for that attrition has been part of the challenge. It’s not as simple as saying women are leaving for family reasons. Is it about the work allocation? Is it about the way women are assessed? Is it about the way they self-assess? Is it the way they look at their prospects? Understanding those reasons has been part of our objective and I think we do understand those reasons better.’

Improved gender diversity is one of Linklaters’ global priorities and Elliott says ‘it will be a serious investment with hundreds of thousands of pounds earmarked’. The firm has launched a tailored training programme for those in leadership roles to ensure progression is based on merit and is rolling out the Linklaters’ Women’s Leadership Programme, in association with Cranfield School of Management, to target the strongest potential as early as possible. Training has to be applied for and the courses will run twice a year with around 30 spaces on each run.

Elliott explains: ‘When you talk about aspirational targeting, it’s different from quotas, nobody is in favour of quotas, but we believe the talent is available and it’s about ensuring it comes through. We’re talking about experience and talent and this is not something that is tokenistic, this is substantive.’

The gender initiative, rolled out globally this year, consists of a series of events, structured learning on topics such as unconscious bias and coaching sessions. Nine of the firm’s 21 partner promotions were women this year, with three of those coming from Asia, where competition partner Fay Zhou and banking partner Xiaohui Ji were promoted in Beijing along with banking partner Pornpan Chayasuntorn in Bangkok.

The training is available on a global scale, and Elliott says the initiative will be pushed with more vigour in some regions due to cultural and educational differences that has led to lower number of female partners. ‘Our highest proportion of women partners is in our Asia region, which is somewhere around 28% and our lowest is in continental Europe, where some of the jurisdictions are quite tough as there is more conservatism around this than in the UK or the US. In those jurisdictions you have to be more active in your sponsorship and targeting. The scheme cannot be the firm’s headquarters issuing dictates about such matters, it’s about winning hearts and minds.’

tom.moore@legalease.co.uk

Legal Business

Slaughters, A&O and Linklaters announce associate pay increases

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Salaries Allen & OveryLinklatersSlaughter and May
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Trainees, NQs and PQEs to receive salary boost.

Setting the bar for trainee, newly-qualified (NQ) and associate pay last month were early Magic Circle movers Slaughter and May, Allen & Overy (A&O) and Linklaters, as Ashurst, Hogan Lovells and Shearman & Sterling were among other firms to announce changes.

Linklaters’ decision to increase pay pushes it ahead of the Magic Circle pack, with first-year trainees’ pay up by £500 to £40,000, and NQ salaries by £1,000 to £65,000. One-year post-qualified experience (PQE) associates also took home an extra £1,000 to £70,500, while two and three-years PQE saw more substantial increases, up by £3,750 and £4,500 to £82,000 and £93,500 respectively. These increases are significantly higher than last year, when pay rose by £2,250 and £1,000 respectively for two and three-year PQE associates.

Legal Business

Updated: Linklaters and Freshfields lead on Lloyds’ 25% TSB float for £1.5bn

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Corporate Freshfields Bruckhaus DeringerLinklaters
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Linklaters’ Matthew Bland is advising Lloyds Bank on its floatation of a 25% of its TSB business on the London Stock Exchange next month, on which Freshfields Bruckhaus Deringer’s Julian Makin will act for the underwriters.

Bland, a corporate partner in London, has represented Lloyds Bank for nearly a decade. His position as adviser on the £1.5bn initial public offering (IPO) follows lead roles on Lloyds TSB’s takeover of HBOS in 2008 and related £5.5bn recapitalisation, as well as a £22.6bn combined rights issue in 2009.

Freshfields’ Makin, a London-based corporate partner and co-head of the firm’s mining and metals group, is advising the underwriters: JP Morgan, Citigroup, UBS and Investec.

Herbert Smith Freehills’ corporate partners James Palmer and Nick Moore and outsourcing partner Nick Pantlin have been advising TSB, working closely with general counsel Susan Crichton, on the IPO and all aspects of its separation of Lloyds Bank, including on the material business and IT services arrangements required for TSB to operate as a standalone bank post-IPO.

Lloyds became one of the Big Four banks – alongside RBS, Barclays and HSBC – after consolidation of the banking sector in the 1990s but has been forced to sell off the 631 branches that now makes up TSB after receiving government aid during the financial crisis. Lloyds had been in advanced negotiations for the Co-operative Bank to acquire the branches but the talks collapsed when the Co-op discovered a £1.5bn funding gap.

TSB, which is already the UK’s seventh largest retail bank with 4.5 million customers, will be spun off through a series of floats by the end of 2015, appeasing the European Commission in its quest for greater competition in the sector.

tom.moore@legalease.co.uk

Legal Business

A good week for…Osborne Clarke, advising on the £3.6bn Carphone Warehouse/Dixons merger and IPO of Patisserie Valerie

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Corporate LinklatersOsborne ClarkeTravers Smith
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Ordinarily a week advising on the AIM flotation of luxury cake and cafe chain Patisserie Valerie, which formally starts trading on Monday (19 May), could be viewed as relatively successful. But Osborne Clarke’s corporate partner Jonathan King has trumped his own efforts by also leading the top 35 firm in acting for Carphone Warehouse on its £3.6bn all-share merger with Dixon Retail, announced today (15 May).

King, who last April advised Carphone Warehouse on its conditional £500m acquisition of the remaining 50% of its Best Buy joint venture, led a team including associate director Louise Grzasko and senior associate Jake Turcan, with antitrust partner Simon Neill advising on competition aspects.

The OC team is working alongside Carphone’s in-house legal team, led by general counsel Tim Morris.

Linklaters is advising Dixons, led by corporate partner Aedamar Comiskey, assisted by corporate managing associate Dominic Kendal-Ward.

The merged entity, which will be called Dixons Carphone plc, will create a leader in European consumer electricals, mobiles, connectivity and related services, with Carphone’s Sir Charles Dunstone and Roger Taylor remaining as chairman and deputy chairman respectively of the combined group.

The deal comes as King prepares Patisserie Holdings for its AIM listing on Monday, after a competitive pitch saw the 519-lawyer firm win the instruction for the corporate work. OC has previously done some banking work for Patisserie and has worked on previous deals with the financial adviser on this latest float, Canaccord Genuity.

Travers Smith is advising Canaccord, led by corporate partner Richard Spedding, who joined the firm in 1999 from Freshfields Bruckhaus Deringer and became a partner in 2003.

Spedding previously advised Canaccord on its 2011 acquisition of stockbrokers Collins Stewart Hawkpoint.

The Patisserie IPO was priced yesterday (14 May) at 170p, the bottom of its £170-200p range, raising proceeds of £33m and leading to commentary in the financial press that there has been a softening of the IPO market, with more difficult conditions and recent floats such as AO, Just Eat and Poundland all trading beneath their listing price.

However, King told Legal Business: ‘The range was at the top end anyway so this is still a good price.’

The view taken by Canaccord was that opting for a higher value would increase the risk of the price dropping when the float takes place when in fact shares in Patisserie Valerie have already gone up to 190p ahead of formal listing, giving the company a market capitalisation approaching £200m.

Patisserie Valerie has enjoyed growth from eight stores in 2006 to over 130 this year, including seven years of uninterrupted increases in revenue.

caroline.hill@legalease.co.uk

Legal Business

Updated: A&O freezes NQ and trainee pay as it ups associate salaries; Linklaters announces increases across board

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Salaries Allen & OveryLinklaters
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Allen & Overy (A&O) revealed today (8 May) that it will hold trainee and newly-qualified (NQ) lawyers’ pay at 2013 levels, while Linklaters has unveiled pay increases for all associates and trainees.

A&O has, however, raised its senior associate entry level salary by £5,000, up from £100,000 to £105,000, a level that has remained unchanged for some time.

A spokesperson for the firm said in a statement today: ‘We will be increasing the entry level salary for senior associates from 1 May 2014. Having raised salaries for other associates in November 2013, pay for all grades below senior associate will remain unchanged from 1 May 2014.’

The one-off increase for associates in November came after A&O fell behind its rivals on the associate pay table, having frozen its pay in May 2013.

The November increase saw NQ lawyers’ pay upped to £64,000 from £61,500, one-year post-qualified experience (1PQE) associate pay raised to £69,500, 2PQE increased from £74,500 to £78,500, and 3PQE up to £89,000 from £86,000.

A&O has also kept trainee pay at last year’s level, meaning its first year trainees will earn £39,000, while second year trainees will take home £44,000 – both less than the £39,500 and £45,000 respectively that Slaughter and May now offers.

Meanwhile, Linklaters has increased its pay bands for associates. As of 1 May 2014, first-seat trainees saw pay increase by £500 to £40,000, while NQ pay rises by £1,000 to £65,000.

And while pay for a one year PQE associate is up by £1,000 to £70,500, two and three years PQE have seen much more substantial increases, up by £3,750 and £4,500 to £82,000 and £93,500 respectively. These increases are significantly higher than this time last year, when pay rose by £2,250 for two years PQE and just £1,000 for three-year qualified associates.

In December, Linklaters announced the introduction of a performance-based element to salaries for its London-based associates with two years or more post-qualification experience as part of what it dubbed its ‘Our Deal’ strategy.

Last year, Freshfields led the pack on associate pay, awarding £65,000 to NQs, £72,500 to 1PQE, £80,000 to 2PQE and £90,000 to 3PQE, meaning that the firm will remain ahead on pay even if its freezes salaries at 2013 levels.

Clifford Chance, meanwhile, ahead of any announcements for 2014, currently pays £63,500 (NQ); £69,500 (1PQE); £78,200 (2PQE) and £87,800 (3PQE).

jaishree.kalia@legalease.co.uk

Legal Business

Linklaters appoints first female corporate City head

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Corporate Linklaters
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Linklaters has named Sarah Wiggins as its first female corporate head in London, with the home-grown lawyer placing diversity on the agenda for her four-year term.

Wiggins, who was appointed by global practice head Jeremy Parr, takes up her new role today (1 May) and replaces former City head Shane Griffin.

Wiggins joined Linklaters in 1990 as a trainee and became a partner in 2000. She currently heads the firm’s energy, infrastructure and mining group, a role she will maintain alongside corporate head. She has worked across the firm’s corporate and commercial, corporate finance and M&A practice groups, with a particular focus on M&A, IPOs, privatisations, joint ventures and general corporate finance, and recently returned from a secondment at BP’s head office.

Some of her recent work includes representing PwC in relation to its acquisition of Booz & Co, and BP in relation to the sale of its stake of TNK-BP to Rosneft.

On top of standard objectives to increase corporate revenue and develop client services, Wiggins told Legal Business she aims to help the firm bring on more female partners, commenting: ‘It seems now is the right time; clients are increasingly asking more about diversity. I want to help ensure that more women are able to come through. This is not a main focus, as the firm is already working on this, but being a woman, I want to help develop this.’

Steps in this direction were in evidence in the Magic Circle firm’s latest partner promotion round in early April, when it made up 21 lawyers, of which nine were female, totalling around 43%.

jaishree.kalia@legalease.co.uk

Legal Business

Linklaters and Simpson Thacher lead on Sanpower’s landmark acquisition of House of Fraser

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Corporate LinklatersSimpson Thacher & Bartlett
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Linklaters and Simpson Thacher & Bartlett have taken lead roles on the landmark acquisition by Chinese conglomerate Sanpower Group of a majority stake in iconic UK retailer House of Fraser.

The Shanghai Stock Exchange-listed subsidiary of Sanpower, Nanjing Cenbest, has acquired an 89% stake in the 165-year old British department store in a £480m deal which is expected to close in four months. 

Simpson Thacher is acting for Nanjing Cenbest – a chain of luxury Chinese department stores which is also being advised by Bank of America Merrill Lynch – led by London M&A partner Derek Baird and Hong Kong corporate partner Shaolin Luo. Baird joined Simpson Thacher in 2012 from Allen & Overy, having formerly been a partner at legacy Lovells until 2006. The hire was a significant boost to Simpson Thacher’s English law capability, following on from the 2009 hire of Clifford Chance corporate rainmaker Adam Signy.

Advising House of Fraser is a Linklaters team led by partner Simon Branigan alongside managing associate Kanyaka Ramamurthi. Linklaters has previously acted for the retailer on deals including a 2011 £250m bond issue, which was part of an effort by the company to refinance debt taken on when it was taken private in 2006, led by London-based high yield partner Mark Hageman.

On this latest deal Lloyds Banking Group, which is among the stakeholders selling its share in the department store, is being advised on debt and equity interests by a King & Wood Mallesons SJ Berwin team led by corporate finance partner Andrew Wingfield.

Clyde & Co, meanwhile, advised Sanpower Group on what is China’s largest foreign retail investment to date with a team of 20 lawyers across Clyde & Co’s offices in Beijing, Hong Kong, London, Guildford, Dubai and Paris worked on the deal, led by partner and chief representative of the firm’s Beijing office, Lynia Lau.

Lau said: ‘As Chinese retail sales are expected to grow at an annual average of 14% and British retail sales continue to recover, this deal opens new opportunities for market expansion for either party.’

Sanpower is a Nanjing-based conglomerate run by chairman Yuan Yafei, who founded the business in 1993, which owns or controls more than 100 companies across multiple industries including finance, retail, media and healthcare with a workforce of about 60,000 employees.

Yafei said: ‘This acquisition is a landmark transaction for a Chinese listed company. House of Fraser is a strong and iconic heritage brand in the UK and abroad, with exceptional fashion credentials. The management team has done an incredible job moving this business from a traditional department store to a recognised premium branded fashion retailer with a first-class multichannel offering. We have always been looking to invest in strong brands like House of Fraser, and take them to the next level of growth.

‘To date, this is the largest cross-border direct acquisition by a Chinese non-state-owned A-share listed company, and the largest overseas acquisition in the retail sector by a Chinese business.’

francesca.fanshawe@legalease.co.uk

Legal Business

Partner promotions: Linklaters beats Magic Circle rivals with 21 lawyers made up to partner

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Partnership promotions Linklaters
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With the latest promotions round among the City elite so far showing a marked drop in the number of associates made up to partner, Linklaters has elected 21 new partners across its global network, with seven made up in London.The promotions will take effect from May 1 2014.

Although the number of promotions is slightly down on last year, when the firm promoted 24, it is well ahead of its Magic Circle peers. Freshfields Bruckhaus Deringer and Allen & Overy promoted just 15 and 16 partners respectively last month. The new partners are spread across 11 jurisdictions and eight practice areas. The promotions also reflect the perceptible increase in equity capital markets work globally during the last financial year, with capital markets partners make up a large proportion of the new intake. Seven of the new partners work in this practice area: Matthew Monahan and Adam Fogarty will both be capital markets partners in London, alongside Jorge Alegre in Madrid, Jonathan Fried in Dubai, Motoyasu Fujita in Tokyo, Michael Ng in Hong Kong, Pornpan Chayasuntorn in Bangok and Matthew Poulter in New York.

‘Many congratulations to our new cohort of talented partners. Their promotions are the result of their strong commitment to our clients, their technical expertise and our focus on building strength in the practice areas where our clients need support,’ said Robert Elliot, senior partner at the firm.

david.stevenson@legalease.co.uk

The full list of partner promotions:

Jorge Alegre, capital markets, Madrid

Markus Appel, corporate, Berlin

Pornpan Chayasuntorn, banking/capital markets, Bangkok

Peter Cohen-Millstein, corporate, New York

Tessa Davis, banking/projects, Singapore

Michael Ehret, Tax, Frankfurt

Nuno Ferreira Lousa, litigation, Lisbon

Adam Fogarty, capital markets, London

Jonathan Fried, capital markets/projects, Dubai

Motoyasu Fujita, capital markets, Tokyo

Xiaohui Ji, banking, Beijing

Nick Le Masurier, banking, London

Tracey Lochhead, corporate, London

Annamaria Mangiaracina, competition/antitrust, Brussels

Matthew Monahan, capital markets, London

Jillian Naylor, employment, London

Michael Ng, capital markets, Hong Kong

Matthew Poulter, banking /capital markets, New York

Kirsty Thomson, banking, London

Alison Wilson, litigation, London

Fay Zhou, competition/antitrust, Beijing

Legal Business

Alstom thermal power sale gifts Freshfields and Linklaters with $1bn deal

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Corporate Freshfields Bruckhaus DeringerLinklaters
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Magic Circle firms Freshfields Bruckhaus Deringer and Linklaters have won lead roles advising on the sale of Alstom’s thermal power division to German private equity firm Triton in a deal worth around $1bn.

Linklaters is advising Triton, led out of Germany by the head of private equity in the jurisdiction, Rainer Traugott, alongside Paris-based Vincent Ponsonnaille and Florian Harder in Munich. The large multi-disciplinary team includes partners from the firm’s corporate, tax, banking, TMT, competition and employment practice areas.

Freshfields’ corporate, tax and finance team is representing Alstom, led by corporate partners Alan Mason and Olivier Rogivue, working closely alongside Alstom’s Doris Speer and Alessandra Zingone-Audouin.

The deal comes as French turbine and train maker Alstom plans to divest its non-core assets to pay off some debt and re-focus on fast-growing markets, Reuters reported. The transaction was approved by Alstom’s board on March 31 and is expected to close by September 2014.

Meanwhile, Triton is largely focussed on investing in medium-sized businesses in Northern Europe, and is currently invested in 25 companies, with combined sales of around €13bn and over 52,000 employees.

While Freshfields is advising Alstom this time round, the firm previously represented Triton Partners in June 2013 on its acquisition of leading European recycling specialist Befesa from the Spanish listed energy and environment technology company Abengoa worth €1,075bn, led by corporate partners Anselm Raddatz and Christoph Nawroth in Düsseldorf.

Jaishree.kalia@legalease.co.uk