IPO/SPO
Liniya Prava provides comprehensive legal advice on public and private offerings, corporate loans, Eurobonds, MBS, foreign and domestic IPOs. Work by the firm comprises transaction structuring, drafting of prospectus and other issue documentation under the Russian law, registration of placement reports with the FFMS of RF, watch on the transaction as to its compliance with the Russian laws; advice on listing procedures, corporate governance and information disclosure, etc.
Liniya Prava is regularly engaged to advise international investment banks servicing as underwriters and lead-manages on public offerings in the RF and providing legal opinion under the Russian law. Recent major transactions implemented with Liniya Prava’s support are IPOs of OGK-2,Polymetall, Sitronics and VTB (legal opinion letter) with LSE listing and Dixy, PTM, Rosinter Restaurants and OGK-3 with RTS and MICEX listing; securities issues of Kuzbassenergo, OGK-4, Severstal-Avto, CIT Finance Investment Bank, AHML and others.
1. Elaboration of IPO Structure
Elaboration and agreement of IPO scheme (transaction structuring) with the Company and Underwriter
Complex legal due diligence of plan of actions within the project with analysis of possible IPO schemes:
• Public offering of the current shares of the company and/or
• Public offering of the additional issue shares
Agreement of terms for entering the stock market, of issuing documentation and allied papers with other legal advisers to the company, with IPO managers and their legal consultants, with trade institutors, auditors to the company, share rights registrators and other bodies involved.
2. Preliminary Restructuring and/or Reorganization of Company and/or Its Group
Preparation of a plan of action the company reorganization
Registration of corporate bodies being established in the process of reorganization
Drafting of necessary corporate resolutions and other documents associated with reorganization (issue registration) inclusive of:
• reorganization resolution
• resolution authorizing issuance of securities and the placement report
• approval of the resolution authorizing issuance of securities and the placement report
• other corporate resolutions
• official enquiry of the issuer
• other papers necessary for registration of the securities issue and the placement report with the state
3. Listing on the Russian Stock Exchanges
Drafting and state registration of the prospectus (when registration of a new prospectus is needed for listing or for other purposes within IPO)
Legal advice to the company on legal matters, normative acts by the executive bodies for securities markets, on requirements by trade institutors regarding the administration structure, internal documents of the company; on other listing requirement including the procedure itself.
Drafting of documents necessary for the company to be listed:
• changes to the articles of association
• provision on the Board of Directors of the company (changed, when needed)
• provision on the sole executive body of the company (changed, when needed)
• provision on the collegial executive body of the company, if any, (changed, when needed)
• provision on the committee for the Board of Directors audit (changed, when needed)
• provision on use of information about the company business, its securities and transactions therein, that is not public and disclosure of which can significantly influence the market price of the company shares (changed, when needed)
• provision on the internal control for financial and economic activities of the company (changed, when needed)
The list is essential for the company to be on “B” quotation list on the stock exchange.
When an appropriate decision is taken, other internal documents for corporate governance regulation can be drafted:
• corporate governance code
• provision on auditing committee (changed, when needed)
• provision on information policy
• provision on the committee under the Board of Directors for personnel and remuneration
Drafting of essential corporate resolutions inclusive of that for changes to be introduced to the articles of association and approval of necessary internal documents of the company
4. Additional Issue (when proposed)
Drafting of the resolution authorizing additional issue and the placement report
Drafting of essential corporate resolutions and other documents relevant to IPO (registration of additional issue and the prospectus) inclusive of:
• resolution authorizing additional issue
• approval of the resolution authorizing additional issue, the prospectus and the placement report
• resolution on the placing price and effective date of placement
• other corporate resolutions
• official enquiry of the issuer
• application for registration of additional issue, the prospectus and the placement report
• other papers necessary for registration of additional issue, the prospectus and the placement report with the state
• registration of additional issue, the prospectus and the placement report with the state
• advice to the issuer on information disclosure, drafting of a notice on material facts and data that can significantly influence the market price of the company shares
5. Authorization with the Federal Commission for the Securities Market of RF Regarding Securities Placement/Circulation outside Russia
Legal consultancy on authorization with the Federal Commission for the Securities Market of RF regarding securities placement/circulation outside Russia including the offering in the form of depositary receipts (if IPO is proposed for foreign stock exchanges)
Drafting of an application and agreement of other documents for authorization, support to obtain a permit
6. Transaction Settlement
Legal due diligence of the company
Legal opinion within the Russian law
Legal control of the transaction closing
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30.07.2010
