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Capital markets

In the complex field of debt and equity capital markets, there is no substitute for experience. Kensington Swan has one of the most experienced teams in New Zealand. Our advice combines commercial pragmatism with technical excellence.

Debt capital market

Acting for issuers and trustees in debt capital markets, we have provided advice on note, bond, and commercial paper programmes for wholesale and listed debt issues. Our broad experience means you will receive practical, workable advice.

Equity capital market

In the equity capital markets the team has worked in both private equity and listed equity, and has the insight to advise on the best offering structure for both the issuer and investors.

We have a reputation for servicing the smaller, and often more challenging, seed, venture, and development capital markets, as well as the larger end of the market.

Our team has been particularly active in the wholesale and high net worth private equity markets.

Recent experience

Property owning trust 

We acted for the trustee of one of New Zealand’s largest property owning trusts on a $125 million mandatory convertible note issue. Our advice covered all disclosure documents necessary to ensure compliance with the Securities Act, Unit Trusts Act, NZX Listing Rules, and the Trust’s governing document.

Large finance company

Kensington Swan acted for the trustee of one of New Zealand’s largest finance companies, which entered into a repayment moratorium. Following an unsuccessful deferred repayment, the company entered into a capital reconstruction plan under which investors had the option of swapping their debt instruments for shares in the issuer’s parent company, redeeming their debt instruments for a final repayment, or electing to take a combination of both. We advised the trustee on all aspects of the capital reconstruction plan, including the form and content of all relevant offer documents and the trustee’s and issuer’s obligations under the existing trust structure. As a result of our advice, investors were able to maximise their recovery and the trustee was safeguarded against any adverse fallout from the plan being accepted.

Trustee in a court-approved amalgamation

This involved a court-approved amalgamation of six property-owning debt issuers with assets in excess of $850 million. Kensington Swan advised the trustee on all aspects of the amalgamation, including the governing trust arrangements and general law, while working closely with the issuers’ solicitors in preparing all of the relevant documents. Advice was also provided on the pre-amalgamation consolidation of the Group’s assets, including the winding-up of various unit trusts. The debt-for-equity swap created one of the largest property-owning companies in New Zealand with a broad range of assets throughout the country.

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