Ryanair Flotation
Ryanair Holdings Plc, an independent Irish airline company, floated on the Irish Stock Exchange and on NASDAQ in May of this year, with the company raising over US$90,000,000 for repayment of debt and working capital purposes. Some US$57,000,000 was raised by selling shareholders. Ryanair was the first Irish company to effect a simultaneous listing on NASDAQ and the Irish Stock Exchange.
An interesting and unusual feature of the transaction was the need to combine the specific and detailed requirements of U.S. law and the U.S. Securities and Exchange Commission with the separate requirements of Irish law and the Irish Stock Exchange. The fact that the airline industry is very heavily regulated necessitated extensive consideration of the regulatory aspects of the company's business.
Secondary Listing by Norwich Union Plc
In August, Norwich Union effected a secondary listing of its shares on the official list of the Irish Stock Exchange in Dublin.
Earlier in the year, in a well-publicised and complex transaction, Norwich Union issued free shares to the former members of Norwich Union Life Insurance Society in the United Kingdom and a number of other jurisdictions including Ireland, and subsequently offered its shares to the public and to its members in conjunction with an admission of the Company's securities to listing on the London Stock Exchange.
In recognition of the substantial numbers of Irish resident shareholders in Norwich, the Company subsequently obtained a secondary listing for its shares on the Irish Stock Exchange.
The transaction was only the second time this year that the mutual recognition requirements of the European Communities (Stock Exchange) Regulations 1984 of Ireland were utilised in the context of a secondary listing on the official list of the Irish Stock Exchange by a company whose shares were listed on the official list in London.
GE's Irish Pound591m Offer for Woodchester
In October, General Electric Capital Corporation made a cash offer (with a loan note alternative) for the shares of Woodchester Investments p.l.c. Because the shares in Woodchester are "twinned" with shares in its subsidiary, Woodchester Holdings Plc, a separate offer was made for those shares also.
The combined offers value the shares to be acquired at approximately Irish Pound591 million. The offer is the first to be made for an Irish quoted plc since the coming into force of the Irish Takeover Panel Act, 1997, and accordingly is governed by the Irish Takeover Panel's Rules and not by the rules made by the London Takeover Panel. The offer is also the largest offer ever made for an Irish quoted public company.
Marlborough IPO
Also in October, Marlborough International Plc, one of Ireland's largest recruitment and placement companies, effected a placing, sponsored by NCB Stockbrokers Limited, of 6,250,000 Ordinary Shares, thereby raising approximately Irish Pound6 million to fund an expansion of the group in the United Kingdom.
At the same time, certain shareholders in the company raised almost Irish Pound4 million in a sale of some of their shares. Marlborough is the first Irish company to effect a simultaneous admission of its securities to trading on the Alternative Investment Market (AIM) of the London Stock Exchange and to the Developing Companies Market (DCM) of the Irish Stock Exchange. The DCM, modelled on the AIM, was launched last February by the Irish Stock Exchange and is geared towards emerging companies.
Guide to Takeovers and Mergers
A & L Goodbody has contributed the Irish chapter to a new publication entitled 'A Practitioners Guide to Takeovers and Mergers in the European Union'. Published by City and Financial Publishing, London, the book comprises contributions from one leading law firm in each EU jurisdiction.
This article was intended to provide general guidelines. Specialist advice should be sought about specific facts.