Ashurst advised Downer in relation to Project Phoenix, which comprised three main transactions, including:
A capital raising by way of a fully underwritten accelerated non-renounceable entitlement offer to raise up to A$400 million to strengthen Downer's balance sheet which will support the acquisition of the remaining shares not held by Downer in Spotless and provide flexibility for continued investment in Downer's core business
Downer's announcement of its intention to make an off-market takeover bid for all of the shares in Spotless not already owned by Downer for a mixture of cash and contingent share option consideration
Entry into a call option deed with Coltrane, under which Downer has a call option over 2.99% of Spotless shares, which on exercise will increase Downer's ownership above the 90% threshold required to proceed with compulsory acquisition
Partner Anton Harris commented:
"We are delighted to have advised Downer on these strategic transactions, with Project Phoenix representing a key enabler for Downer's strategy to reshape its business with a focus on its core urban services offerings. Having advised Downer on its initial takeover bid for Spotless in 2017, we look forward to assisting Downer with its bid to achieve full ownership and integration of Spotless in the coming months."
Led by partner Anton Harris, the Ashurst Corporate Transactions team comprised partners Sarah Dulhunty, Greg Golding, counsel Andrew Kim, lawyers Dillon Fuzi, Sharon Liu, Eugene Bang; and in Tax, practice head, Vivian Chang, partner Barbara Phair and senior associate Eli Bursky.
