image of Brendan GrovesBrendan Groves

Clayton Utz Partner , Melbourne T +61 3 9286 6934 https://www.claytonutz.com

Brendan Groves specialises in corporate law, advising both listed and unlisted corporate clients on major corporate transactions and general corporate law and regulatory issues.

He has extensive experience in equity capital markets transactions, acting for issuers, underwriters and other stakeholders in floats, rights issues and placements, including an eight-month secondment in 2007 as general counsel to the equity capital markets group of a leading investment bank. Brendan also has significant experience in mergers and acquisitions, acting for both bidders and targets on a range of public and private/negotiated M&A transactions. Brendan's experience further includes advising on corporate structuring and equity funding arrangements for major infrastructure projects, including shareholders' agreements, equity subscription agreements and FIRB approval requirements.

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Expertise

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Equity Capital Markets / IPOs

Advised issuing companies on capital raising transactions, including:

  • the initial public offerings and ASX listings of Murray River Organics Group, Touchcorp, Huon Aquaculture, Godfreys Group, Tigers Realm Coal, Kathmandu, Tatts Group, Patties Foods, Range River Gold and Pro Medicus; and
  • rights issues and institutional placements by Murray River Organics Group, Myer, Orion Minerals, Tigers Realm Coal, Skilled Group, Toll Holdings, Oxiana, Range River Gold and Perseverance Corporation; and
  • acted for Tatts Group on the retail bond offer to raise approximately $200 million.

Acted for major investment banks and brokers in their roles as lead managers or underwriters of various capital raising transactions, including:

  • the initial public offerings and ASX listings of Atomos, Redbubble, Japara Healthcare, Regis Healthcare, Industria REIT, Mungana Goldmines, Myer, carsales.com, Northern Iron and Boart Longyear;
  • public offer of Notes by Healthscope and APA Group;
  • public offer of Convertible Preference Securities by Macquarie Group;
  • entitlement offers by Murray River Organics Group, SeaLink, Redbubble, Estia Health, JB HiFi, Gunns, PaperlinX, St Barbara, Hastie Group and Lihir Gold;
  • placements by Orion Minerals, Macquarie Atlas Roads, GUD Holdings, Macquarie Group, Charter Hall REIT, Icon Energy, Atlantic, Beadell Resources, CSG, Salmat, Becton Property Group, Macquarie Communications Group and Arc Energy; and
  • shareholder exits, including the sell-down by Clough of its shareholding in Forge Group via a block trade.

See Equity Capital Markets / IPOs

Mergers and Acquisitions

Significant experience in mergers and acquisitions (both public and private) includes the following recent transactions:

  • advising GFG Alliance (Liberty House and SIMEC) on its acquisition of Arrium Australia out of administration;
  • acted for BPW Transpec on its acquisition of the business and assets of Commercial Transport Spares;
  • acted for Bonney Energy on its joint venture and merger transaction with a division of Caltex;
  • acted for Murray River Organics Group on its acquisition of the businesses of Australian Organics Holdings and Food Source International
  • acted for Acquire Learning and Careers on its acquisition by share sale of Franklyn Scholar and its subsidiaries from Kaplan;
  • advised GIC on its acquisition (with two other consortium members) of MIM Holdings;
  • advising Centro Retail in relation to Centro's restructure and aggregation with a value of $5.374 billion. This transaction was one of the most complex restructures ever undertaken in Australia, involving a significant merger / aggregation with extensive disclosure and security holder approval obligations and a very large debt for equity swap transaction;
  • advised Myer on its acquisition of a 65% interest in Sass & Bide and related ongoing arrangements between shareholders in Sass & Bide and on separate transactions for the acquisition of certain assets and intellectual property associated with the fashion brands Wayne Cooper, Bauhaus and Trent Nathan;
  • acted for Mitsui Bussan Woodchip on its acquisition of Great Southern Timber Holdings and Hansol PI ;
  • advised Sornem Group on the acquisition of Centre for Investor Education by business and asset sale;
  • advised Essar Group on its acquisition of UCMS Group by scheme of arrangement;
  • advised Oxiana on its $12 billion merger with Zinifex by scheme of arrangement;
  • acted for Perseverance Corporation on its acquisition by Northgate Minerals Corporation by scheme of arrangement for $182 million;
  • advised on securities law issues relating to the spin off of Toll Holdings 's port and rail assets into Asciano by scheme of arrangement and the listing Asciano on ASX;
  • advised Smorgon Steel Group on various aspects of its merger with OneSteel by scheme of arrangement;
  • acted for Incitec Pivot on its separation from Orica through Orica's disposal of its 70 percent shareholding by way of institutional selldown and selective share buy-back for $857 million;
  • acted for Tatts Group on its $3.8 billion merger with UNiTAB by scheme of arrangement;
  • acted for Victoria University in its successful application to the Takeovers Panel regarding an underwritten rights issue proposed to be undertaken by IP3 Systems ; and
  • advised Oxiana on its acquisition of the Prominent Hill assets from Minotaur Resources by scheme of arrangement.

See Mergers and Acquisitions

Corporate Governance

Brendan frequently advises several ASX listed clients on a broad range of governance, regulatory and compliance issues under the Corporations Act and ASX Listing Rules, including regular interaction with ASX and ASIC.

In particular, Brendan has extensive experience and expertise in advising on directors' duties, ASX corporate governance guidelines, continuous disclosure obligations and insider trading restrictions.

See Corporate Governance

Corporate / M&A

Significant experience in mergers and acquisitions (both public and private) includes the following recent transactions:

  • advised Plenary Group on the corporate structuring, equity funding arrangements and FIRB approval requirements for its new A$1.5 billion Footscray Hospital Project, conducted as a PPP transaction with the State of Victoria:
  • advising GFG Alliance (Liberty House and SIMEC) on its acquisition of Arrium Australia out of administration;
  • acted for BPW Transpec on its acquisition of the business and assets of Commercial Transport Spares;
  • acted for Bonney Energy on its joint venture and merger transaction with a division of Caltex;
  • acted for Murray River Organics Group on its acquisition of the businesses of Australian Organics Holdings and Food Source International
  • acted for Acquire Learning and Careers on its acquisition by share sale of Franklyn Scholar and its subsidiaries from Kaplan;
  • advised GIC on its acquisition (with two other consortium members) of MIM Holdings ;
  • advised Myer on its acquisition of a 65% interest in Sass & Bide and related ongoing arrangements between shareholders in Sass & Bide and on separate transactions for the acquisition of certain assets and intellectual property associated with the fashion brands Wayne Cooper, Bauhaus and Trent Nathan;
  • advising Centro Retail in relation to Centro's restructure and aggregation with a value of $5.374 billion. This transaction was one of the most complex restructures ever undertaken in Australia, involving a significant merger / aggregation with extensive disclosure and security holder approval obligations and a very large debt for equity swap transaction;
  • acted for Mitsui Bussan Woodchip on its acquisition of Great Southern Timber Holdings and Hansol PI,
  • advised Sornem Group on the acquisition of Centre for Investor Education by business and asset sale;
  • advised Essar Group on its acquisition of UCMS Group by scheme of arrangement;
  • advised Oxiana on its $12 billion merger with Zinifex by scheme of arrangement;
  • acted for Perseverance Corporation on its acquisition by Northgate Minerals Corporation by scheme of arrangement for $182 million;
  • advised on securities law issues relating to the spinoff of Toll Holdings 's port and rail assets into Asciano by scheme of arrangement and the listing Asciano on ASX;
  • advised Smorgon Steel Group on various aspects of its merger with OneSteel by scheme of arrangement;
  • acted for Incitec Pivot on its separation from Orica through Orica's disposal of its 70 percent shareholding by way of institutional selldown and selective share buy-back for $857 million;
  • acted for Tatts Group on its $3.8 billion merger with UNiTAB by scheme of arrangement;
  • acted for Victoria University in its successful application to the Takeovers Panel regarding an underwritten rights issue proposed to be undertaken by IP3 Systems; and
  • advised Oxiana on its acquisition of the Prominent Hill assets from Minotaur Resources by scheme of arrangement.

Significant experience in corporate structuring and equity funding arrangements for major projects, including:

  • advised the successful Plenary lead consortium on the equity, corporate structuring and FIRB aspects of the High Capacity Rolling Stock PPP project.
  • advised the Westadium consortium on corporate structuring and equity funding arrangements of its successful bid to develop, finance and maintain the $1 billion New Perth Stadium;
  • acting for the AquaSure consortium in its successful bid to construct and operate the $4.7 billion Victorian Desalination Plant;
  • advising Plenary Health in relation to its $1 billion PPP transaction with the Victorian State Government for the construction and operation of the Victorian Comprehensive Cancer Centre;
  • acting for the Exemplar Health consortium in its successful bid to construct and operate the $2.03 billion Sunshine Coast University Hospital;
  • acting in relation to the investment by MedImmune Ventures Inc in NeuProtect by way of a subscription for preference shares; and
  • acting for Renex Group in relation to an equity funding transaction with a consortium of Macquarie and Cleantech for a proposed soil decontamination project.

See Corporate / M&A

Capital Markets and Securities

Advised issuing companies on capital raising transactions, including:

  • the initial public offerings and ASX listings of Murray River Organics Group, Touchcorp , Huon Aquaculture, Godfreys Group,Tigers Realm Coal, Kathmandu Holdings, Tatts Group, Patties Foods, Range River Gold and Pro Medicus;
  • rights issues and institutional placements by Myer, Murray River Organics, Orion Minerals, Skilled Group, Toll Holdings, Oxiana, Range River Gold and Perseverance Corporation; and
  • acted for Tatts Group on the retail bond offer to raise approximately $200 million.

Acted for major investments banks and brokers in their roles as lead managers or underwriters of various capital raising transactions, including:

  • the initial public offerings and ASX listings of Atomos, Redbubble, Japara Healthcare, Regis Healthcare, Industria REIT, Mungana Goldmines, Myer Holdings, carsales.com, Northern Iron and Boart Longyear;
  • public offer of Notes by Healthscope and APA Group;
  • public offer of Convertible Preference Securities by Macquarie Group;
  • rights issues by Redbubble, Estia Health, JB HiFi, Gunns, PaperlinX, St Barbara, Hastie Group and Lihir Gold;
  • institutional placements by Macquarie Atlas Roads, GUD Holdings, Charter Hall Retail REIT, Icon Energy, Atlantic; Beadell Resources, CSG, Salmat, Becton Property Group, Macquarie Group, Macquarie Communications Group and Arc Energy; and
  • shareholder exits, including the sell-down by Clough of its shareholding in Forge Group via a block trade .

See Capital Markets and Securities

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