Our Business Explained: ECM Advisory
Rothschild's ECM Advisory teams advise on the raising of equity capital - in what form, how much, from whom, timing. They also advise on the placing with selected investors of large tranches of shares. Their objective is to provide advice in relation to the optimisation of clients’ capital management, financing and risk management requirements, through the implementation of innovative transaction structures. Rothschild ECM Advisory also advises clients on financing strategies in the context of M&A and restructurings.
Transactions may include primary and secondary offerings, including IPOs, block trades, accelerated bookbuild transactions, rights issues, share buybacks, convertible and exchangeable bonds as defined below:
- Initial public offering (IPO): new or existing shares are offered to institutions and retail investors, following an extensive marketing program; application is also made to the local regulator and/or listing authority, for the securities to be listed, and commence trading on, the issuer's primary (or "home") exchange (or on an "over the counter" basis). The proceeds of the issue of new shares will typically generate proceeds which are retained by the newly listed entity, at holding company level, whereas, the proceeds of the sale of existing shares represent the payment to selling shareholders of the issuing entity. An IPO may also comprise a sale or "spin off" of assets that have been ring-fenced from an existing corporate structure.
- Secondary offering: new or existing securities are offered by a listed entity, broadly along the same lines as are set out in relation to an initial public offering; the primary difference in the case of a secondary offering, is that no application is made to the regulator for permission to list.
- Accelerated bookbuild/institutional placement: comprises an offering, on a compressed timetable, where little or no marketing is conducted, and the bookbuild period will typically last not more than 1-2 days. This form of offering may be conducted either on a firm or best endeavours basis; in the case of the former, the underwriters may bid for and guarantee a minimum price, and therefore proceeds, payable to the vendor; in the case of the former, the underwriters will not guarantee a minimum price or proceeds to the vendor.
- Rights issue: an issue of entitlements (i.e. rights) to parties who are registered shareholders of a publicly listed entity (as at a certain "record date"), to subscribe for additional shares in the entity, pro-rata to their existing holding, as at the record date. The rights may be issued on a renounceable or non-renounceable basis; in the case of the former, the rights may then be independently sold by shareholders, who receive an entitlement, to third parties, who may then subscribe for additional shares within a specified period. This transaction may be combined with an accelerated bookbuild, in which the rights are offered in a block to third parties, where a common price for the rights is set.
- Equity Linked Securities: in order to optimise the issuer's capital structure, equity linked securities may also be issued in the transactions mentioned above. In summary, these securities may comprise the products set out below.
- Convertible Bonds/Exchangeable Bonds: typically characterised as debt securities, which are respectively, convertible into shares of the bond issuer, or exchangeable into shares of an entity other than the issuer. The conversion/exchange terms are primarily governed by (a) one or more put or call options exercisable at the discretion of the bond holder or issuer, and (b) terms for redemption of the security by the issuer. The terms may be re-modelled so that the so that the security has a greater equity characteristic (e.g. no coupon payments to bond holders and mandatorily convertible into underlying shares).
- Other equity linked products may include: warrants, put and call equity securities ("PACES"), going public bonds, and other synthetics.
Note: Rothschild does not provide underwriting of the transactions upon which it advises, nor are we involved in any sales and trading activities.
For further information on our Equity Capital Markets business, click here.