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Capital markets

EDAS is one of the few Russian law firms with legal practices covering comprehensive, end-to-end support for initial public offerings and raising of debt finance through the issue of fixed income instruments, from the first issuer presentation through to deal closure. Rather than legal support alone, company owners often entrust us with overseeing the entire project for placing their entities on the capital markets.
Our lawyers have been successively involved in preparing Russian companies for their IPOs, coordinating activities of global investment banks, international law firms, appraisers and PR advisors.
Among the projects we have implemented on the capital markets, the following deserve special mention:
  • legal support for the preparation and conducting of an IPO of the biggest company in the Russian metals & mining sector: development and implementation of the company's shareholding ownership structure, change of the company’s legal form, splitting of the shares, drafting the corporate documents required for registration of the securities prospectus with the Federal Service for the Financial Markets, preparation of the report on the results of placement of securities, acting for the company before the Federal Service for the Financial Markets, preparation of documents and completing the listing procedures on the RTS and MICEX stock exchanges, participation in preparation of the investor and analyst presentations, drafting of the offering circular, representing the company's interests during discussion, corporate approval and execution of the underwriting agreement, participation in the team representing the company during the road show, resolving controversial issues during preparation of the IFRS financial statements, cooperation with a Big Four accounting & audit firm in drafting "comfort letters", support for the "deal closure" process;
  • legal support for preparation of an IPO of a Russian top oil & gas field engineering and construction services company on the MICEX and London Stock Exchange; optimisation of the company's shareholding structure, development and implementation of the company restructuring scheme with acquisition of its subsidiaries and affiliates, mandatory redemption of shares of minority shareholders, change of the company's legal form, splitting of the shares; obtaining the approval of the Federal Service for the Financial Markets for an offering of global depositary receipts, preparation and registration of the securities prospectus, cooperation with a Big Four accounting & audit firm, international law firms and global investment banks, a presentation to financial analysts and preparation of an international securities prospectus;
  • legal support for a project to issue loan participation notes, with their listing on the London Stock Exchange (LSE): arrangements for registration of an LPN issuer as a special purpose vehicle (SPV), representing the companies during the discussion, approval and execution of the set of legal documents, including the borrowing contract, the trust contract, an international securities prospectus, cooperation with global banks, international law and audit firms.

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