47October 2014 Corporate INTL

Route to the UK

Winston & Strawn LLP is an international law firm which has worked closely with clients on complex cross border transactions for more than 160 years. The firm’s global corporate practice provides legal advice on capital markets, strategic joint ventures, M&A and debt financings to multinational companies of all types and sizes across a broad range of industries, as well as advising investment banks and other financial services firms.

The SEPLAT Petroleum dual listingSEPLAT Petroleum Development Company PLC is an indigenous Nigerian oil and gas company which was originally established as a joint venture be-tween its Nigerian founders, Shebah Exploration and Production Company and Platform Petroleum, and France’s Etablissements Maurel et Prom.

Winston & Strawn has worked as a legal adviser to SEPLAT since its incor-poration. The Winston team, led by Zoë Ashcroft, worked with this client from the beginning of the company’s journey, from its initial equity investment from Maurel et Prom, through to its first debt financing and acquisition of oil licences in Nigeria (advising on both the M&A and debt financing for the acquisitions).

Winston worked with SEPLAT on pre-IPO financing rounds, conversion to a PLC, and its eventual IPO and dual listing on both the London main market and the Lagos stock exchange in Nigeria earlier this year. The Winston team included lawyers across the firm, including partner Nicholas Usher, senior associate Stewart Worthy, and associates Lisa Thompson and Anna Evan-gelou in London, partner David Sakowitz in New York, and partner Jérôme Herbet in Paris.

SEPLAT is the first Nigerian company to list on the London Stock Ex-change. The ground-breaking deal raised US$500 million for the company.

“From the outset Winston worked closely with SEPLAT in preparation for the IPO, including advising on corporate governance structures and pro-cesses, and dovetailing the UK and Nigerian regulatory requirements,” said Ms Ashcroft. Winston worked directly with the UK Listing Authority through the process of due diligence and confirmation of eligibility for listing with the regulators in London and with the company’s in house counsel in Lagos along with Nigerian local counsel, ensuring that the different requirements of both sets of regulators were accommodated.

The Chairman and one of the founders of SEPLAT, A.B.C. Orjiako com-ments that: “We have known and worked with Winston since 2004 and found them extremely efficient, with all round experience and competences. Their execution of assignments has been the best we have seen among other firms we use. Therefore, Winston was a natural choice for us when we embarked on the IPO.”

Winston were heavily involved in coordinating the efforts of this large deal team and helping to push the transaction forward. The deal team included the company’s board and senior management, its banks, their legal teams, accountants, specialist petroleum reserves analysts, environmental consul-tants, and financial PR advisers in London, Nigeria and New York.

The Chairman of SEPLAT comments further that: “This was a pioneer transaction and SEPLAT was a pioneer in the deal.

Winston not only met our expectations, they exceeded all expectations. Under the able leadership of partner, Ms Zoë Ashcroft, the deal team went beyond their call and managed all aspects of this complex transaction, including coordinating the approval processes with UKLA, other legal firms, the global coordinators, the entire project secretariat, including preparing

the prospectus among other things.”When asked to identify any challenges to getting the deal done, Ms Ash-

croft considers the fact that that this was a ‘first of a kind’ transition: the first time a company had ever obtained a dual listing of shares in Nigeria and the United Kingdom, as significant. Accordingly, there were no established processes or procedures to follow and the expectations of regulators in both countries had to be considered simultaneously. Agreement was reached with the Nigerian regulator that a UK-style prospectus was an appropriate starting point, which was then tailored to address specific Nigerian regulato-ry requirements.

Ms Ashcroft explained: “This collaborative approach with regulators and counsel in both countries was crucial as we sought to ensure that both authorities were comfortable to confirm eligibility to list and approve this ‘first of a kind’ transaction.”

Several commentators have described the SEPLAT dual listing as ‘a ground-breaking transaction’, as SEPLAT was the first company to ever ob-tain a dual listing of shares on both the London main market and the Lagos stock markets. The successful completion of SEPLAT’s IPO in the two coun-tries was a capital markets first. It is anticipated that the transaction will pave the way for other indigenous companies from the African continent seeking access to global equity markets, particularly in the oil and gas, power and infrastructure sectors. Indeed, regulators have commented that the structure and process will serve as a template for future transactions from Africa.

Doing business in the UKWinston London partner Nicholas Usher comments that: “The UK continues to operate as one of the world’s key financial centres. We consider that this is, in large part, due to its location and open culture, political stability and respected rule of law.”

Ms Ashcroft commented further that: “London’s reputation as a leading capital market plays an instrumental role in attracting foreign investment to the UK. Investors will always be attracted to countries that provide a liquid capital market in a politically and legally low risk environment.”

Mr Usher added that: “A foreign company listing on UK capital markets will benefit from the country’s central location spanning global time zones, its world-class standards of corporate governance, and access to deep pools of capital.”

Assuming the world economy continues to grow, Ms Ashcroft considers that the UK capital markets will remain attractive to foreign companies.

“We would anticipate that companies from newer emerging markets in sub-Saharan Africa will consider coming to market in London, perhaps in conjunction with a listing in their home jurisdictions, seeking to raise capital from a wider group of global investors for energy, power and infrastructure projects,” she concluded.

Winston & StrawnZoë AshcroftPartnerTel: +44 (0)20 7011 8725zashcroft@winston.com www.winston.com

SEPLAT Petroleum Listing