Charltons advises listed companies, investment banks, financial advisers, underwriters and investors on capital raising transactions and securities offerings by listed companies on the Hong Kong Stock Exchange and overseas capital markets. We advise on secondary offerings, share placements and block trades, rights issues, open offers, high-yield bond offerings, convertible bond issues and other equity-linked securities offerings, term note programmes, and other fund raising exercises.
Our corporate finance and capital markets practice has allowed us to gain insights into a range of industries and business models, including natural resources, manufacturing, energy, steel, aluminium and other metals, film and media, technology, brand marketing, and financial institutions.
Charltons also advises on regulatory and compliance-related issues in connection with capital raisings, arising under the Hong Kong Listing Rules, the Hong Kong Codes on Takeovers and Share Buy-backs, and Hong Kong securities laws. We provide guidance on the implications of specific securities offerings under the Securities and Futures Ordinance and the Companies Ordinance. We also advise on applicable Hong Kong Stock Exchange Listing Rules requirements, and coordinate preparation of announcements, circulars and other documents.
We also coordinate applications to the SFC for whitewash waivers under the Hong Kong Takeovers Code where appropriate. Our lawyers have considerable experience in dealing with the Hong Kong Stock Exchange, the SFC and other regulatory and governmental bodies in Hong Kong and the PRC. Our team comprises multilingual lawyers with experience running the most complex and groundbreaking capital markets deals. We provide an insightful and highly personalised service to clients, and the mix of transactional, compliance and regulatory experience allows our team to consider issues from the point of view of all parties concerned. We can advise on all aspects of capital raising and securities offerings and are experienced in the Hong Kong Listing Rules.
Capital Raising in Hong Kong
Hong Kong is regarded as the world’s leading capital raising centre. According to the Global Capital Access Index 2013, Hong Kong is the easiest place to raise capital in the world. In 2013, approximately US$22 billion of equity funds were raised through IPOs in Hong Kong. The Stock Exchange of Hong Kong (the “Exchange”) kept the top spot among the world’s stock exchanges in terms of IPO funds raised for three consecutive years from 2009 to 2011. The Exchange also ranked in the top five globally in terms of IPO funds raised for 12 consecutive years. According to the Exchange, 105 new companies were listed in Hong Kong for the first 11 months of 2014, representing an increase of 35% when compared the same period of 2013. Funds raised through IPOs for the first 11 months of 2014 was more than HK$141,000 million, representing an increase of 46% when compared with the same period of 2013. In respect of secondary offering, for the first 11 months of 2014, the amount of equities funds raised through placing, rights issue, open offer and consideration issue by companies listed on the Main Board of the Exchange amounted to approximately HK$537,790 million. The success of Hong Kong in capital raising significantly benefited from its advantages including Hong Kong’s strength of its legal system, the availability of professional talent of legal, banking and financial industries, and a business-friendly environment (such as unrestricted capital flows, low tax rates, freedom of information and currency convertibility. Hong Kong’s continuous success is also supported by its political and geographical closeness to Mainland which makes Hong Kong the gateway between Mainland China and overseas countries. It is believed that the Shanghai-Hong Kong Stock Connect pilot programme launched in November 2014 will provide an important catalyst in further enhancing the leading role of Hong Kong as a capital raising hub.