Capital Markets

Advising on a broad range of capital markets transactions, including high-yield bonds, investment grade bonds, acquisition financings, leveraged buyouts, and liability management (tender offers, exchange offers and consent solicitations), our lawyers act for issuers, underwriters, arrangers, and financial institutions, helping clients raise capital and meet regulatory and market requirements across a range of listing venues.

• Advised Playtech plc in connection with issuance of €350m 4.250 per cent Senior Secured Notes due 2026.
• Advised Playtika Holding Corp and its UK subsidiaries on English law aspects on a Eurobond issuance by Playtika Holding Corp. of $600m 4.250% due 2029 bonds, guaranteed by various subsidiaries.
• Advised Time & Life S.A. (the parent company of WRM Reinsurance AG, a Swiss reinsurance company) on the establishment of its EUR 250m Global EMTN programme and issuances thereunder.
• Advised TAURON Polska Energia S.A., a parent company of a vertically integrated Polish energy group, on its ongoing disclosure and reporting obligations arising in respect of the €500m 2.375 per cent notes due July 2027 which are listed on the London Stock Exchange.
• Advised Emerson Electric Co., an American Fortune500 company specialising in manufacturing products and providing engineering services for a wide range of industrial, commercial and consumer markets, in connection with the EU aspects of the issue of an SEC-registered €500m 0.375% notes due 2024.
• Advised MBH Corporation plc, a global agglomerate of SMEs, in the establishment of a £50m MTN programme on the Global Exchange Market of Euronext Dublin. BCLP acted as drafting counsel to the issuer in drafting the base prospectus and all bond documents.
• Advised FHW Dalmore and Investec on the first publicly listed, unwrapped and tranched capital markets product (since the financial crisis) to finance a UK social housing project (FHW Dalmore (Salford Pendleton Housing) plc).

Our experts advise on derivatives and structured products, including interest rate swaps documented under ISDA terms. Their work includes negotiating swap arrangements, advising on related security and financing structures, and helping clients understand and manage the risks associated with complex derivative instruments.

• Advised Padmanor Investments as borrower in relation to its entry into an ISDA fixed to floating interest rate swap with Barclays Bank.

• Reviewed and drafted legal documentation for geometric basket options and other complex derivatives, both OTC and exchange-traded.
• Acted on the IPO on the Techmark segment of the Main Market of the London Stock Exchange, of a software PLC, a derivatives trading platform.
• Legal advisor on launch of many new financial products and platforms (including the launch of derivative trading products recognised in international press as first of their kind to ever be traded on exchange, i.e. the Russian Internal Order Book (IOB) Stock Dividend Futures).
• Advised a regional European bank on the restructuring of certain of its bond obligations using a total-return swap arrangement with Credit Suisse, approved by way of a consent solicitation request under its medium-term note program.

With deep experience across the full spectrum of equity capital markets transactions, including IPOs, secondary offerings, and equity‑linked structures, our ECM specialists provide clients with commercially focused guidance from early‑stage growth through to successful listings and life as a public company.

• Advised Empyrean Energy PLC (AIM: EME), an oil and gas development company with interests in Indonesia and the United States, in connection with its open offer.
• Advised Victoria Oil & Gas Plc in connection with a placing and subscription of US$23.5 million completed by way of an accelerated bookbuild.
• Advised United Oil & Gas Plc in connection with its placing of £3 million and reverse takeover.
• Advised Buccaneer Energy PLC in connection with several secondary placings.
• Advised Numis Securities Limited as nominated adviser and broker on the admissions to AIM of Hunters Property plc, with an initial market capitalisation of £16.9m and ULS Technology plc with a market capitalisation of approximately £26m including an associated placing raising £12.1m.
• Advised Rotala on two separate placings to raise £2.4m and £3.5m, respectively.
• Advised Premier Foods on its Class 1 circular in connection with the sale of its canned grocery operations.
• Advised The Conygar Investment Company on a placing to raise £70m.
• Advised Azure Dynamics Corporation on placings to raise £14m and £5.25m, respectively.
• Advised Cenkos on the admission to AIM of CREO Medical plc and on subsequent fundraisings.
• Advised WH Ireland on a fundraising by Solid State plc.
• Advised Funding Circle SME Fund Limited on its IPO, a placing and the establishment of two share issuance programmes.
• Advised Alteration Earth PLC in connection with its reverse takeover, associated fundraising and migration from the Main Market to AIM.
• Advised Buccaneer Energy PLC in connection with several secondary placings.
• Advised Panthera Resources PLC, a gold exploration and development company with key assets in India and West Africa, on its admission to AIM.
• Advised Iofina plc (AIM: IOF) in connection with a debt restructuring of its US$20 million convertible secured loan notes and obtaining an additional US$10 million secured term loan facility, which was followed by a £7m fundraising (comprised of a placing and open offer) and associated US4m debt for equity conversion.
• Advised Mustang Energy PLC in connection with its IPO and subsequent issue of convertible loan notes.
• Advised Investec as nomad and broker to LungLife AI Inc on the latter’s AIM admission and placing.
• Acted for Anglo African Agriculture plc from its formation and IPO to its successful move to the Main Market of the London Stock Exchange.
• Acted for Zeus Capital as Nomad for New Trend Lifestyle plc on its IPO and admission to AIM.
• Acted on the AIM IPO of Lombard Risk Management PLC and on subsequent acquisitions and placings, through to exit and de-listing.
• Acted on the AIM IPO of software company, IDOX PLC and on a number of subsequent acquisitions, disposals and fundraisings.
• Acted on the IPO of publishing software company Ingenta plc together with subsequent acquisitions, fundraisings and share buybacks.
• Acted on the IPO on AIM and subsequent funding rounds for Alba Mineral Resources PLC which has various oil and mining interests in the UK and overseas.
• Acted for GreenRoc Mining PLC (extracting graphite and other minerals in Greenland) on its IPO and associated fundraising.
• Acted for Nominated Adviser and Broker, Shore Capital, on the AIM IPO of Cake Box Holdings plc.
• Acted for a Chinese ship building company on its listing on the AIM Market of the London Stock Exchange including on its VIE structure.
• Advised a large European bank in relation to its debut Tier 1 public bond issuance, being the first of its kind in the local market.
• Advised various mid-sized European regional banks or their lenders in relation to subordinated debt issuances for Tier 2 capital purposes.
• Advised the lender in relation to a take-private certain-funds bid financing of the USD 2.5 billion acquisition of a Swiss industrial fluid engineering and chemicals company, structured in accordance with the Swiss law on mandatory takeover offers.

Our experienced team advise issuers on high‑yield bond offerings, including inaugural issuances and multi‑billion‑pound secured note programmes. They support clients with drafting disclosure documents, coordinating with international counsel, and aligning financing structures with rating considerations and market practice.

• Advised Playtech plc, a leading technology company in the gambling and financial trading industries, on their inaugural high-yield Eurobond issuance of €530m 3.750 per cent. senior secured notes due 2023.
• Advised Playtech plc in connection with issuance of €350m 4.250 per cent Senior Secured Notes due 2026.
• Advised Playtech on a new high-yield bond issuance of Eur 300 million bonds rated BB/Baa2 listed on the Global Exchange Market of the Irish stock exchange. The proceeds of the new notes will be used for refinancing and for general corporate purposes.

Advising investors and investee companies on investments across venture capital, private equity, and corporate finance, our capital markets team cover negotiating investment rounds, structuring share subscriptions, and supporting management teams through reinvestments and strategic capital transactions.

• Acted on investment into Capital Value Surveyors.
• Acted on fund raising by BlockAPT Limited.
• Acted for Open House London on investment by Puma VCT.
• Advised Blue Inc (UK) on investments.
• Advised on an investment by Growthpoint Properties to achieve a 51% holding in Capital & Regional plc by way of a recommended partial cash offer and share subscription, and advising Growthpoint Properties on two subsequent fundraisings by Capital & Regional.
• Advised on an investment by Growthpoint Properties to obtain a 29% shareholding in AIM listed Globalworth Real Estate Investments Limited.
• Advised CRUX Asset Management on an investment by Stephens Investment Banking.
• Advised Kudos Innovations on its Series A5 investment round.
• Advised TechMet on its USD 200 million fundraise including a significant investment by the United States International Development Finance Corporation, an agency of the US Government.
• Advised TechMet on its GBP 18 million investment in Cornish Lithium plc.
• Advised TechMet on its various rounds of investment in Brazilian Nickel and the Piauí Nickel Project.
• Advised TechMet on its option agreement with Rainbow Rare Earths for investment in the Phalaborwa rare earths project.

Our financial services lawyers advise banks, insurers, and investors on portfolio sales of financial assets, guiding them through structuring, due diligence, regulatory approvals, and risk transfer. They help execute complex asset disposals efficiently, ensuring compliance, protecting value, and aligning transactions with capital, balance sheet, and strategic objectives.

• Advised CarVal on the financing of a non-performing loan purchase from FMS Wertmanagement (German state-owned bad bank set up in 2010 to take on the distressed exposure of, amongst others, Hypo Real Estate). The NPL was secured against a 312-property retail portfolio which was geographically spread across the UK (which in turn was the subject of a prior sale and leaseback by Boots in 2005), which were also acquired as part of the purchase. The purchase was financed through the issuance by a Luxembourg SPV of senior, mezzanine, and junior notes. The senior CMBS notes were subscribed by an asset-backed commercial paper conduit.
• Advised on a portfolio sales of retail books including a consortium comprising Blackstone Tactical Opportunities Fund (Blackstone), TPG Special Situations Fund (TPG) and CarVal Investors on the acquisition and financing (through two separate vertically tranched bridge facilities) of GE Money’s UK and Florida residential mortgage portfolio, whose principal amount outstanding (face value) was approximately £3.8bn.
• Advised a UK challenger bank on a number of portfolio acquisitions of 2nd lien mortgage loans in the UK.
• Advised an Islamic bank on the asset purchase from an Irish bank of a portfolio of vintage Sharia law-compliant Home Purchase Plans in England and Wales. The portfolio purchase followed structured finance norms on covenants and warranty package.

Our capital markets specialists advise on corporate and securities regulation, including Takeover Code matters, AGM procedures, disclosure obligations, and governance requirements. They guide companies and shareholders through regulatory compliance associated with capital markets activity, public offers, and corporate decision‑making.

• Advised the major shareholders of Integrated Asset Management plc on its Takeover Code-governed acquisition.
• Advised CV Capital, the corporate finance arm of Chantrey Vellacott (now part of Moore Stephens), as Rule 24 adviser on a public offer.
• Advised Nordic Panorama plc on a Takeover Code-governed offer.
• Advised Halfords and VT Group on implementing director deeds of indemnity.
• Advised Wm Morrison Supermarkets, Hill & Smith Holdings, Manganese Bronze, Marston’s and others on AGM notices and AGM procedures.
• Advised Wm Morrison Supermarkets, VT Group, Manganese Bronze Holdings, Unity Trust Bank and others on updating their articles of association.
• Advised TAURON Polska Energia S.A., a parent company of a vertically integrated Polish energy group, on its ongoing disclosure and reporting obligations arising in respect of the €500m 2.375 per cent notes due July 2027 which are listed on the London Stock Exchange.
• Advised Canary Wharf Group on its multi-billion-pound Canary Wharf Finance plc and Canary Wharf Finance II plc bond programmes (listed with the London stock exchange) including a restructuring of their bond programmes and bond tender offer in respect thereof.
• Acted for clients in relation to the removal of directors and other shareholder disputes.

Our team advise on debt restructurings, capital reductions, distressed refinancings, and sales out of administration. Their experience spans complex creditor negotiations, bond obligation restructurings, workout strategies, and guiding companies and lenders through financially stressed or insolvency‑adjacent situations.

• Devised the capital reduction scheme for IPSO Ventures plc on its successful demerger.
• Acted for HR GO plc on a court-sanctioned reduction of capital and a series of share buy-backs.
• Advised Iofina plc (AIM: IOF) in connection with a debt restructuring of its US$20 million convertible secured loan notes and obtaining an additional US$10 million secured term loan facility, which was followed by a £7m fundraising (comprised of a placing and open offer) and associated US$4m debt for equity conversion.
• Consensual debt restructuring, including reservation of rights letters, waiver letters, standstill agreements and override/restructuring agreements.
• Advised a financial institution as sponsor and borrower in relation to a USD 150 million secured refinancing of an office complex.
• Advised a regional bank as lender in relation to a distressed refinancing of a European ship-building group and a related financial institution.
• Advised the co-ordinating lender in relation to a contentious USD 250 million debt restructuring of a regional oil company.
• Advised a regional European bank on the restructuring of certain of its bond obligations using a total-return swap arrangement with Credit Suisse, approved by way of a consent solicitation request under its medium-term note program.
• Advised a manufacturing business on its emergency sale to avoid administration.
• Devised the capital reduction scheme for IPSO Ventures plc on its successful demerger.
• Advised the Canary Wharf Group on its Canary Wharf Finance plc and Canary Wharf Finance II plc real estate securitisation programmes (collateralised by office properties) including the “DS6” facility, the possibility of placing the assets into a UK REIT or Jersey property unit trust, a restructuring of their securitisation programmes and bond tender offer in respect thereof.
• Advised Capita Asset Services (as servicer) on the work-out/refinancing of Centaurus (Eclipse 2005-3) German multi-family backed debt.
• Advised Chenavari on the restructuring of mezzanine debt collateralised by a German shopping centre.

Our capital markets lawyers advise on securitisation transactions across asset classes, including residential mortgage loans, consumer credit, auto loans, and commercial receivables. They act for arrangers, originators, trustees, and rating agencies on public and private issuances, warehouse structures, CDOs, and cross‑border securitisations.

• Advised Greenwich Financial Services in relation to a first-of-its-kind securitisation of residential mortgage certificates by a small residential mortgage lender as originator, incorporating the issuance of a mezzanine tranche purchased by the Overseas Private Investment Corporation (OPIC) and inverse interest-only notes, being the first US-placed Rule 144A RMBS issuance in the local market, with the notes being admitted to listing on the Irish Stock Exchange (ISE).
• Advised Raiffeisen and HSBC as joint arrangers in relation to a securitisation of residential mortgage certificates by a subsidiary of a large Central Asian bank as originator, with the notes being admitted to listing on the ISE and including ISDA cross-currency swap agreements.
• Advised various bridge/warehouse facility lenders in relation to the acquisition of portfolios of assets by orphan special purpose vehicles incorporated in the Netherlands or Luxembourg, to be securitised under subsequent public take-out issuances, including reconfiguring LMA-type loan facility agreements to constitute a ‘securities issuance’ under the Luxembourg securitisation law.
• Advised Morgan Stanley in relation to a privately placed whole-loan securitisation of mortgage certificates by a small residential mortgage lender.
• Advised Credit Suisse in relation to a private securitisation of mortgage loans by a small residential mortgage lender.
• Advised a US arranger of a securitisation of residential mortgage loans originated by a state-owned residential mortgage agency akin to Fannie Mae, the transaction initially being co-arranged and funded by Standard Bank.
• Advised Fitch in relation to its rating of certain asset-backed securities issuances in a developing market.
• Advised TMF Trustee as security trustee in relation to the winding-up and termination of certain existing securitisation transactions.

• Advised the Canary Wharf Group on its Canary Wharf Finance plc and Canary Wharf Finance II plc real estate securitisation programmes (collateralised by office properties) including the “DS6” facility, the possibility of placing the assets into a UK REIT or Jersey property unit trust, a restructuring of their securitisation programmes and bond tender offer in respect thereof.
• Advised Citigroup as arranger on the first pan-European securitisation of self-storage properties owned and operated by Shurgard Self Storage SCA and its subsidiaries in Belgium, France, The Netherlands, England & Wales, Sweden, and Denmark.
• Advised Creation Consumer Finance Limited (BNP Paribas Personal Finance UK), in its capacity as Seller/Originator and Servicer, on its inaugural £600m LaSer ABS 2017 securitisation.
• Advised RBS and Citigroup as joint lead managers on the £1.65bn and US$418.75m securitisation of a portfolio of managed pubs, bars and restaurants owned by Mitchells & Butlers plc and its group of companies and subsequent tap issuance.
• Advised Hertz on the inaugural term securitisation of its vehicle rental fleet in France, Germany, Italy, Spain, The Netherlands and Australia and refinancings thereunder – the first time in Europe that public investment grade ratings have been achieved for a vehicle rental securitisation (with the US market prior to that being principally reliant on monoline insurer guarantees).
• Advised The Royal Bank of Scotland plc and JP Morgan on the securitisation of the vehicle leasing business of Leaseplan UK (Bumper 3 Finance plc) and Leaseplan UK on a subsequent securitisation of a new book (Bumper 5 (UK) Finance plc).

Our lawyers advise on public takeovers, including Code‑governed offers, reverse takeovers, hostile bids and takeover‑related fundraisings. They support bidders, targets and shareholders through regulatory processes, offer documentation, negotiations, and strategic considerations under the UK Takeover Code.

• Advised the major shareholders of Integrated Asset Management plc on its Takeover Code-governed acquisition.
• Advised CV Capital, the corporate finance arm of Chantrey Vellacott (now part of Moore Stephens), as Rule 24 adviser on a public offer.
• Advised Nordic Panorama plc on a Takeover Code-governed offer.
• Advised United Industries on a rights issue to fund the takeover of Channel Holdings.
• Advised Alteration Earth PLC in connection with its reverse takeover, associated fundraising and migration from the Main Market to AIM.
• Advised United Oil & Gas Plc in connection with its placing of £3 million and reverse takeover.
• Acted for a company listed on the Main Market of the London Stock Exchange in relation to a hostile takeover.
• Acted for an AIM quoted company in relation to its acquisition of 12 separate companies constituting a reserve takeover.
• Acted on behalf of an AIM quoted company in relation to a proposed reverse takeover of a Nigerian oil and gas company.