Leading law firms Bell Gully and Chapman Tripp advised on the NZX listing and initial public offering of shares in Napier Port. This is the largest IPO in New Zealand since 2016.
Bell Gully advised Napier Port Holdings, the issuer under the share offer, and also advised Hawke's Bay Regional Council as the selling shareholder. The firm's team was led by corporate partners Amon Nunns and Chris Goddard along with senior associate Chris Hodges and solicitor James Lansdown. The transaction also involved significant input from the firm's local government, construction, property and regulatory teams.
Chapman Tripp partner Rachel Dunne and senior associate Philip Ascroft advised Deutsche Craigs and Goldman Sachs as joint lead managers of the IPO. Chapman Tripp partner Josh Blackmore and solicitor Tony Davis advised the independent directors on matters associated with the transaction.
The offer was launched on 15 July and the shares are expected to commence trading on the NZX today.
Alasdair MacLeod, chair of Napier Port and Todd Dawson, chief executive of Napier Port, thanked both Bell Gully and Chapman Tripp. “Both firms knew what had to be done and got on with it effectively. The Port was well advised throughout and I've been consistently impressed with the commitment, passion and professionalism of the Bell Gully team."
Blair O'Keeffe, chief executive of Hawke's Bay Regional Investment Company and Napier Port director, said: “Bell Gully were innovative and tireless in ensuring that the minority IPO could become a reality, right from the early stages of the community consultation phase. They worked seamlessly with the Council and Port teams and delivered across the full range of our work streams."
Bell Gully lead partner Amon Nunns said the firm was delighted to be part of this transformational transaction for Napier Port and the Hawke's Bay region. “Together with Council, its investment arm and the Port, we were able to design a new mixed ownership model that can provide regional benefits, participation and funding within our capital markets," he said.
Jeremy Williamson, director, Deutsche Craigs, said the Chapman Tripp team was great to work with. “Their significant capital markets expertise meant we were able to swiftly resolve issues and they are always commercial, but thoughtful, in their approach," he said.
Chapman Tripp partner Rachel Dunne said: “The firm was pleased to be able to play several roles, assisting the Joint Lead Managers and Napier Port with a transaction that will enable the Port to fund the investment needed to support growth in Hawke's Bay and which has brought an attractive investment opportunity to New Zealand's public capital markets."
Hawke's Bay Regional Council, through its investment arm, Hawke's Bay Regional Investment Company Limited, will retain a majority 55% ownership stake and a priority offer was made to Hawke's Bay residents, non-resident ratepayers, Port employees and local iwi. The offer was also made available through brokers and to institutional investors.
Napier Port raised $234m. The purpose of the IPO was to raise capital for Napier Port to reduce existing debt and provide capacity to fund the proposed 6 Wharf expansion project as well as to enable Hawke's Bay Regional Investment Company to realise a portion of its investment in Napier Port. Chapman Tripp's construction team, led by partner Hamish Bolland, is acting for Napier Port on the construction of the new wharf and its associated dredging works.
To ensure strong local ownership, Hawke's Bay residents and non-resident ratepayers were guaranteed a minimum $2,000 allocation of shares in the IPO. Port employees were guaranteed a minimum $5,000 allocation and could take up an interest free loan of up to $5,000 to buy shares in the offer.
The listing is the first in the port sector since Port of Lyttelton in 1996, with Napier Port Holdings joining Port of Tauranga, Marsden Maritime Holdings and South Port New Zealand on the NZX. The listing may be the first in a trend for mixed ownership model transactions to fund infrastructure needs around the country.