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Ashley Rose is a corporate partner specialising in public and private mergers and acquisitions, equity capital markets, private capital, corporate advisory and governance matters. He regularly advises corporates, boards, investment banks, underwriters, private equity, major shareholders on transformational and market-leading transactions. His experience covers a wide range of sectors including energy and resources, mining services, finance, defense, life sciences, education and technology.
He has been involved in a number of high-profile takeovers (hostile, unsolicited and friendly), takeover defences and schemes of arrangement. Ashley also has significant expertise in initial public offerings, capital raisings and placements on the ASX, and has experience in dealing with regulators.
In addition to working in private practice, he has acted as in-house counsel for several international financial and corporate institutions.
- Advising Tamboran Resources Corporation, a natural gas exploration company and Bank of America on a “market first” merger and securities issuance on the Australian Stock Exchange on a:
- “Top-hat” scheme of arrangement in the Federal Court involving the re-domiciliation of Tamboran Resources Limited to the US, by superimposing a newly incorporated entity, Tamboran Resources Corporation (ASX:TBN) incorporated in the US state of Delaware with a market capitalisation of AU$500 million
- AU$55 million institutional placement and accelerated non-renounceable pro rata entitlement offer to institutional and retail investors within Australia, New Zealand, the US and the UK (undertaken simultaneously with the scheme of arrangement)
- Advising Thiess Group, the world’s largest mining services provider based in Australia, on several strategic transactions including:
- The acquisition by shareholders, CIMIC, from Elliot Advisors, of an additional 10% equity interest in Thiess for a purchase price of AU$320 million.
- The acquisition from ASX-listed company, Metarock Limited, of its subsidiary, Pybar Holdings, an underground mining contractor to assist Thiess with their underground mining business and strategy.
- Its AU$375 million strategic acquisition and takeover bid for Western Australian mining services provider, MACA Ltd, including foreign investment and competition clearance with Macquarie Bank.
- A series of bolt-on acquisitions from other private and publicly listed companies.
- Its proposed initial public offering on ASX.
- Advising Tamboran Resources Ltd and Citibank on one of the largest successful capital raises ever undertaken by a junior gas explorer in Australia, and a strategic asset acquisition from Origin Energy. The transaction involved raising approximately AU$198 million through a two-tranche private placement to strategic partners and US cornerstone investors followed by a share purchase plan to existing shareholders.
- Advising Controlled Thermal Resources together with Goldman Sachs, a company specialising in lithium and battery material products and renewable energy, on its successful re-domiciliation to the US via a “top-hat” scheme of arrangement. The re-domiciliation allowed the company to align its corporate structure with its business operations in the US and position for an initial public offering.
- Advising Epirus Inc, a high-growth technology and defense company, on its institutional investment with an ASX listed company, DroneShield Limited (ASX:DRO), an Australia defence company providing counterdrone protection.
- Advising Alvo Minerals Limited (ASX:ALV), a critical minerals company listed on the ASX with assets in Brazil, on several capital raisings including its strategic placement with prominent Brazilian private equity group, Ore Investments Ltd.
- Advising Singular Health Group Limited (ASX:SHG), a medical technology company developing patient-specific solutions, on several capital raisings and strategic placements.
- Advising Tamboran Resources Ltd together with leading Australian investment bank, Barrenjoey on its private placement of AU$55 million to existing and US strategic investors, strategic investment and convertible note issue to Helmerich & Payne (NYSE:HP) together with operational arrangements and a share purchase plan to existing shareholders.
- Advising Sezzle Inc. (ASX:SZL, NASDAQ: SEZL), a digital buy-now pay later platform on various capital raising initiatives, foreign investment and regulatory relief applications.
- Advising Tamboran Resources Limited on its successful IPO and ASX debut with a market capitalisation of approximately AU$260 million, the largest IPO for a gas explorer in Australia in nearly a decade. Further advising the company on:
- A highly strategic acquisition of fellow explorer Sweetpea Petroleum, providing Tamboran with a 100% interest in major Beetaloo Basin gas assets for an undisclosed amount.
- A post-IPO AU$35 million capital raise via private placement with a prominent US-based individual and other institutional investors.
- Several pre-IPO capital raisings totalling approximately AU$80 million with two US-based hedge funds, Baupost and Lion Point and various other institutional and sophisticated investors.
- Advising Janison Education Group (ASX:JAN), a leading ASX listed digital assessment and testing provider, on a successful capital raise through a heavily oversubscribed institutional placement to investors in Australia, the US and the UK and a concurrent retail offer through a share purchase plan. Further advising the company on:
- Its acquisition of Academic Assessment Services, the largest independent schools’ assessment business in Australia.
- Its acquisition of Educational Assessments (a division of UNSW Global), a leading assessment solutions business that creates skills-based competitions and formative, diagnostic and summative assessments with an operating history of approximately 35 years.
- Its acquisition of Quality Assessment Tasks, an Australian market leader in the development of school assessments that has been in operation for more than 20 years.
- Advising the privately-held Sol Group in their AU$40 million e-commerce sale of Hamper Emporium to ASX listed Maggie Beer (ASX:MBH) in the FMCG sector.
- Advising Blue Ocean Equities, an Australian securities and equities dealing firm, as lead manager on various capital raisings, including several pre-IPO convertible note issues, private placements and entitlement offers.
- Advising the founders and owners of Analytics 8 Pty Ltd and Analytics 8 Limited Partnership, a data analytics company, on the sale and acquisition by Accenture for an undisclosed amount.
- Advising identitii Limited (ASX:ID8), a blockchain fintech company, on an initial public offering and listing on ASX with a market capitalisation of approximately AU$41 million.
- Advising Daiwa Can, one of Japan’s leading packaging manufacturers, on a strategic private acquisition for an undisclosed amount.
- Advising Bell Financial Group Ltd (ASX:BFG), an Australian broking, corporate finance and financial advisory company, on its role as lead manager and underwriter for Straker Translations Limited (ASX:STG), on its AU$80 million initial public offering and listing on ASX.
- Advising the independent directors of Century Australia Investments Limited, an Australian listed investment company, on its AU$85 million scrip acquisition by ASX-listed WAM Leaders Limited (ASX:WLE) by way of a scheme of arrangement.
- Advising privately-held M&J Chickens on its private sale and acquisition by The Growth Fund for an undisclosed amount.
- Advising ASX-listed ioneer Limited (ASX:INR), a lithium and boron Australian mining company with assets in Nevada, on various capital management initiatives and corporate governance matters.
- Advising Pacific Equity Partners, a leading private equity fund manager based in Australia and New Zealand, on an initial public offering and listing on ASX of Veda Group Limited, the largest credit reference agency in Australia and New Zealand, with a market capitalisation of approximately AU$1.5 billion.
- Advising J.P. Morgan and Macquarie Capital as underwriters for Steadfast Group Limited (ASX:SDF), the largest general insurance broker network and the largest group of insurance underwriting agencies in Australia, on its initial public offering to raise approximately AU$334 million and listing on ASX.
- Advising ASX-listed Lynas Rare Earths (ASX:LYC), an Australian rare earths mining company, on a US$225 million convertible bond issue, subscribed by Mount Kellett.
- Advising the Government of Singapore Investment Corporation on a sale of debentures secured over a controlling stake in ASX-listed Thakral Holdings Group to Brookfield Asset Management Inc.
- Advising the independent directors of ASX-listed Transfield Services Infrastructure Fund on the acquisition by Ratchaburi Electricity Generating Holding PCL of 56% of TSI Fund stapled securities by scheme of arrangement (enterprise value AU$800+ million).
- Advising ASX-listed Fletcher Building Limited on its approximate AU$800 million off-market takeover of ASX-listed Crane Group Limited.
- Advising Shell Energy Holdings Australia Limited, a subsidiary of Royal Dutch Shell plc, on the sale of part of its stake in Woodside Petroleum Limited under an underwritten sell-down of approximately AU$3.3 billion.
- Advising ASX-listed Arrow Energy Limited on the demerger of its international assets forming ASX-listed Dart Energy Limited and the post-demerger acquisition of Arrow Energy for approximately AU$3.5 billion by Royal Dutch Shell plc and PetroChina Company Limited.
Education
- Australian Institute of Company Directors, 2019
- University of Cambridge, Master of Laws (Hons), 2009
- University of New South Wales, Bachelor of Laws (Hons), 2007
- Murdoch University, Bachelor of Science, 2004
Admissions
- New South Wales, 2008