Awarding winning fund

DLA Piper advised founder Paul Moore, and PM Capital Limited, in relation to the sale of PM Capital to Regal Partners Limited.

“It was a pleasure to advise yet another Australian founder, who had built an award-winning $2.7 billion fund,” said Sydney-based David Ryan, Corporate Partner, DLA Piper.

“The firm was defined by a strong culture with deep expertise, making it an attractive asset in a competitive market. We provided multi-practice area advice,” David said.

PM Capital Limited had a clear focus on building long-term wealth for its clients, by investing in global markets with patience and conviction. Allier Capital acted as PM Capital’s financial adviser.

The cross-practice DLA Piper team was led by David Ryan (Partner, Corporate) on M&A, who was assisted by Rohan Shukla (Senior Associate, Corporate), Julia Krapeshlis (Solicitor, Corporate) and Abdul Ali (Solicitor, Corporate).

“We advise on more M&A deals globally than any other law firm, we have the expertise to get deals done,” David added.

Energy storage systems

The firm also acted for Sosteneo SGR S.p.A. (“Sosteneo”), on behalf of clients, on its acquisition from Edify Energy of the 185MW / 370MWh Koorangie Energy Storage Project (“KESS Project”) to be constructed in the Murray River region of North-West Victoria.

“We were pleased to assist Sosteneo on all aspects of their first investment in the Australian clean energy sector” said Chris Mitchell, Corporate and Projects Partner, who led the DLA Piper team advising Sosteneo.

DLA Piper deployed a multi-disciplinary, cross-practice team of experts who assisted Sosteneo on all aspects of its acquisition of the KESS Project, including transaction document negotiations, project and project contracting diligence and project financing review.

“The KESS Project is an important electricity infrastructure asset for Victoria. It is set to provide 20 years of system strength services to AEMO which will underpin further renewable energy assets in the Murray River region of Victoria, together with a 15 year offtake agreement with Shell Energy to support the delivery of renewable energy to Victorian consumers. It is terrific to see the KESS Project form part of Sosteneo’s broader portfolio of clean energy assets,” said Chris.

The team was led by Chris Mitchell (Corporate and Projects Partner) with assistance from Simone Bajraszewski (Senior Associate) and Hannah Lee (Solicitor). Project and project financing support was led by Alex Regan (Partner) with the assistance of Marnie Calli (Special Counsel), Jade Nelson (Senior Associate), Sophia Davies (Solicitor), Mariko Hunt (Solicitor), and Lisa Huynh (Solicitor); with the real estate team led by Stephanie Lambert (Partner) who was assisted by Kate Howson (Special Counsel) and Christian Wood (Senior Associate). Fleur Gibbons (Partner) and Sophia Grace (Special Counsel) provide specialist energy and electricity regulatory advice.

DLA Piper was ranked the #1 Global Renewable Energy Legal Adviser by Inspiratia for 2021 and 2022 (the thought leader in new energy and infrastructure) having advised on more renewable energy deals than any other law firm in every quarter of 2022.

Advises on $207 million merger

The firm is also advising Technology Metals Limited (ASX:TMT) on its all-scrip merger with Australian Vanadium Limited (ASX:AVL) via scheme of arrangement, under which AVL will acquire 100% of the TMT shares to create the largest ASX-listed pure-play vanadium company valued at $217 million.

“The merger creates a leading ASX listed vanadium developer with a world-class asset of scale, located in a Tier-1 mining jurisdiction” said Perth-based James Nicholls, Corporate Partner, DLA Piper.

TMT is the owner of the Murchison Technology Metals Project and AVL is the owner of the neighbouring Australian Vanadium Project. Upon implementation of the scheme, the Merger will combine to form a merged group that consolidates the companies two adjoining projects across one contiguous orebody. The merger creates a leading Australian vanadium developer and provides maximum flexibility to realise the full value of operational and corporate synergies expected to arise from combining the same orebody into a single, integrated operation.

“Moreover, with the backdrop of the Australian Critical Minerals Strategy aiming to support domestic vanadium production, enhance supply chain resilience, and foster innovation in downstream industries, the merged group’s optimisation of the continuous orebody recognises the strategic importance of vanadium globally,” James added.

DLA Piper's team was led by James Nicholls (Partner) with assistance from Kirsty Hall (Senior Associate), Emily Donley (Solicitor) and Alexis Brenssell (Graduate). Due diligence assistance was provided by, from the Projects team, Nick Sceales (Special Counsel) and Claudia Cardacci (Solicitor), from the real estate team, Eagul Faigen (Partner) and Kitty Chen (Solicitor), and, from the employment team, Clancy King (Partner) and Mitch Robertson (Special Counsel). Tax advice was provided by Eddie Ahn (Partner).

DLA Piper has been a long standing adviser to TMT, with the relationship managed by Alex Jones (Partner and Global Co-Chair of the Energy & Natural Resources Sector) and Matt Roberts (Senior Associate)

For the 13th consecutive year, DLA Piper was the highest-ranked legal advisor in the world for M&A deal volume, according to Mergermarket's league tables.

Australian gold producer

DLA Piper is advising Pantoro Limited (ASX:PNR) on its acquisition of Tulla Resources plc (ASX:TUL) and A$75 million capital raising.

Pantoro, an Australian gold producer, and Tulla, a diversified resources house, each own 50% of the Norseman Gold Project. Accordingly, the transaction will result in the consolidation and 100 per cent ownership and control of the Norseman Gold Project.

The merger is being conducted via a UK scheme of arrangement and includes the demerger of certain industrial mineral assets, proposed consolidation and refinancing of existing debt facilities and the issue of Australian-listed scrip consideration.

In support of the merger, Pantoro has launched a two-tranche placement to raise A$75 million.

“We were pleased to advise Pantoro on this important acquisition, which establishes a new mid-tier ASX-listed gold company,” said Perth-based James Nicholls, Corporate Partner, DLA Piper.

“The transaction creates significant potential for brownfield and greenfield exploration, while securing 100 per cent ownership of the Norseman battery and base metals mineral rights,” James added.

“In an era when battery and base metals are hotly contested, the acquisition effectively secures those rights for shareholders,” James added.

DLA Piper's team was led by James Nicholls (Partner), Kirsty Hall (Senior Associate) and Emily Donley (Solicitor); with assistance from Alex Jones (Partner) and Matthew Roberts (Senior Associate) in respect to mining law and joint venture matters; Owen Alcorn (Partner) and Basil Joseph (Solicitor) in respect to banking and finance; and Robert Newman (Partner) and Karin Kirchsner (Legal Director) in respect to UK legal and regulatory matters.

“The acquisition is testament to the cross-border capabilities and multi-practice area expertise of DLA Piper. We were delighted to advise Pantoro on this important mandate,” James added.

Energy sector acquisition

DLA Piper is advising Strike Energy Limited (ASX:STX) on its all-scrip $142 million acquisition of Talon Energy Limited (ASX:TPD) via a scheme of arrangement combined with a demerger of Talon’s Mongolian assets and the provision of a A$6 million secured convertible debt facility to provide operational funding to Talon during the implementation period.

Strike, an Australian energy and fertiliser company, and Talon, an Australian oil and gas explorer, each operate and hold 55% and 45% (respectively) of the L23/EP447 Joint Venture at the Walyering Gas Field. Accordingly, the transaction will result in 100 per cent ownership and control of the Walyering Gas Field by Strike.

The acquisition is being conducted via a shareholder approved scheme of arrangement.. The demerger allows Talon shareholders to retain a pro-rata ownership of Talon’s Mongolian assets via a spin-out of those assets into a new special vehicle, which will be completed during the scheme process.

In support of the acquisition, Strike has made available to Talon an interim secured convertible debt facility for up to A$6 million under which Strike may upon maturity instead elect to convert any outstanding facility into Talon shares.

“It’s great to build on our long standing relationship with Strike via a further transaction to bolster Strike’s presence in the Perth basin and build its immediate term future cash flows,” said Perth-based James Nicholls, Corporate Partner, DLA Piper.

“Moreover, the transaction represents a further enhancement of market practice regarding these collateral ‘life boat’ demergers, whilst also reflecting the core necessities of innovation and deal discipline in order to consummate transactions in the current M&A market” James added.

DLA Piper's team was led by James Nicholls (Partner). Assistance in respect of the scheme and contingent consideration streams was provided by Kirsty Hall (Senior Associate), Emily Donley (Solicitor) and Courtney McVeigh (Graduate). The debt facility streams were led by Owen Alcorn (Partner) with assistance from Madina Eira (Graduate).