PRACTICE AREAS

CAPITAL MARKETS

Carsted Rosenberg Advokatfirma offers specialist advice on all aspects of Danish capital markets law. We have extensive experience in acting for both issuers and underwriters on national and international offerings of securities and financial products.

We regularly advise clients on a wide variety of capital markets issues, including private placements, notes and bonds, high-yield bonds, securitisation, initial public offerings, conduct of verification and due diligence procedures, compliance with listing requirements, insider trading restrictions, offerings of securities exempt from registration requirements and ongoing reporting and disclosure requirements.

As a specialist law firm, we support international law firms and financial institutions with bespoke legal counsel services in relation to Danish capital markets law in connection with large-scale cross-border transactions with a Danish element. Our close cooperation ensures a successful result.

Carsted Rosenberg is among a select number of law firms worldwide designated as an OTCQX Sponsor on OTC Markets in New York.

For more information on our capital markets transaction expertise please visit our news section for recent transactions and our references section for our representative transaction list. Please contact Michael Carsted Rosenberg or Andreas Tamasauskas to discuss any matters in relation to capital markets law in Denmark.

NOTABLE TRANSACTIONS

Carsted Rosenberg Advises on Successful EUR 1.4 Billion IPO for Cromwell European REIT on Singapore Stock Exchange

Australian listed Cromwell Property Group (ASX:CMW) (Cromwell) successfully concluded an initial public offering (IPO) of the Cromwell European Real Estate Investment Trust (CEREIT) on the Main Board of the Singapore Stock Exchange (SGX). The transaction constitutes the first Euro denominated REIT on the SGX and the largest REIT IPO in Asia since 2013 by market capitalisation. The pan-European asset portfolio of CEREIT consists largely of office, light industrial and logistics buildings located in Denmark, France, Germany, Italy and the Netherlands and is valued at approximately EUR 1.4 billion. CEREIT’s cornerstone investors include Cerberus Singapore, Hillsboro Capital, Ltd. and Mr Gordon Tang and Mrs Celine Tang. Goldman Sachs (Singapore) Pte. und UBS AG, Singapore Branch acted as Joint Issue Managers of the CEREIT IPO and Goldman Sachs, UBS AG, DBS Bank, Daiwa Capital Markets and CLSA Singapore acted as joint bookrunners and underwriters for the IPO advised by Allen & Overy, Singapore. Allen & Gledhill, Singapore acted as transaction counsel to CEREIT and the European team was lead by Clifford Chance, Frankfurt as European lead counsel and included Clifford Chance. Düsseldorf, Clifford Chance, Munich, Clifford Chance, Paris, Clifford Chance, Warsaw, Clifford Chance, London, Clifford Chance, Amsterdam, Clifford Chance, Milan, Clifford Chance, Luxembourg, Carey Olsen, Jersey and Carsted Rosenberg, Copenhagen.

Carsted Rosenberg Advokatfirma Advises on Heidelberger Druckmaschinen AG EUR 205,400,000 High Yield Bond

Heidelberger Druckmaschinen AG successfully issued EUR 205,400,000 German-law governed 8.00% high yield bonds due 2022. Cravath Swaine & Moore and Hengeler Müller advised BNP Paribas, Commerzbank, HSBC, Landesbank Baden-Württemberg, DZ Bank and IKB Deutsche Industriebank lead by Deutsche Bank, on the bond issue. Lead by global law firm Clifford Chance, Frankfurt and London, as global lead counsel, Clifford Chance, New York, Clifford Chance, London, Clifford Chance, Amsterdam, Clifford Chance, Paris, Clifford Chance, Singapore, Clifford Chance, Tokyo, Clifford Chance, Hong Kong, Fasken Martineau DuMoulin, Toronto, King & Wood Mallesons, Sydney, Wolf Theiss, Vienna and Carsted Rosenberg all acted as local counsels to Heidelberger Druckmaschienen AG on the successful issue of the EUR 205,400,000 High Yield Bonds.

Carsted Rosenberg Advokatfirma Advises on German-Danish Bond Issue

Together with Clifford Chance Deutschland LLP, as German counsel, Carsted Rosenberg Advokatfirma and Bruun & Hjejle I/S advised as Danish co-counsels to the Danish issuer in relation to a prospective real-estate bond to be issued on the Frankfurt Stock Exchange open market (Freiverkehr). The arranging banks were advised by White & Case LLP and Kromann Reumert I/S. The proposed transaction included a novel security structure providing registered security for the bond holders in Danish real estate for the purposes of an euro-denominated German-law governed real estate project finance bond by a Danish issuer and would have constituted the first of its kind in the market. The Frankfurt Stock Exchange operated by Deutsche Börse AG is one of the world’s largest trading centres for securities. It has established itself as one of the most attractive listing venues for companies in Europe due to its global investor reach and reputation. A listing on the Frankfurt Stock Exchange offers a number of advantages to foreign issuers, including high liquidity for traded financial instruments, comparatively low costs for admission and listing and a well balanced regulatory environment with different trading segments. Primarily foreign instruments are traded in Open Market on the Frankfurt Stock Exchange including bonds, certificates and warrants of German and foreign issuers.

Carsted Rosenberg Advokatfirma Advises on Heidelberger Druckmaschinen AG EUR 51,000,000 High Yield Bond

Heidelberger Druckmaschinen AG successfully issued a EUR 51,000,000 German-law governed high yield bond, which constitutes a further issuance of, and will form a single class with, Heidelberg’s existing 9.25 percent bond due 2018. Cravath Swaine & Moore and Hengeler Müller advised the banks, which were led by Deutsche Bank, on the bond issue. Lead by global law firm Clifford Chance, Frankfurt, as global lead counsel, Clifford Chance, New York, Clifford Chance, London, Clifford Chance, Amsterdam, Clifford Chance, Paris, Clifford Chance, Singapore, Clifford Chance, Tokyo, Clifford Chance, Hong Kong, Fasken Martineau DuMoulin, Toronto, King & Wood Mallesons, Sydney, Wolf Theiss, Vienna and Carsted Rosenberg, Copenhagen all acted as local counsels to Heidelberger Druckmaschienen AG on the successful issue of the EUR 51,000,000 High Yield Bonds. White & Case, Munich as global lead counsel and White & Case, New York, White & Case, London, White & Case, Paris, White & Case, Hong Kong, White & Case, Tokyo, Nauta Dutilh, Amsterdam, Stiekmann Elliott, Toronto, Schönherr, Vienna, Allens Arthur Robinson, Sydney and Gorrissen Federspiel, Copenhagen advised the banks.

Carsted Rosenberg Advokatfirma Advises MGI on US Capital Market Admission

Carsted Rosenberg acted as OTCQX Sponsor for Media and Games Invest SE (MGI) on the successful admission to trading on OTCQX Best Markets operated by OTC Markets Group in New York. The MGI shares are dual-listed on Nasdaq First North Premier Growth Market Stockholm and on the Frankfurt Stock Exchange (Scale Segment). The admission to trading on OTCQX permits trading of the EUR-denominated and European listed shares in USD in the Unites States during US trading hours under the US ticker symbol MDGIF. This enables MGI to leverage its existing stock exchange reporting to access the US capital markets. Together with New York Stock Exchange and Nasdaq, OTC Markets Group ranks among the three largest trading venues for securities in the United States. The increased availability of European shares to be traded in the US greatly increases trading volume and US ownership.