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Katherine Hammond

Expertise

Katherine has over 13 years’ experience specialising in the areas of public and private mergers & acquisitions, equity capital markets (IPOs and secondary raisings), corporate advisory, governance and risk management.

Katherine is also a qualified and experienced ASX listed company secretary. 

Katherine has led many major and complex transactions. Katherine has also worked as inhouse company secretary and legal counsel for dual listed Michael Hill Jeweller (ASX/NSX: MHJ) and holds the ASX recognised qualification, Graduate Diploma of Applied Corporate Governance.

Experience

Katherine's significant experience includes:  

Mergers and acquisitions

  • on-market and off-market takeover advisor to bidder and target ASX listed and unlisted companies (including takeover defence expertise) including:
    • advising Clemenger Group Limited on the successfully implemented scheme of arrangement to enable Omnicom Group Inc (NYSE: OMC) to acquire further shares in Clemenger (2023)
    • advising Quantum Graphite Limited (ASX: QGL) on its off-market takeover bid for Lincoln Minerals Limited (ASX: LML). This transaction involved applications to the Takeovers Panel, including appeals (2022)
    • advising major shareholders of Mainstream Group Holdings Limited (ASX: MAI) in relation to the competing offers by Vistra Group Holdings (BVI) Limited, SS&C Solutions Pty Ltd and SS&C Technologies (SS&C) and Apex Fund Holdings Australia Pty Limited (Apex) which ultimately resulted in a successful scheme of arrangement for the $400m acquisition by Apex (2021)
    • advising National Storage REIT (ASX: NSR) on its defence of $1.9 billion takeover bids from three competing bidders: US-listed Public Storage, Warburg Pincus and Gaw Capital Partners (2020)
    • advising National Veterinary Care Ltd (ASX: NVL) on its $251.5m scheme of arrangement for its acquisition by VetPartners NVC Pty Ltd (2020)
    • advising Sentinel Property Group in its $12.5 million off-market takeover bid, and subsequent compulsory acquisition, of Unity Pacific Group, a property funds group with stapled securities (2016)
    • advising private Chinese port operator, Landbridge Group Co Ltd on its successful off-market $180 million takeover of prominent Queensland-based ASX listed coal seam gas producer, Westside Corporation Limited. The transaction represented the first hostile transaction carried out by a Chinese entity in Australia (2014)
    • advising Jindal Steel & Power (Australia) on its AUD $221.61 million on-market takeover offer for coal producer Gujarat NRE Coking Coal (2013)
    • advising Jindal Steel & Power (Australia) on its on-market takeover bid for Rocklands Richfield (2013)
    • advising MetroCoal Limited (now Metro Mining Limited) (ASX: MMI) on its successful acquisition of 100% Cape Alumina Limited (ASX: CBX) via scheme of arrangement (2013 – 2014) (withdrawn), on-market takeover bid to acquire a strategic 46% interest (2014) and then off- market takeover bid (2014) to acquire the remaining shares.
  • advising vendors, purchasers and target companies on private M&A (share, asset and business sales) including advising:
    • Enero Group Limited (ASX: EGG) on its acquisition of US established company ROI DNA, for US$26.4m cash and US$6.6m EGG shares; and on its acquisition of Singaporean established company GetIT, for S$2.7m cash and S$1.8m EGG shares (2022)
    • Endata Pty Ltd on the sale of the company (and its business) (via share sale) to Solera Inc. ENData is a Brisbane- based insurance technology company that provides claims and supply chain management solutions to the general insurance industry in Australia (2021)
    • Corporate Travel Management (ASX: CTD) in connection with its acquisition of Travel & Transport (2020)
    • De.Mem Limited (ASX: DEM) on its acquisition via share sale of Akwa-Worx, a leading provider of water treatment facilities, for $1.96M plus up to $750,000 deferred consideration comprising cash and listed shares
    • Cruise Whitsundays (Cruise) vendors on the sale of the company and its business to Quadrant Private Equity. Cruise is the owner and operator of ferry operations servicing resorts in the Whitsunday Islands;
    • Cloud9, a cloud technology software information exchange platform, and IdeaObject, healthcare information business, in a sale to Telstra Health
    • Arrow Energy on the acquisition of the Braemar 2 Power Station from ERM Power (2010)
    • Volga Elderberry Pty Ltd on the $28.8 million sale of the company including its multiple tenements (via share sale) to Malachite Resources (ASX: MAR).

IPOs and capital markets

  • advising on ASX and foreign exchange listings, initial public offerings and secondary capital raisings including:
    • advising Corporate Travel Management (ASX: CTD) on its $400m underwritten capital raising (ANREO) to fund the acquisition of US business Travel & Transport (2020)
    • advising Aurelia Metals Limited (ASX: AMI) on its underwritten capital raising (ANREO) to fund the $200m acquisition of Dargues gold mine (2020)
    • advising Lazard (manager) on Peabody Energy Corporation’s 2020 debt note exchange offer in connection with its re- finance (2021)
    • advising Jumbo Interactive Limited (ASX: JIN) in the placement of 13 per cent of its shares to Tatts Group Limited for $15.66M
    • advising MetroCoal Limited (now Metro Mining Limited) (ASX: MMI) on the $24 million placement of shares to DADI Engineering Development Group
    • advising a United States investment fund on and drafting numerous equity line and convertible security agreements
    • advising Michael Hill Jeweller (ASX: MHJ) on its restructure of the corporate group and re-domicile from New Zealand to Australia, including the transition from a primary listing on the NZX to a primary listing on the ASX (with a dual listing on the NZX) (2016)
    • advising Site Group International (ASX: SIT), which provides tertiary training in Australia and the Philippines, on its $5 million IPO and backdoor listing on the ASX (2010)
    • advising Renaissance Uranium on its $6 million IPO and ASX listing (2010-).

Corporate and commercial advisory

  • trusted advisor to listed, public unlisted and private company directors, general counsel, company secretaries and financial advisors/ investment banks on a full range of corporate and commercial matters including:
    • continuous disclosure
    • insider trading
    • ASX Listing Rules and Corporations Act
    • AGMs and EGMs
    • share buy backs
    • dividend payments
    • regulatory compliance (FIRB, ACCC, ASX and ASIC)
    • shareholder agreements and disputes
    • board, head office and governance
    • employee incentive plans
    • crisis, brand & reputation and risk management
    • joint ventures
    • corporate structuring
    • underwriting agreements
    • ESG, CSR, modern slavery and anti-bribery.

Publications

15 March 2023 - Knowledge

Key lessons from ASIC’s first court action against greenwashing by super fund

#Corporate & Commercial Law, #Environmental, Social and Governance (ESG), #Superannuation, Funds Management & Financial Services

ASIC has launched its first court action against Mercer Superannuation for allegedly making false claims about its sustainable investment options. What can businesses learn from this case?

02 November 2022 - Knowledge

Applying for your Director Identification Number: FAQ

#Corporate & Commercial Law

With the deadline fast-approaching, we answer some common questions to help company directors navigate the Director ID application process and how they can lodge their application before 30 November 2022.

13 April 2022 - Knowledge

Franchisors beware: Five important changes to penalties and obligations under the Franchising Code

#Corporate & Commercial Law

From 15 April 2022, a raft of changes to the penalties and obligations under the Franchising Code of Conduct will be introduced as part of an ongoing reform to encourage better compliance with existing franchising legislation. We highlight five most important things that franchisors need to know and be prepared for in light of these changes.