Allen & Overy advises PEXA on AUD1.174 billion IPO

The IPO was ultimately successful, with PEXA listing on the Australian Securities Exchange with an indicative market capitalisation of AUD3.038 billion and enterprise value of AUD3.3bn billion, making it the largest Australian IPO since 2019.

PEXA was formed in 2010 as part of a co-operative initiative between the Australian Commonwealth Government and State Governments to transition property lodgement and settlement away from an outdated paper-based process to a more efficient digital settlement process. 

Allen & Overy acted as the principal legal adviser for PEXA’s dual-track IPO and Trade Sale from 2017-2019, resulting in PEXA being sold to a consortium of Morgan Stanley Infrastructure Partners, Commonwealth Bank of Australia and Link Group. In 2020, PEXA and its major shareholders began exploring another dual-track IPO/Trade Sale process, the IPO was ultimately successful and resulted in Morgan Stanley Infrastructure Partners divesting its full stake in the company, and Link Group and Commonwealth Bank increasing their respective stakes in the company.

A&O partner Tony Sparks said: “As Australian and U.S. counsel to PEXA on its IPO process, our team advised on all aspects of this complex transaction in addition to a diligence role in respect of the Trade Sale. This included advice on PEXA’s new AUD335 million debt facility, tax advice in structuring the offer, ongoing regulatory advice across all workstreams, and specialist due diligence on anti-money laundering, anti-bribery and corruption matters.

“Having worked with PEXA since 2017, our team at A&O has seen firsthand the rapid growth of transaction volumes on PEXA’s platform. Today, more than 80% of all property transactions in Australia are completed via PEXA, and more than AUD1 trillion in property value has been settled through PEXA. The IPO is another step in the company’s swift growth in Australia and overseas.

“It was a pleasure to work with PEXA again, drawing on the expertise of multiple teams within A&O to provide such a broad spectrum of advice on this complex matter. We congratulate PEXA on its highly successful IPO.”

The A&O team was led by partner Tony Sparks. The Australian IPO deal team supporting Tony Sparks comprised partner Meredith Campion, senior associates Nick Harford and Rebecca Anton, and lawyers Isobel Smith, Ashton Pyke, Oliver Mills and James Clark.

The U.S. securities deal team was led by partner Mark Leemen, supported by Peerpoint consultant Nicole Morath and lawyer Edward Ren. The trade sale team was led by partner Michael Reede, supported by counsel Daniel Harris, senior associate Saranpaal Calais and lawyers Varsha Srinivasan, Nicholas Hay and graduate Janna Tay.

The debt team was led by partner Adam Stapledon supported by lawyer Vivienne Zhang and senior associate Catherine Dawson. The tax workstream was led by partner Ka Sen Wong, supported by lawyer Matthew Parsons. Partner Peter McDonald and lawyer Lachlan Shelley provided anti-trust and other regulatory advice to PEXA across all work streams. Partner Jason Gray and lawyer Steven Shuldman conducted due diligence on anti-bribery and corruption and anti-money laundering matters.

The Joint Lead Managers on the IPO were Barrenjoey Capital Partners, Macquarie Capital, Morgan Stanley and UBS.

For more information, please contact Tony Sparks.