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Australian Government Solicitor

 

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Medibank Private Initial Public Offer

The Medibank Private Initial Public Offer (IPO) was the second largest in Australian financial history and the third largest in the world in 2014, raising approximately $5.8 billion.

Scoping study and sale process

AGS acted as the legal process and probity adviser for a Scoping Study examining possible options for the privatisation of Medibank Private, and following the Government’s decision to then proceed with an Initial Public Offer (IPO) for Medibank Private, we were re-engaged by the Department of Finance to undertake the same role on the sale process.

Over a 12-month period the AGS team provided legal process and probity advice for the conduct of the IPO process which culminated in the successful listing of Medibank Private on the ASX in December 2014.

In addition to putting in place a comprehensive and overarching probity framework for the IPO and conducting numerous probity briefings, AGS lawyers advised on Finance adviser procurements; helped design and implement restrictions on participation in the IPO by Commonwealth officers, ministers and their staff, advisers and Medibank personnel; reviewed proposed selling syndicate arrangements including rules of engagement for the retail selling syndicate; advised on conflict, confidentiality and compliance issues, reviewed and advised on proposed ‘Chinese wall’ arrangements in use by selling syndicate members; and advised on the conduct of the institutional book-build and allocation process and final pricing and share allocations. Our lawyers also took part in all Sale Steering Committee meetings and Chaired the Process Review Committee for the IPO.

Our legal team on work relating to the privatisation of Medibank was led by Chief Counsel Commercial John Scala and Garth Cooke as deputy team leader. Other key members of the team were Deputy General Counsel Commercial Paul Lang, Senior Executive Lawyer Clare Derix, Senior Lawyers Kate Brophy and Stuart Hilton, Lawyer Brett Gulley, Senior Legal Assistant Tanya Ferrari and Legal Assistant Michelle Eames.

‘Equity market deal of the year’

AGS won the ‘Equity market deal of the year’ category in the Australasian Law Awards 2015, presented on Thursday 21 May. The award, which covers a number of firms including AGS, is for their work on the Medibank Private IPO. AGS acted as the Commonwealth’s probity advisers on the transaction.

In commenting on the nomination, John Scala said:

‘This recognition from our peers is appreciated by the whole AGS team and reflects the hard work and dedication of the whole team.’

Garth Cooke accepted the award on behalf of AGS and said:

‘For AGS to be recognised for our role on the equity deal of the year is immensely satisfying for all of us who worked so hard on the project through all of 2014. It also shines a light on the significance of the work done by AGS Commercial and the skills and dedication of our lawyers and support staff.’

This is an extract from the 2014–15 AGS annual report