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News | Gadens welcomes Elisa Jane Carmichael for traditional weaving circle workshop

Recently, Gadens’ employees were privileged to take part in a Weaving Circle hosted by Quandamooka woman Elisa Jane Carmichael. During this session, participants learnt traditional techniques to weave their own bracelet or bookmark. Elisa honours her salt-water heritage by incorporating materials collected from Country, and shared stories throughout the session about Quandamooka and her artistic practice.
Gadens has a long-standing commitment to the arts, and this session was in support of Gadens’ commitment to reconciliation.

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Media release | Gadens celebrates 22 senior promotions

Gadens is extremely proud and excited to announce 22 senior promotions effective 1 January 2021, over half of whom are women. The promotion of each of these people further emphasises the depth of expertise, dedication to our clients and extensive experience present within Gadens. They are:
Adrian Clifford, Special Counsel – ConstructionAndrew Mackenzie, Director – PropertyAngela Szczepanski, Director – Corporate AdvisoryLara Cresser, Director – Corporate AdvisoryMelissa Phillips, Special Counsel – Corporate AdvisoryNatalie McCabe, Special Counsel – Disputes
Briony Foxe, Senior Associate – Property / Retail LeasingCeleste Bennett, Senior Associate – Corporate AdvisoryMatthew Lunney, Senior Associate – DisputesMichael Mercier, Senior Associate – Property / Retail LeasingMitchell Byram, Senior Associate – DisputesMitchell Potter, Senior Associate – Banking and FinancePhilip O’Brien, Senior Associate – DisputesPhoebe Brosnan, Senior Associate – DisputesRachel Ong, Senior Associate – ConstructionRaisa Blanco, Senior Associate – Intellectual Property and TechnologyRoss Wilson, Senior Associate – Corporate AdvisoryShane Wacker, Senior Associate – Corporate AdvisoryTahlia O’Connor, Senior Associate – DisputesTherese Megens, Senior Associate – DisputesWilliam Zhang, Senior Associate – Corporate AdvisoryYasmin Hijazi, Senior Associate – Banking and Finance
We also celebrate the following significant senior appointments made during the course of the last 12 months:
Kate Mills, Partner – Banking and Financial ServicesMatthew Burge, Partner – Corporate AdvisoryVaughan Petherbridge, Partner – Corporate Advisory
Anna Koumides, Special Counsel – Banking and FinanceDeivina Peethamparam, Special Counsel – Employment AdvisoryMatthew Trinca, Special Counsel – Banking and FinanceWinnie Sinn, Special Counsel – Corporate Advisory
Commenting on the promotions Mark Pistilli, Chief Executive Officer, says:
“These appointments and promotions reflect the hard work, commitment and dedication of each person, for the benefit of our clients and our firm. For our clients, these appointments enhance our capabilities to provide greater depth and breadth of services. Gadens is fortunate to have people of such high calibre, with an incredible passion for what they do. “Of all appointments across our firm, over 60% are women which demonstrates our commitment to diversity and inclusion at our firm. Promotions are a significant achievement at any stage of one’s career, and something that each one should be proud of. It recognises their hard work, performance and contribution. I congratulate each of them on their new role at Gadens.”
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Media release | Gadens investigates potential class action against the South Australian Government

On and from Wednesday, 18 November 2020 until Sunday, 22 November 2020, the South Australian Government imposed strict ‘stay at home’ lockdown laws impacting thousands of businesses across South Australia (the Lockdown).
Initially intended to be a 6-day lockdown, the Government’s decision to impose the Lockdown was based on information provided to the Government, which was swiftly established to be false.
The Lockdown has understandably raised concerns in the business community, as the lockdown decision was swiftly lifted once the falsity of the information relied upon from one individual was established.
Gadens has commenced an investigation as to whether the Lockdown is actionable, given the lockdown was lifted once the falsity of the information relied upon from one individual was established.
If it is considered that there is an actionable claim against the South Australian Government, Gadens will investigate the commencement of a Class Action against the State of South Australia.
Any interested and affected persons are invited to register by clicking the “register” button and following the prompts here: https://classactions.gadens.com/Actions/Details/15.
Those registering their interest will be kept informed of developments of our investigation and can contact Gadens with any queries. There is no charge for registering your interest. Gadens’ privacy policy (https://www.gadens.com/privacy-policy/) will apply to those registering.
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News | Gadens appoints leading regulatory specialist in Sydney

Gadens has appointed Kate Mills as a partner in Sydney.
Kate, a former King & Wood Mallesons partner and adviser to Government, specialises in corporate and regulatory matters particularly in connection with corporate transactions, regulatory reviews, enforcement and investigations. More recently, Kate acted as a policy advisor to Federal Treasury, and was Chair and Convenor of the ASIC Enforcement Review Taskforce and the Government expert panel on corporate whistleblowing, both of which resulted in substantial legislative and regulatory reforms in 2019 and 2020.
Kate was formerly the General Counsel to the Financial Adviser Standards and Ethics Authority (FASEA), which is responsible for the development and enforcement of professional standards in the financial services sector, and was involved in consultations with the team that developed the Banking Executive Accountability Regime.
“Kate’s appointment is part of the continued growth of our Sydney office, which we are accelerating. We are building a high quality firm, with quality individuals. Kate is a market leading financial services lawyer, and exactly the kind of partner we want in our firm. She joins a number of leading partners who have already joined Gadens in Sydney, and we are hoping to announce more soon. We are currently in discussions with a number of other firms and high-profile partners as we look to grow the firm aggressively in Sydney”, said Mark Pistilli, CEO.
“Kate is a wonderful complement to our well established Corporate, Litigation and Banking practices, broadening our skills in regulatory and financial services which as we all know is a critical sector of the economy and particularly in the financial centres of Sydney and Melbourne” said Mark.
Commenting on her appointment, Kate said:“I was attracted by the ambition and direction Gadens is taking under Mark Pistilli’s leadership. Gadens is positioning to become a serious contender in the Sydney commercial legal market, following a series of strategic appointments and progressive client offerings, which has seen it acquire leading roles on some of the most high profile matters of recent times. There’s a buzz about Gadens and it’s a transition I am excited be part of.
“Gadens and its clients have tackled 2020 head on, proving to be resilient in the face of uncertainty. Our multidisciplinary teams have worked on a range of market-leading matters this year, including the sale of Citadel to PEP, two successful IPOs in Aussie Broadband and 4D Medical and the restructuring of LJ Hooker. Gadens is in prime position to continue to grow and partners like Kate are what we are looking for to help us do so”, concludes Mark.
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Deal Profile | Gadens advises Aussie Broadband on successful ASX listing

Gadens advised Aussie Broadband Limited (ASX: ABB) on its A$40 million initial public offering (IPO) and its successful listing on the Australian Securities Exchange (ASX).
Aussie Broadband is the fifth largest provider of NBN services nationally. Founded in 2003, the Australian owned and operated telecommunications company has over 250,000 customers across Australia.
Commenting on Aussie Broadband’s successful listing, partner Jol Rogers said: “It was a pleasure working with the Board and management of Aussie Broadband. We are proud to have been part of the successful IPO team for an Australian business with deep roots in regional Victoria and a strong focus on its customers, people and culture. The company is growing quickly and listing on the ASX will provide a strong platform to pursue further growth.”
The equity capital markets (ECM) team at Gadens has seen a wave of activity in 2020, supporting Aussie Broadband through its IPO which follows on from 4DMedical’s recent IPO and numerous secondary raises.
Shaw and Partners Limited acted as lead manager and underwriter and Findex Group Ltd acted as corporate adviser to the company.
Deal value: A$40 million raised with $190.5 million market capitalisation on listing.
Practice group: Corporate / ECM.
Key team members: The IPO process was led by corporate partner Jol Rogers who was supported by Melissa Phillips (Senior Associate), Gary Lim (Associate) and lawyer Brittany Kluske.
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Deal Profile | Gadens advises on 2020’s largest almond orchard sale

National firm Gadens has advised United Almonds Limited (UAL), Bright Light Agribusiness Pty Ltd (BLA) and Lake Lucas Almonds Pty Ltd (LLA) on their proposed sale of the 1,566 hectare north-western Victorian Piangil Almond Orchard to Australia’s largest almond producer, Select Harvests Limited (SHL) (ASX: SHV). The acquisition consideration is A$129m, making it one of the largest agribusiness transactions of 2020. ACCC approval has been obtained with the transaction remaining subject to UAL scheme member and Court approval, with completion anticipated to be by the end of 2020.
UAL sale aspect involves 14 managed investment schemes (with over 600 members), which make up 7 scheme projects. This pool represents one of the largest in the context of Australian agricultural managed investment schemes. UAL operates as the project manager, trustee and responsible entity in connection with those managed investment schemes. BLA and LLA are private sellers.
Commenting on the transaction, partner Richard Partridge said: “We are extremely proud to be advising the vendor parties on the sale of Piangil Almond Orchard to Select Harvests. The sale is an exciting transaction for all parties involved and we would like to recognise the tireless efforts of all concerned. Agribusiness is a significant practice line at Gadens and we are proud to continue advising and supporting our clients in an ever demanding market. It’s a precious centrepiece of Australia and the economy.”
Minter Ellison acted as legal advisors for Select Harvests Limited.
Deal value: Combined A$129m.
Practice group: Corporate Advisory & Property
Key team members: Gadens partner Richard Partridge led the transaction, supported by special counsel Winnie Sinn, associate Edward Smith and lawyer Brittany Kluske all from the Corporate Advisory Team. Special counsel Sean Huggins and lawyer Rachel Yard from the Property Team also assisted on the transaction.
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Deal Profile | Gadens advises The Citadel Group on sale to Pacific Equity Partners

Gadens has advised the Board of The Citadel Group (Citadel) (ASX: CGL) on its entry into a binding Scheme Implementation Deed with Pacific Group Bidco Pty Ltd, an entity owned by funds advised by Pacific Equity Partners (PEP), under which it is proposed that PEP will acquire 100% of the shares in Citadel by way of a scheme of arrangement. The transaction has an enterprise value of A$503.1m, valuing Citadel’s equity at A$448.6m. The transaction is subject to customary conditions with a scheme meeting to approve the transaction expected to be held in early December 2020.
Gadens has advised Citadel, an enterprise software and service company, for a number of years and was pleased to continue to do so on their sale to Australian private equity investment firm, PEP. The sale gives further opportunity for Citadel to grow and expand their operations in the technology sector with the option for its current shareholders to retain an indirect interest in the business.
Gadens Chairman and head of the corporate team, Jeremy Smith, says: “We are delighted to have had the opportunity to advise Citadel on this transaction. Following its recent acquisitions of the Wellbeing Software Group and Noventus, Citadel has been on a phenomenal growth journey and has positioned itself as one of Australia’s leading software companies. We are extremely proud to have supported Citadel on its journey through an IPO in 2014 and subsequent growth initiatives.”
Reflecting on the team’s recent activities, partner Jol Rogers said: “In a dynamic business environment, Gadens has continued to support its clients on a range of deals from primary and secondary capital raises to more recent engagements as M&A activity has rebounded.”
The acquisition of Citadel follows the recent announcements of Gadens advising 3P Learning on its scheme implementation agreement with IXL Learning, as well as advising 4DMedical on its successful ASX listing last month.
Macquarie Capital (Australia) acted as financier adviser to Citadel.
Deal value: Enterprise value of A$503.1m, equity value of A$448.6m.
Practice group: Corporate Advisory.
Key team members: Gadens partners Jeremy Smith and Jol Rogers led the transaction, supported by senior associate Steven Wambeek, associate William Zhang and lawyer Elizabeth Gregory.
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Deal profile | Gadens advises PDG Corporation on the $170 million construction financing of the QVM Munro development in Melbourne’s Queen Victoria Market Precinct

Gadens has advised PDG Corporation on the $170 million construction financing with National Australia Bank Limited for the QVM Munro site in the Queen Victoria Market Precinct.
The QVM Munro development is a landmark $450 million mixed-use commercial and residential development on the Munro Site within the Queen Victoria Market Precinct, forming an important part of the program of the City of Melbourne’s renewal of the precinct. It is due for completion across 2021 and 2022. The development includes a 490 unit residential ‘build to rent’ residential tower, as well a boutique hotel, a community centre, retail spaces and car parking for the Munro Site as well as the Queen Victoria Market.
Gadens advised on and negotiated the debt facilities together with negotiation of complex tripartite arrangements with Mirvac Constructions, Mirvac Build to Rent, City of Melbourne, Hamilton Marino and Veriu Hotels. Gadens’ Property and Construction Groups advised PDG Corporation on the real estate and construction aspects of the development.
Doug Scobie, Partner said: “We are delighted to have advised PDG Corporation on the landmark QVM Munro Development, it is an integral part of the City of Melbourne’s renewal of the precinct.“
Practice group involved:
Banking & Finance; Property; Construction.
Key team members:
The Gadens team comprised Doug Scobie, Partner and Matthew Trinca, Special Counsel from the Corporate and Institutional Banking and Finance Group, along with Partners Daniel Middleton and Tony Greenaway from the Property and Construction Group.
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Deal profile | Gadens advises 4DMedical on successful ASX listing

Gadens has advised 4DMedical Limited (4DMedical) on its A$55.79 million initial public offering (IPO) and its successful listing on the Australian Securities Exchange (ASX).
4DMedical, a lung imaging technology specialist, announced an IPO last month and will begin trading on the ASX today (Friday, 7 August 2020), one week earlier than planned.
4DMedical’s patented XV Technology provides four-dimensional respiratory analysis, enabling highly detailed maps of patients’ lung function. The technology is non-invasive and improves the ability of physicians to diagnose and manage lung diseases. The adoption of a software-as-a-service model also allows for rapid scalability.
The team at Gadens worked closely with the management team and board at 4DMedical on successful completion of the IPO and ASX listing. The IPO was completed ahead of schedule in response to high demand, with the money raised directed toward product research and advancing technology. Gadens’ corporate team was supported by other specialist teams within the firm.
“It was a pleasure working with the 4DMedical team and its other advisers on this important moment in the company’s history. The success of the IPO in challenging economic times is a testament to the focus and hard work of the management team. We wish 4DMedical every success and look forward to working with the business in its new life as a listed company”, commented Jol Rogers, Gadens’ partner who led the team.
Professor Andreas Fouras, CEO of 4DMedical, said of the successful listing: “We are pleased to work closely again with Gadens. The Gadens team did an exceptional job to support completion of our IPO in difficult market conditions and on an ever compressing timeframe.”
Gadens partner James Beckley added: “4DMedical have a first class team, story, culture and, above all, product offering that has the real potential to revolutionise their field and improve the health outcomes for millions globally. Gadens was again delighted to assist management and the Board across this milestone transaction, which provides 4DMedical the footing to pursue their ambitious growth strategy.”
Deal value: A$55.79 million raised with A$193 million market capitalisation on listing.
Practice group: Corporate/ECM.
Key team members: Gadens partner Jol Rogers led the IPO process with partner James Beckley, supported by Melissa Phillips (Senior Associate) and William Zhang (Associate). Partner Brett Feltham supported on specialist employment issues. 
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Media release | Gadens congratulates digital communications platform Remitter on their Best New Tech win at iA Strategy & Tech 2020

Gadens congratulates its client Remitter on its recent victory at iA Strategy & Tech 2020, where its digital communications platform was named Best New Tech for Day 1 of the digital conference and Overall Best New Tech for the entire event.
Powered by Artificial Intelligence, Remitter’s digital communications solution helps optimise customer engagement and maximise revenue. This mobile-first communication (text and email) platform uses AI to deliver frictionless and adaptive customer experiences to a range of industries. Founded in Australia, Gadens is pleased to have been advising Remitter since its launch in 2018. This is an exciting time for Remitter as it continues to grow in the US market, and this award gives well-deserved recognition for the rapid growth and customer-centric development of the Fintech business to date. Gadens has supported Remitter, providing advice in relation to the original business structure and fundraising activities, and its acquisition of rights in relation to the technology, including the right to market and operate the technology in the Americas.
Stephen Borg, Chairman of Remitter stated: “At Remitter we are thrilled to have been recognised at the iA Strategy & Tech 2020 Conference. The company is on an exciting journey and we are thankful to Gadens for their professional advice from the very start.”
Practice group involvement: Corporate Advisory, and Intellectual Property and Technology groups.
Key team members: Partner Antoine Pace has provided ongoing advice from an Intellectual Property and Technology perspective, assisted by Associate Raisa Blanco. On the Corporate Advisory side, Partner Michael Kenny has advised with assistance from Associates Lauren Guercio and Kaleb Cox, as well as Lawyer Brittany Kluske.
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Deal profile | Gadens advises Computershare Limited Group on US$500m syndicated financing

Gadens has advised Computershare Limited Group (Computershare) as lead counsel on the amendment and extension of its US$500m syndicated facility which closed in June 2020. The syndicated facility comprises a New York law governed US$500m Syndicated Facility Agreement. The financing was structured under Computershare’s existing common terms deed poll and guarantor deed poll structure.
As lead counsel Gadens coordinated other leading firms in the various jurisdictions advising Computershare and the Finance Parties on the matter. The Lenders who participated in the amended and extended New York law governed syndicated facility comprised 10 local and overseas banks (including the 9 banks from the original syndicate) from Australia, the United States, Canada, Asia and Europe.
Gadens was pleased to once again work with and advise Computershare, following on from a number of recent matters, including its US$900m syndicated facilities financing in 2018 and various subsequent bilateral facilities.
Deal value: US$500m
Practice group involved: Banking & Finance
Key team members: The Gadens team comprised Matthew Trinca, Special Counsel; Yoni Baker, Lawyer and; Doug Scobie, Partner.
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Deal profile | Gadens advise administrators of iconic LJ Hooker

Gadens has advised KPMG as voluntary administrators of certain entities within the iconic Australian and New Zealand real estate group LJ Hooker, with creditors voting in favour of a DOCA proposal which will see the key entities out of administration and placed into the hands of existing management.
The successful DOCA proposal was put forward with the backing of the chairman of the LJ Hooker group, L Janusz Hooker, grandson of LJ Hooker and the New York based billionaire Michael Fuchs (co-founder of influential US real estate business RFR Holdings).
The multi-disciplinary Gadens team, led by James Roland, was engaged by KPMG in June 2020 once the voluntary administrations commenced. Gadens assisted KPMG to consider numerous proposals to acquire and recapitalise the household name.
The high profile transaction ultimately approved by the creditors will see a debt reduction of up to $10 million for the nearly 95 year old business which spans Australia, New Zealand, Indonesia and PNG, with an equity commitment of $30 million to support the business moving forward. 
The voluntary administrations have involved several international players, most significantly UK based secured lender, Intermediate Capital Group (ICG), and Singapore-based bidder (and secured creditor of other entities in the LJ Hooker group), Koi Structured Credit. Local players included Anchorage Capital Partners, which also put forward a proposal to acquire and recapitalise the brand.
The Gadens team worked side-by-side with Allens Linklaters acting as advisors to ICG; Gilbert + Tobin as advisors to LJ Hooker; Ashurst as advisors to Anchorage Capital Partners and Baker & McKenzie as advisors to Koi Structured Credit. This transaction further embeds Gadens as a key advisor in restructuring and insolvency matters for Australian enterprises.
This transaction follows several other significant restructuring matters the Gadens team have worked on in recent months, including the refinancing and corporate reorganisation of Rapid Loans Group and ongoing voluntary administration of gaming operator Silver Heritage Group.
Commenting on the transaction, lead partner, James Roland said: “We are pleased to have advised KPMG in relation to this technically challenging and complex restructuring. This has been an enormously rewarding engagement for our team on several fronts. That said, the real enjoyment (and satisfaction) on this matter has been the opportunity to work as a team with KPMG to deliver this result.”
Gadens CEO, Mark Pistilli adds: “This is exactly the kind of high profile and complex matter where Gadens is playing an active part in this market, and I am really pleased to see us at the table alongside leading firms like G+T, Allens, Ashurst and Bakers. The leading roles we have recently played in the Rapid Loans Group and Silver Heritage Group matters, and now on LJ Hooker, show that we belong at that table with Australia’s leading restructuring and insolvency advisers. James and Clem are market leaders, and they can bring along our deep expertise in corporate, property, banking, disputes and other areas to support the most complex restructurings across the country and the region.”
Practice groups involved: Restructuring and Insolvency, Corporate Advisory, Banking and Finance.
Key team members: The transaction was led by partner James Roland who worked with senior associate Clementine Woodhouse (Restructuring and Insolvency), and partners including Elliot Raleigh (Banking and Finance), Jeremy Smith, Robert Tracy, Hazel McDwyer and Brett Feltham (Corporate Advisory), and special counsel Breanna Davies (Corporate Advisory) rounded off the multi-disciplinary team that worked on the matter.
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Deal profile | Gadens helps Viva Leisure on its most exciting acquisition to date

Gadens has advised Viva Leisure on its contracted acquisition of Australian Fitness Management Pty Ltd, the master franchisor of the Plus Fitness franchise of health clubs.
Viva Leisure operates health clubs across the Australian eastern seaboard with brand names under its banner including Club Lime, HIIT Republic, Gymmy PT, Fit N Fast. The Plus Fitness franchise comprises approximately 200 health clubs across Australia, New Zealand and India, with the acquisition allowing Viva Leisure to break into new markets. 
In a year marked by challenges world-wide for the fitness industry, Viva Leisure continues to build on its exponential growth since first listing on the ASX in June 2019, which was touted as the fifth-best performing IPO of the 2019 calendar year. Since then, it has completed the acquisition of health club chain Fit N Fast in February 2020, followed by a successful fully underwritten A$25 million institutional placement and accelerated non-renounceable entitlement offer in June 2020.
Gadens acted as advisers to Viva Leisure through all legal aspects of the binding agreement negotiations. 
Commenting on the transaction, Jeremy Smith said: “We are delighted to once again play a significant role in the expansion of Viva Leisure into new markets. After assisting Viva Leisure navigate through the challenges 2020 has brought to the fitness industry, it is pleasing to see the market continue to react positively to the strong brand the team at Viva Leisure has developed, allowing them to pursue new and exciting opportunities such as the acquisition of Plus Fitness.“
Our team: The team was led by Partner and Chairman Jeremy Smith and the Corporate Advisory Team’s Steven Wambeek (Senior Associate) and James Langanis (Associate), strongly supported by the Gadens specialist Franchising, IP/IT, Employment and Property teams.
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Deal Profile | Gadens’ ECM team helps clients navigate challenging times

Despite increased levels of investor uncertainty and market volatility, the Gadens equity capital markets team (ECM team) has seen a wave of activity in recent months, with many listed entities undertaking capital raises.
The initial upsurge of activity was driven by businesses seeking to strengthen balance sheets by utilising the additional placement capacity made available by ASX under its temporary relief class waiver introduced (and recently extended) to combat the impact of COVID-19. More recently, we have seen funds being raised to pursue growth opportunities, including both current and future acquisition opportunities.
In recent weeks, the Gadens ECM team has advised on the following transactions:
Medical imaging company, Mach7 Technologies Limited (ASX: M7T) on its A$34.8 million institutional placement and accelerated non-renounceable entitlement offer (with a fully underwritten retail component) to fund the CA$38.5 million (~A$40.8 million) acquisition of Client Outlook Inc, a Canadian company specialising in enterprise viewing technology.
Health club owner and operator, Viva Leisure Limited (ASX: VVA) on its fully underwritten A$25 million institutional placement and accelerated non-renounceable entitlement offer.
Cybersecurity company, Firstwave Cloud Technology Limited (ASX: FCT) on its A$14.9 million institutional placement and accelerated non-renounceable entitlement offer with a fully underwritten retail component.
Regulatory technology company, Kyckr Limited (ASX: KYK) on its A$8 million institutional placement and A$2 million share purchase plan.
Health technology company, Medibio Limited (ASX: MEB) on its A$2 million institutional placement and fully underwritten non-renounceable entitlement offer.
eHealth SaaS company, Respiri Limited (ASX: RSH) on its A$2 million placement to institutional investors and A$3 million share purchase plan.
This uptick in capital markets activity follows on from Gadens advising The Citadel Group Limited (ASX: CGL) on its fully underwritten A$127 million institutional placement and associated £103 million (A$198 million) acquisition of leading UK radiology and maternity software solutions provider, Wellbeing Software Group, which completed in April 2020.
Gadens Partner Michael Kenny explains that: “Despite the difficulties the market has had to absorb during the COVID-19 pandemic, we are still seeing a strong level of activity as companies undertake capital raises to prepare themselves for future growth. Our team has completed a number of raises in recent months with more already in the pipeline.”
Our team: The Gadens equity capital markets team is led by partners Jol Rogers and Michael Kenny.
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Deal Profile | Gadens advises Mach7 Technologies on ANREO to fund transformational acquisition of Client Outlook

Gadens has advised ASX listed Mach7 Technologies Limited (ASX: M7T) on its A$34.8 million institutional placement and accelerated non-renounceable entitlement offer to fund the CA$38.5 million (approx. A$40.8 million) acquisition of Canadian company Client Outlook Inc, a specialist enterprise viewing technology company.
The transaction is transformational as the acquisition completes Mach7’s enterprise imaging solution and allows the combined entity to provide a unique enterprise-wide solution to the healthcare imaging market.
Gadens has been working with Mach7 since 2015 and was delighted to work with the company on this transaction. Gadens advised on all legal aspects of the capital raise and the Australian aspects of the acquisition. The acquisition is due to complete in mid-July, subject to customary conditions.
Commenting on the transaction, Jol Rogers said: “Our team is pleased to have supported Mach7 on this transformational deal for the company. We have worked with Mach7 for a number of years and are excited about what the combination with Client Outlook means for its continued growth.“
Practise groups involved: Corporate Advisory.
Key team members: The transaction was led by partner Jol Rogers who worked with senior associate Steven Wambeek and associate William Zhang.
Matter significance: The acquisition of Client Outlook positions Mach7 to pursue growth in a larger addressable market. The transaction caps a busy period for the Corporate Advisory Team at Gadens, which has assisted a number of listed clients in recent months to raise funds for working capital and to pursue growth opportunities.
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News | Gadens relocates to new home at Collins Arch

Gadens has today moved into its new Melbourne home at Cbus Property’s $1.25 billion Collins Arch precinct in the Melbourne CBD. Not only is Collins Street Melbourne’s premier business address, but Collins Arch is now one of Melbourne’s landmark sites.
“We first announced our intention to move to Collins Arch in late 2016, and over the last three-and-a-half years the excitement within the firm has been growing every day,” says Mark Pistilli, Gadens Chief Executive Officer. “Developed by Cbus Property, a key client of our firm, Collins Arch is an iconic Melbourne development and we’re delighted to be the first law firm moving into the building.”
The move will see over 250 people from Gadens move in to occupy two-and-a-half floors of Collins Arch. The relocation of the Melbourne office to this landmark building will provide Gadens with a solid foundation to grow its service offering to clients and provide staff with a modern working environment.
Gadens’ association with Collins Arch extends beyond being a tenant. The firm has been involved in many aspects of this premier development, even before it broke ground. Andrew Kennedy, Gadens National Head of Property, Construction & Planning explains:
“This is a project that Gadens has had a very close involvement in, so it’s great to finally be able to call Collins Arch home. This has been a significant and complex project, and is one of Australia’s largest mixed-use developments with a combination of office and retail space, a five-star hotel and luxury residential apartments across the two towers.
“Gadens acted on the initial acquisition of the site and our Corporate Team was also involved in the structuring of the acquisition as well as the subsequent sale of 50% to ISPT. Our Property, Construction & Planning Group advised Cbus Property in relation to many aspects of the construction and we are currently undertaking leasing work in relation to the completed development project. Our Banking & Finance Group worked on all financing matters related to the transaction which included both the syndicated construction financing and the long term post-construction financing. This has really been a fantastic whole-of-firm effort,” concludes Andrew.
Doug Scobie, Gadens National Head of Corporate and Institutional Banking & Finance, adds: “The financing and security arrangements were particularly complex for a number of reasons including the size and multi-faceted nature of the development, the number of counterparties involved in the project including Multiplex (as builder), key tenants (including a number of leading law firms) and Daisho as purchaser of the hotel. There were also several clean energy-related terms and provisions negotiated as part of the post-construction financing with the Clean Energy Finance Corporation.”
“Collins Arch was designed to be a signifier of leading design and instantly recognisable as a statement of Melbourne’s premier status globally,” said Cbus Property‘s Chief Executive Officer, Adrian Pozzo. “We are pleased to welcome Gadens to Collins Street’s new pinnacle address and, as a law firm committed to positioning itself as a best practice organisation and employer of choice, we are confident Collins Arch will offer the best place to grow and demonstrate these commitments”.
“We have aimed to deliver a modern and carefully considered physical collaboration space for our clients and our people, and I am delighted with what has been delivered”, says CEO Mark Pistilli. “Gadens continues to evolve in today’s quickly changing landscape to enable us to meet the needs of our clients, providing innovative solutions and an outstanding experience. Our new office space, coupled with our technology-based service delivery and products, allows us to meet our client’s needs in a market-leading and efficient way. With a flexible fit-out designed with collaboration at its heart, our new premises will contribute to ensuring that our clients continue to be supported in the way that Gadens is known and respected for.”
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News | Gadens is on the move in Melbourne

On 22 June 2020, Gadens will move into new office space at the iconic Collins Arch building at 447 Collins Street in Melbourne. Not only is Collins Street Melbourne’s premier business address, but Collins Arch is now one of Melbourne’s landmark sites.
“We have aimed to deliver a modern and carefully considered physical collaboration space for our clients and our people, and I am delighted with what has been delivered”, says CEO Mark Pistilli. “Gadens continues to evolve in today’s quickly changing landscape to enable us to meet the needs of our clients, providing innovative solutions and an outstanding experience. Our new office space, coupled with our technology-based service delivery and products, allows us to meet our client’s needs in a market leading and efficient way.”
With a flexible fit-out designed with collaboration at its heart – driven through technology and purpose-built spaces for client engagement and working environments that support team collaboration while protecting the health and safety of people in the space – our new premises will contribute to ensuring that our clients continue to be supported in the way that Gadens is known and respected for.
“Gadens is available to service the needs of our clients, and all of our people are equipped and motivated to guide and support our clients through these tough times and afterwards”, concludes Mark.
From Monday, 22 June 2020, our new office details will be as follows:
Level 13, Collins Arch447 Collins StreetMelbourne VIC 3000
T: 03 9252 2555www.gadens.com
Only our physical address will be changing, and all other contact information (including telephone numbers) remains the same.
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News | National Reconciliation Week 2020

Gadens respectfully acknowledges the Traditional Owners of the land upon which it operates and pays respect to Elders – past, present and emerging. In line with this year’s National Reconciliation Week theme, Gadens is committed to be ‘In this together,’ with Aboriginal and Torres Strait Islander individuals and communities to achieve reconciliation.
#NRW2020 #InThisTogether2020

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Deal Profile | Gadens advises e-sports Guru Luke Millanta as he joins Hive Gaming in their exciting e-sports venture

Gadens has advised former professional e-sports gamer Luke Millanta, in a deal which saw the virtual goods trading and data analytics platforms that he had developed under his business Brackenwood Systems, being acquired by Hive Gaming. As part of the deal, Luke joins the online gaming company as their new Chief Technology Officer.
Luke had previously held the positions of Chief Data Scientist and Chief Information Officer at FirstWave Cloud Technology (ASX: FCT), where at the time, he was the youngest CIO at an ASX-listed company.
Hive Gaming is controlled by rich lister brothers, Jack and Michael Wu, who joined the e-sports company in 2019 after their successful sale of part of Australian supplement and beauty product company Nature’s Care the previous year. Their plans for Hive Gaming are substantial with their first new product, Necta slated for release in Q1 FY2021. The COVID-19 pandemic and associated home isolation measures are proving a boon for Australia’s fast-growing e-sports industry, and by acquiring Millanta’s IP and having Millanta join as a shareholder and as part of their management team, Hive Gaming is working towards an exciting series of product announcements.
Gadens was engaged by Millanta to advise on the entire transaction including the transactional documents, IP assignment documentation, and of course documents governing the parties’ ongoing relationship.
Asked about his lawyers’ assistance, Luke said: “The lawyers at Gadens are incredibly professional and their turn around and responsiveness are exceptional. I could not have negotiated and closed such an amazing deal without them.”
Practice groups involved: Intellectual Property and Technology, and Corporate Advisory groups.
Key team members: The team was led by partners Antoine Pace (Intellectual Property and Technology) and Michael Kenny (Corporate Advisory), supported by associate Kaleb Cox (Intellectual Property and Technology) and lawyer Elizabeth Gregory (Corporate Advisory).
Matter significance: With e-sport and online gaming popularity skyrocketing in recent months, the acquisition of Brackenwood Systems and Luke Millanta’s expertise have positioned Hive Gaming for strong growth in the e-sports industry.
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Deal Profile | Gadens advises DCF Asset Management on transaction to lead Rapid rise

Gadens has advised
DCF Asset Management on the refinancing and corporate reorganisation of the
Rapid Loans Group in a deal worth $50 million.
The Rapid Loans Group is a non-bank lender
specialising in personal and small business loans, and will use the additional funds
to ramp up its lending activities.
Gadens’ multi-disciplinary team drawn from the Corporate Advisory,
Banking & Finance and Restructuring & Insolvency practice groups worked collaboratively to advise DCF Asset
Management on all aspects of the transaction and ensured these unique
issues were considered through a specialists’ lens. This included drafting and negotiating of the transaction documentation and
providing transaction structuring advice taking into account the complexities of
the transaction.
In a statement from DCF Asset Management, Ryan Donnar (Head of
Originations & Execution) and Adam Howell (Head of Legal & Risk) said
they were “pleased to work
closely again with Gadens on another important transaction for their fund.
The Gadens team did an exceptional job to support completion of this
transaction in difficult market conditions. Their commerciality and
specialisation has been critical to us finalising a transaction that will
secure access to finance for many individuals and businesses in a tough
economic climate.“
Practice groups involved: Corporate Advisory, Banking & Finance and Restructuring & Insolvency.

Key team members: The team was led by partners Elliot Raleigh (Banking & Finance), Jol Rogers (Corporate Advisory) and James Roland (Restructuring & Insolvency). They were supported by special counsel Winnie Sinn (Corporate Advisory), senior associate Clementine Woodhouse (Restructuring & Insolvency), associate Harveen Dhaliwal (Banking & Finance) and lawyer Brittany Kluske (Corporate Advisory).
Matter significance: Gadens worked collaboratively across practice groups to successfully advise DCF Asset Management on all aspects of this transaction. This allowed us to ensure a smooth completion of the transaction despite challenging market conditions brought about by the COVID-19 pandemic. The deal provides the Rapid Loans Group with capital to ramp up its own lending to individuals and small businesses to allow access to funding in what is a critical time given the current economic climate. The completion of the deal will help the Rapid Loans Group support small business through this very challenging time.
Law firms involved: Gadens acted for DCF Asset Management, Johnson Winter & Slattery acted for the Rapid Loans Group and Maddocks acted for Deloitte.
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