BrettHeading

Of Counsel

Brisbane + 61.7.3085.7020

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Brett Heading offers clients the opportunity to benefit from his years of government service and in-depth experience advising company boards and government-owned corporations on compliance, governance, fiduciary, and M&A matters. His experience also includes managing capital raisings for ASX-listings and directing listed and unlisted companies in the life sciences, property, agribusiness, and energy sectors.

Prior to joining Jones Day, Brett was a director or chairman of a number of ASX-listed companies and has coalface experience as a director. From 1997 to 2009, he served as a member of the Takeovers Panel, where he sat on 28 panel matters including 20 as sitting president. He was one of the longest serving members of the Takeovers Panel in the history of the organization, and his term was renewed by the federal treasurer on four occasions.

Brett is a former member of the Board of Taxation, an appointment that has given him insight into the relationships between the federal government, the federal treasury, and the Australian Taxation Office. During his tenure with the Board of Taxation, he was also a member of the working party on the Review of International Tax and chairman of the working party on the Review of Share Buy Backs. In addition, he served for more than 10 years as a member of the legal committee of the Australian government's corporations & markets advisory committee, advising the treasurer on Australian corporations and securities policy and law reform issues, particularly those with a strong technical content.

Experience

  • MAAS Group Holdings Limited (MAAS) completes A$145.6 million IPO on Australian Securities ExchangeJones Day advised MAAS Group Holdings Limited (MAAS) in connection with its A$145.6 million initial public offering on the Australian Securities Exchange (ASX).
  • Orocobre raises A$156 million by way of placement and share purchase planJones Day advised Orocobre Limited, a dual ASX and TSX-listed lithium chemicals producer, on a A$156 million capital raising by way of a fully underwritten placement to institutional investors of A$126 million and non-underwritten share purchase plan to shareholders in Australia and New Zealand of up to A$30 million.
  • Tessara Therapeutics raises A$2.7 millionJones Day represented Tessara Therapeutics Pty Ltd, a Melbourne-based biotechnology company developing human mimetic brain tissues, in connection with its capital raising round which successfully raised A$2.7 million by way of issue of convertible notes and new shares.
  • Benitec Biopharma redomiciled to U.S.Jones Day advised Benitec Biopharma Limited (ASX and NASDAQ listed) ("Benitec Australia") in its redomiciliation from Australia to the U.S. pursuant to a statutory scheme of arrangement under Australian law (the "Scheme").
  • Silver Chef to be acquired by private equity firm Next CapitalJones Day is advising ASX-listed hospitality equipment financier Silver Chef Limited on its acquisition by a consortium of investors under the leadership of private equity firm Next Capital.
  • National Veterinary Care completes A$18 million institutional placementJones Day represented National Veterinary Care Limited, an operator of a network of veterinary clinics, in connection with an A$18 million (US$12.8 million) institutional placement of Ordinary Shares.
  • MMRW Holding Pty Ltd partially underwrites A$3.98 million rights issue by Ennox Group LimitedJones Day represented MMRW Holding Pty Ltd in connection with its partial underwriting of the A$3.98 million (approximately US$2.87 million) rights issue by Ennox Group Limited, a fund management and investment company.
  • Invion enters into strategic alliance with The Cho GroupJones Day represented Invion Limited, an ASX listed life sciences company, in a strategic alliance with The Cho Group, a Hong Kong-based group that funds and has successfully commercialized a number of unique and advanced technologies, pursuant to which Invion acquired exclusive rights to proprietary photodynamic therapy technology for the treatment of cancer developed by The Cho Group.
  • Rision raises $1.5 million by way of share placements and convertible loanJones Day represented Rision Limited, an ASX listed company which operates a staff planning, roster, and communication platform for corporate entities, in connection with its $1.5 million capital raising by way of a placement of shares to Chapmans Limited and other sophisticated investors, as well as a convertible loan from Chapmans Limited.
  • Orocobre Limited secures A$361 million funding through private placement and underwritten accelerated entitlement offerJones Day represented Orocobre Limited, a leading lithium chemicals producer, in connection with its A$361 million capital raising, comprising of a A$282 million private placement to Toyota Tsusho Corporation and an underwritten entitlement offer raising A$79 million.
  • Central Petroleum unanimously recommends improved Macquarie MPVD proposal for purchase for A$81 million plus potential A$90 million by way of contingent value notesJones Day is advising Central Petroleum Limited in a proposed offer for the company by Macquarie MPVD Pty Limited, a subsidiary of Macquarie Group, for A$81 million plus a potential A$90 million by way of contingent value notes.
  • Buderim issues securitiesJones Day represented Buderim Group Limited, food processor and one of the world’s finest ginger producers, in connection with its issuance of shares and Convertible Notes to Asia Mark Development and Wattle Hill RHC Fund 1 SPV1 L.P. followed by an underwritten rights issue.
  • Apollo Tourism & Leisure completes IPO and ASX listing and acquisition of Apollo Motorhome Ultimate Holdings Pty LtdJones Day advised Apollo Tourism & Leisure Ltd ("ATL") in its A$50 million initial public offering and ASX listing.

    • The following represents experience acquired prior to joining Jones Day.

    Served as lead adviser on ASX listings of many household names in Queensland, including Wide Bay Building Society, Northern Building Society, Mackay Building Society, Technology One, Peplin, Alchemia, Cardno, Ausenco, Wilson HTM, ERM Power, Corporate Travel Management,,and Shine Lawyers.

    Led the defense team for Queensland Gas in the hostile takeover bid by Santos in 2007 that extended over a six-month period.

    Served as lead adviser to Queensland Gas in a number of domestic M&A transactions and in relation to its takeover by British Gas, which was the largest on market takeover bid in Australia's history ($5.8 billion in 2008).

    Seed investor in a number of early stage projects, including Peplin Biotech, which included advising the company on its initial private capital raisings and its ASX listing and becoming a director prior to the IPO.

    Appointed chairman of Autogen Limited in 2002 and remained chairman during its transition to AGT Biosciences and ChemGenex Pharmaceuticals. During this time, significant capital was raised through prospectus and private placement offerings, Alta Partners and GBS Ventures became substantial shareholders, a licence deal was undertaken with Hospira, and Cephalon ultimately made a successful takeover bid. Retired from the ChemGenex board on completion of the takeover.

    Served as lead adviser in a number of demutualizations in the cooperative sector, including Darling Downs Bacon, First Australian Building Society, Grainco, Golden Circle, and Port Curtis Dairy.

    Advised the board of Mackay Ports in the privatization of the Mackay Airport.

    Served as chairman of numerous due diligence committees (both capital raising and M&A) as a consequence of lead role on transactions and managed the participation of a variety of experts from different disciplines (investment bankers, chartered accountants, independent experts) and legal teams from other firms.

    Advised a number of government authorities during the restructure of the Queensland electricity industry.

    Served as nonexecutive director or chairman of a number of public companies (including Australian Agricultural Company).

    Served as lead adviser on the Shine Lawyers IPO.

    Served as lead adviser to Wanda Dalian on major acquisitions in Australia in 2014.

    Served as lead adviser to Dalian Yifang Group on the acquisition of Hoyts Group in 2014 and was invited to become a director after the acquisition.

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    October 2019 Commentaries

    APRA v. IOOF—Key Issues for Australian Directors and Management

    October 2019 Alerts

    Australian IPOs and Takeovers: Liability Has Increased, Defences Are Eroded

    February 2018 Commentaries

    Australian Government Further Tightens FIRB Controls, Now Over Critical Electricity Assets

    February 2018 Alerts

    Australian Government Tries to "Level the Playing Field" for Purchases of Agricultural Land

    January 2018 Jones Day Publications

    Foreign Investment Control Heats Up: A Global Survey of Existing Regimes and Potential Significant Changes on the Horizon

    February 2017 Commentaries

    Queensland Government Clarifies Liability of "Related Persons" for a Company's Environmental Cleanup Bill

    April 2016 Commentaries

    Queensland Parliament Passes Environmental Chain of Responsibility Legislation: Investors Off the Hook but Directors Remain Accountable

    April 2016 Alerts

    Australian Takeovers Panel Releases Reasons for Decision but Fails to Clarify Valuation Disclosure Obligations of Target Company Directors

    April 2016 Alerts

    Australian Takeovers Panel Decision Raises Uncertainty about the Valuation Disclosure Obligations of Target Company Directors

    March 2016 Alerts

    Chain of Responsibility Reforms Set to Overhaul Liability for Environmental Clean-Ups in Queensland
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