Steven Humphries appointed Regional Vice Chair for Asia-Pacific GGI M&A practice group

We are delighted to announce that Steven Humphries has been appointed as Regional Vice Chair Asia-Pacific of the GGI M&A practice group.

Walter Baden is the sole Australian law firm member of GGI, the world’s largest multi-disciplinary international network.

Steven’s appointment is recognition within the GGI network for his expertise and leadership in cross-border M&A. Steven is a regular presenter and leader of discussions at the GGI M&A practice group meetings.

Walter Baden advises RSK on acquisition of Western Project Services

Walter Baden congratulates RSK Environment Australia on its acquisition of all the shares in Western Project Services.

RSK Environment Australia is the Australian holding company for RSK Group Limited, a leading UK-based environmental and engineering services group, and this acquisition represents RSK Group Limited’s second Australian acquisition. Walter Baden is delighted to have assisted with legal due diligence and deal execution on both projects.

The Walter Baden team on the project included Steven Humphries, Kaj Scholte and Georgie French.

Director Identification Numbers – modernising business registers

From today, directors and any person intending to become a director of an Australian company  need to apply for a director identification number (DIN). This number is unique to each individual and will remain with a person, even if they cease to be a director.

Overview

DINs are being phased in over 18 months. Any director appointed on or before 31 October 2021 has until 30 November 2022 to apply for a DIN. Any director appointed from today until 4 April 2022, will need to apply for a DIN within 28 days of signing their consent to act as a director. And any director appointed from 5 April 2022 will need to apply for a DIN prior to being appointed as a director.

For verification reasons directors will need to apply for their own DIN; no one else can apply on their behalf.

Implications

Currently, a director must provide a company with their full name, residential address, date of birth, place of birth and any former names prior to their appointment as a director. These details are also recorded on and are publicly available via the ASIC register, although ASIC has not historically verified these details.

The primary purpose of the introduction of DINs is to provide better traceability of a director’s involvement across companies, allowing directors of failed companies to be more readily tracked and reducing the potential use of fictitious identities.

DINs are also intended to have efficiency benefits although we can see timing and logistical challenges in M&A and foreign inbound investment contexts where incoming directors do not already hold a DIN due to the verification requirements. It will be important that DIN applications are made well in advance of closing, particularly for proposed directors that do not hold Australian identity documents.

It is important that directors are aware of their obligation to apply for a DIN within the relevant timeframe as a failure to do so may result in civil or criminal penalties.

Looking forward

The introduction of DINs is just the first of many steps designed to modernise business registers in Australia. Eventually over 30 ASIC registers and the current Australian Business Register will be combined into a single system.

WB welcomes all changes that have the effect of modernising corporate law in Australia. If you have any questions on DINs, please don’t hesitate to reach out to us. For those with Australian identity documents, the director ID application is available at abrs.gov.au. Please keep in mind that overseas based directors will need to apply using a paper-based application, which should be factored into deal timetables where applicable.

Walter Baden advises DGTek on acquisition of Internet business

Walter Baden is pleased to have advised Australian telecommunications infrastructure carrier DGTek on its agreement to acquire the consumer residential Internet business of Spirit Technology Solutions Limited (ASX:STI) for $5.1M.

The Walter Baden team on the project included Steven Humphries, Kien Ng and Georgie French. This is our second project for DGTek in 2021, having earlier acted on the acquisition of FG Telecom’s high-speed Internet and enterprise solutions business .

Walter Baden advises on part sale of Coolabah Capital Investments

Walter Baden is pleased to have advised the principals of Coolabah Capital Investments (CCI) on their sell down of a 10% stake in CCI to Pinnacle Investment Management Group Ltd (ASX:PNI). The sell down takes Pinnacle’s total equity ownership of CCI to 35%.

 

Walter Baden advises on sale of MB Prestige

Walter Baden congratulates the owners of MB Prestige Holdings Pty Ltd (MB), an independent prestige motor vehicle underwriting agency, on the sale of their interest in that company to ATC Insurance Solutions Pty Ltd. In addition to providing an opportunity for UK private equity investor B.P. Marsh  & Partners Plc to consolidate its interests in both entities and for some of MB’s longstanding management shareholders to exit, the transaction creates one of Australia’s largest independent underwriting agencies. MB’s Managing Director, Daniel McNamara, continues in his role post-merger.

ATC agreed to acquire MB for $17 million, with consideration being paid in a combination of cash and equity.

The Walter Baden team, led by Steven Humphries, advised MB owners on all aspects of the sale.