DWF partner capital to be locked into firm for five years after IPO
New filing sets out details of planned IPO and double-digit H1 revenue growth
January 31, 2019 at 08:23 AM
4 minute read
DWF partners will see their capital locked into the business for a five-year period after the firm's landmark initial public offering (IPO), according to a filing setting out the details of the float.
The filing comes after the firm confirmed last June that it was considering a London listing, in what is set to become the largest UK law firm IPO to date.
On listing, the firm's partners will become its majority 'selling' shareholders. However, their capital in the firm will be subject to a phased lock-up, which will mean that they can only take out 20% for each of the first five years after the IPO, half of which is linked to performance.
Partners leaving within the lock-in period risk forgoing the portion of their capital that has yet to vest. For example, if a partner were to leave three years after the IPO, they could take 60% of their equity, but the remaining 40% would remain with the firm, going into a newly established employee benefit trust.
DWF CEO and managing partner Andrew Leaitherland cited two principal reasons for the lock-in: to encourage performance, and to prevent the risk of partner departures.
"We're a people business and we depend on our ability to provide advice," said Leaitherland. "From an investor perspective, they want to ensure continuity and growth and to prevent risks from occurring. So that's why we created the lock-in."
Leaitherland argued that the proposed lock-in is "very similar to those at other listed firms".
The planned listing on the main market of the London Stock Exchange, an official date for which has not yet been confirmed, is expected to take place before the end of March. The filing states that the intention is for a "free float of at least 25%".
About 25% of the firm's stock will be placed into the hands of public investors, and about 10% will be held on trust for the firm's employees, who will also be eligible to own shares.
In order to fund the public listing, the firm will restructure its partnership and remove the distinction between fixed salary and equity partners. Former equity partners will see a 60% reduction in their current fixed profit share, with salaried partners seeing a 10% reduction.
While partners will be paid on fixed basis, they will also receive dividend income and performance-related bonuses paid out of an annual bonus pool.
Investment advisers Stifel and Jefferies International are assisting DWF in its listing, while Zeus Capital is acting as lead manager.
The intention-to-float document comes alongside half-year results for 2018-19, which detail the firm's revenue growth between 30 April and 31 October 2018.
In the six-month period, revenue grew by 18.3% to £133.4m, up from £112.7m last year. The half-year performance comes after the firm saw revenues rise 18.6% to £236.5m during the last financial year.
The firm will look to build on its new tie-up with Wood Smith in the US, and has formed a steering group that is focusing on how best to maximise referral opportunities and regional revenue. The firm is also looking to establish a managed services centre in Australia to complement its existing 'managed' and 'connected' service offerings.
The filing also sets out the firm's plans for a reorganisation of its structure, governance and internal contractual arrangements, with the recently incorporated DWF Group becoming the parent company of the firm.
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