Herbert Smith Freehills Kramer advises on the first listed acquisition vehicle in London since May 2023

Leading global law firm Herbert Smith Freehills Kramer has advised Jefferies International Limited (Jefferies), as sponsor, sole global coordinator and sole bookrunner, on the English/US law aspects of the US$500 million initial public offering of shares and warrants of Mayflower Acquisition Limited (Mayflower), a British Virgin Islands-organised company, and its listing on the Main Market of the London Stock Exchange.

The transaction is the first completed London-listed acquisition vehicle since the US$550 million IPO of Admiral Acquisition Limited in May 2023, on which the firm also represented Jefferies and the other placing agent, and the first since the UK listing reforms in July 2024 following which a sponsor is required for a listing on the equity shares (shell companies) segment. It follows the traditional UK-style listed acquisition vehicle structure, similar to Admiral Acquisition and, most recently before Admiral, EverArc Holdings Limited, and so does not adopt the framework that the FCA introduced (including the right for shareholders to vote on the acquisition and to redeem their shares on completion of an acquisition, following the US-style model) in order to avoid suspension of trading on leak or announcement of an acquisition.

The Founders include private equity house JRJ Group partners, Sir Jeremy Isaacs, CBE and Roger Nagioff, and TOMS Capital founder, Noam Gottesman. The Founders have extensive experience in business and a strong track record of driving operational improvements and organic growth. Mr. Gottesman has substantial experience in London-listed acquisition vehicles over many years, including Landscape Acquisition and Nomad.

The Herbert Smith Freehills Kramer team was led by Head of US Securities Tom O'Neill and of counsel Thomas Vaughan, supported by partner Michael Jacobs, senior associate Gaelen Perrone, and associates Jhanelle Bisasor, Rikesh Murva, and Jen Yong. Greenberg Traurig acted as Mayflower's English/US legal counsel.

Head of US Securities Tom O'Neill commented: "We are very pleased to have assisted Jefferies yet again on the most recent London listed acquisition vehicle, which comes as the London capital markets show signs of increased activity, and which continues the firm's long involvement in the forefront of this product. Congratulations to Jefferies and the Founders and their teams and we wish them the best of luck as they move towards the business combination."