Current practice

Fiona Gardiner-Hill practises in the area of mergers and acquisitions, corporate and securities law. Fiona has expertise in Corporations Act matters generally and particularly in takeovers, buy-backs, capital reductions, schemes and fundraisings involving listed companies. Fiona has had extensive dealings with the Australian Securities and Investments Commission and the Australian Stock Exchange Limited and maintains good relationships with these authorities.

In addition to public takeover work, Fiona also advises on private acquisitions and sales of businesses, joint venture arrangements, ownership and control restrictions across various industries (particularly media), Corporations Act and ASX Listing Rule compliance, corporate governance and regulatory issues in securities industry.

Industry experience

Fiona's practice has included acting for Australian listed companies of all sizes, foreign investors in Australia, financial services organisations and private companies. Fiona has done extensive securities compliance work, including work on prospectuses for IPOs and hybrid offerings.

Fiona has particular experience in buy-backs, having acted for CBA in its five buy-backs, including selective, equal access and 'Dutch auction' tender style. Recently, she has also acted for Mayne Group in its $530 million tender buy-back completed in April 2004 and Seven Network in relation to its $193.9 million tender buy-back completed in November 2003.

Fiona has also been involved in major takeover and other public transactions, including:

• Telstra's acquisition of Kaz Group Limited by scheme of arrangement
• the $750 million public offering of PERLS II by CMIL
• acting for Burns Philp in its takeover bid for Goodman Fielder
• acting for Sirtex in its solicited takeover bid by Cephalon
• acting for Associated British Foods plc in its capital reduction proposal for the takeout of minorities in George Weston Foods
• acting for Seven Network Limited in its hybrid (TELYS and TELYS2) offerings and 2002 tender buy-back
• acting for Royal & Sun Alliance in the Promina pre-float restructuring.
  
  

Professional background

With Bachelor of Arts and Master of Laws Degrees from the University of Sydney, Fiona joined the Sydney office of Freehills in 1986.
Fiona commenced her practice in the corporate and securities area in 1988. In 1991 she spent six months on secondment as special adviser to the Chairman of the Australian Securities Commission. In March 1994, she returned from an 18 month secondment to Freehills' London office extending from August 1992 to March 1994.

Fiona has lectured at the University of New South Wales' Masters Class on corporate control transactions, the University of Sydney's undergraduate class on corporate and securities regulation, and is a regular in-house presenter on topical corporate and mergers and acquisitions issues. She is also a member of the ASIC Mergers & Acquisitions Liaison Committee.