Deal Profile | Gadens advises WOTSO Property on triple stapling and successful ASX listing

Gadens has advised on the stapling of BlackWall Property Trust (formerly ASX:BWR), WOTSO Limited and Planloc Limited to form the triple stapled structure ‘WOTSO Property’ (ASX:WOT), and its successful listing on the Australian Securities Exchange. WOTSO Property was admitted to the official list on 9 February 2021.

The stapling was implemented by way of a scheme of arrangement and separate trust scheme, each of which involved a number of complex and novel regulatory issues.

BlackWall Property Trust is an A-REIT which holds a portfolio of commercial properties across Australia. WOTSO Limited operates flexible workspaces, largely targeted towards small to medium enterprises in suburban and regional locations across 16 sites, including 8 BlackWall sites. WOTSO previously underwent a demerger from BlackWall Limited, the group’s funds management arm, in early 2020.

The stapling was a transformational project for the group, which pairs the rapidly growing WOTSO business with its largest landlord, BlackWall Property Trust and BlackWall-managed real estate assets held by Planloc Limited. The group is set to benefit from numerous strategic and operational efficiencies as a result of the stapling.

The team at Gadens worked closely with the management team and Board of WOTSO Property on the successful completion of the stapling and ASX listing. Gadens’ corporate team was supported by other specialist teams within the firm, including Gadens’ litigation team which led the scheme process.

“It was great working with the WOTSO Property team on this landmark project. Challenging economic conditions have presented a unique opportunity for the group to leverage its strong reputation and position in the market, and this transaction is an important step towards future growth”, commented Jol Rogers, Gadens’ partner who led the team.

Alex Whitelum, said of the successful stapling: “The group is very excited to bring Australia’s first listed flexible property security to the market. The advice and guidance from Gadens was key to the formation of WOTSO Property, as we navigated a number of unique regulatory issues. We look forward to working with the team again as we continue to grow WOT.”

Deal value: A$230 million market capitalisation of WOTSO Property on listing.

Practice groups: Corporate/ECM/Litigation

Deal significance: Completion of the stapling caps off a busy period for the Gadens’ corporate team, particularly in regulated M&A. The team recently advised the formerly ASX-listed The Citadel Group Ltd on its acquisition by scheme of arrangement and 3P Learning Ltd (ASX:3PL) on its proposed scheme of arrangement with suitor IXL Learning Ltd and ongoing merger discussions with Blake eLearning Pty Ltd.

Key team members: Gadens partner Jol Rogers led the stapling process with Matt Watt (Senior Associate) and William Zhang (Senior Associate). Natalie McCabe (Special Counsel) led the scheme process with Therese Megens (Senior Associate).