Transactions and Deals include...
Share Purchases and Sales
Acted for owners of successful consultancy company in sale of share capital for combined consideration of £22m to a listed company buyer. Negotiated earn-out consideration.
Acted for gaming company in acquisition of 13 site gaming company. Complex due diligence, share sale and purchase agreement and tax deed. Financial assistance procedure carried out. Consideration several £m.
Represented electrical engineering group in purchase of targets in electrical engineering. Advised and assisted in group security arrangements.
Acted for International fast moving consumer goods ("FMCG") group in acquisition of FMCG manufacturer. Negotiating share sale and purchase agreement and tax deed, payment of deferred consideration and sale and leaseback of land.
Acted for shareholders of Builders Merchant in multi-million pound disposal. Dealing with taper relief issues for two shareholders including non-QCB Loan Notes. Negotiated sale and purchase agreement and tax deed. Simultaneous sale back to shareholders of land with leaseback to buyer. Separate land management trust arrangement for future management. Listed company buyer.
Acted for disposal of successful security company. Represented shareholders and negotiated share sale and purchase agreement and tax deed. Listed company buyer.
Bought three garden centres in simultaneous acquisitions. Negotiated sale and purchase agreement and tax deed. Financial assistance procedure to bring target assets into buyer’s bank’s security net at completion.
Businesses and assets
Pre-sale preparation of business hive-down to new subsidiary of IT business. Sale of Newco to management team backed by venture capitalists. Newco supported by complex supply and trading agreement between it and our client.
Sale of contracting business to managers. Complex future trading provisions and mutual introduction provisions and non-competition arrangements. Protection of extended earn-out to Vendors.
We have a very wide experience of buying and selling adult amusement (gaming) centres. We are frequently asked to act for buyers and sellers of shops and other small businesses. We can price competitively to reflect value of transactions.
Reconstructions and Corporate Finance
Acted for construction company in formation of plc. Hive-up of business into new vehicle. Rearrangement of existing loan stock security. Dealing with intellectual property rights and advising on continuing contractual obligations. Obtaining Inland Revenue clearance.
We acted for a major creditor in reorganisation of a listed company. Our client used loan note voting rights to force through CVA, receive shares instead of debt and diluting existing shareholders thereby achieving takeover.
Share buy-back using Companies Act off-market purchase provisions. Managed process with several hundred shareholders. Advised client and ran rights issue. Advised on renounceable and non-renounceable allotments and prospectus risk.
Acted in reorganisation of leisure industry group. This included distinct phases including share swap to create parent, dividends in specie of shares to create subsidiaries and then Section 110 voluntary liquidation to create divisions.
Acted for hotel consultancy operating in former Soviet Union concerning private placing. Carried out due diligence, drafted offer document and conducted verification procedure with board of directors.
Public Company Work
Acted for Stock Exchange listed company in disposal of asset portfolio. Drafting and obtaining approval of Class 1 circular in accordance with Listing Rules. Sale conditional on shareholder approval.
Acted for OFEX company (now Plus Market) in acquisition of 5 targets simultaneously. Takeover Panel compliance. Section 428 compulsory acquisition procedure.
Acted for AIM listed company in acquisition of various loan and equity release businesses.
Share Options
We draft approved and non-approved share incentive schemes including Enterprise Management Incentive schemes and phantom share options. We take into account the commercial goals of the business owner and can include shareholder agreements, good leaver, bad leaver provisions, weighted voting rights and exit events such as sale or flotation.
Various
We draft numerous shareholder agreements for start-ups and joint venture agreements. We will ensure shareholder representation on the joint venture board, management control provisions, and dead-lock resolution provisions.
We carry out pre-sale preparation. For example we acted for a rail transport consultancy particularly with regard to regularisation of all employee contracts and consultant arrangements including IR35 friendly provisions.
We advise directors about wrongful trading, position of non-executives and respective roles of shareholders and directors. We can provide company secretarial advice generally.
