Browne Jacobson's corporate finance team 2015/16

Browne Jacobson's corporate finance team2015/16

Committed to the Plain English Campaign

Browne Jacobson’s corporate finance team 2015/16 | Contents page | 3

In brief 4

Our key stats

Transaction highlights

In focus

About Browne Jacobson

Meet the team

6

8

10

20

22

contents

What our clients say... 18

Investor in Customers (IIC)

They are fully deserving of our top award as they consistently demonstrate the highest levels of client experience and achieved high scores against all the criteria we measure.

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Browne Jacobson’s corporate finance team 2015/16 | In brief page | 4

This has been a fantastic year for our team, a year in which we have completed over £1 billion of transactions, grown our offering in both Birmingham and London and moved to new London premises.

In 2015 we saw increased investor appetite for both private equity backed and equity market funded acquisitions, resulting in higher transaction volumes across the team. We also witnessed an increase in clients considering alternative forms of funding, such as financial promotions and for smaller investments, crowd funding.

We all know 2016 is likely to be a more turbulent year. So far, we have seen wild swings in the equity markets, collapsing commodity prices and the growing probability of a hard landing for the Chinese economy. Uncertainty will continue to be a feature of 2016 with the real possibility of a Brexit on the horizon.

On a more positive note, the desire to grow remains strong across our client base. Relentless innovation in the technologies sector is very much set to continue, with corporates large and small looking to leverage new technologies to increase efficiencies, increase data security and stay one step ahead of market disruption.

Empowered by devolution, the Midlands market is well placed to take advantage of new markets and will continue to be a draw for business and innovation. Our continuous commitment to the Midlands market is endorsed by our ranking as the second most active legal firm in the Midlands by Experian. Meanwhile, our national footprint and London presence continues to grow and attract an impressive and loyal private sector client base from across the UK and overseas.

We look forward to working with all our clients to complete their transactions in 2016.

in briefOur corporate team continues to have a strong focus on the private sector - maintaining and consolidating our position as a market leading provider of corporate services. We work with clients from various sectors including: retail, technology, financial services, insurance, food & drink and manufacturing.

Gavin CummingsPartner and Head of Business Services+ 44 (0)115 976 [email protected]

we continue to attract an impressive and loyal private sector client base

Browne Jacobson LLP provides an ‘impeccable’ service; it remains a key name for health and retail clients, and has noted an increase in instructions on private equity matters.

Legal 500 2015

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page | 6Browne Jacobson’s corporate finance team 2015/16 | Our key stats

our key statsTransaction volumes

Transaction sizes

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58+25+10+7+58% of transactions were between £1m - £10m

25% of transactions were between £10m - £25m

10% of transactions were between £50m - £100m

7% of transactions were over £100m

32+26+24+11+7A32% were for corporate acquirers

26% were private equity/development capital

24% were disposals

11% were restructurings

7% were equity market fundraisings

page | 7Browne Jacobson’s corporate finance team 2015/16 | Our key stats

• Acquisitions and disposals• Corporate restructuring and

reorganisations• Cross border mergers and

restructuring• Development capital transactions• Funds formation• Management buy-outs and

buy-ins

• Mergers• Partnerships and LLPs• Preliminary strategic advice• Private equity transactions• Public company law• Transactional due diligence• Company administration and

secretarial services

What we offer

They have a high level of client care in their culture and they

are very user friendly.

“

”Chambers & Partners 2016

Acquisitions and disposals

Strategic advice

Private equity

Browne Jacobson’s corporate finance team 2015/16 | Transaction highlights page | 8

International£105m sale of Insure the Box to Aioi Dissay Dowa We have acted for the Insure the Box group, the UK’s leading telematics based motor insurance company for a number of years and have dealt with a wide range of issues, including a number of fundraisings as well as a wide range of general contractual matters.

In this transaction we were retained by the founders and other management shareholders to advise them on the sale of part of their shareholding in the Gibraltar domiciled parent company, to Aioi Nissay Dowa Insurance Company of Europe Limited, the UK subsidiary of a major Japanese insurance company.

M&A$482m sale of Cromwell Tools, the UK’s largest independent MRO to a US listed buyer

We acted for the founder of Cromwell Group (Holdings) Limited on the sale to a U.S. listed company and leading broad line distributor of maintenance, repair and operating (MRO) products for £310m. Cromwell is the largest independent MRO distributor in the UK and sales for the fiscal year ending 31 August was forecasted at approximately £283m. Cromwell operated in 12 overseas markets and this transaction required input from a broad range of specialists. The transaction demonstrates our strength and breadth of experience in both regional and international markets.

transaction highlights

We know that no two transactions and no two clients are the same. By combining specialist corporate advice, sector experience and secondment experience, we make life easier for our clients during and after their transaction – delivering exceptional client service, every time.

Take a look at the recent high quality deals that the team has advised on...

Browne Jacobson’s corporate finance team 2015/16 | Transaction highlights page | 9

Private equity£241m acquisition of Gala Bingo Holdings Limited by Caledonia Investments plc

We advised the management team of Gala Bingo in relation to the £241m acquisition of the Gala Bingo business by Caledonia Investments plc from Gala Coral Group. In addition to the £92.3m investment made by Caledonia, the transaction was also supported by a £155m senior debt facility provided by Intermediate Capital Group. The transaction drew upon our significant expertise in acting on private equity transactions and involved a tight timetable alongside the complexity of addressing the legal issues around the period between exchange and completion.

Public companies and equity markets£7.3m acquisiton of Select Pharma Laboratories by Source BioScience plc This acquisition required funds to be raised on the main market and the acquisition was a class 1 transaction for our client. We advised on the consequential impact of class 1 approval and on the transaction timetable, minimising the overall impact on the timetable on the sellers by working with the broker to finalise the class 1 circular and working with the sellers’ lawyers to agree the mechanics of the share purchase agreement.

Development capitalInvestment in Shepherd Direct Limited

We acted on the acquisition by property services group the SDL Group (formerly Shepherd Direct) of CPBigwood Group, the Birmingham based property and auction business. Browne Jacobson has acted for the SDL Group, which specialises in lettings, property surveying and mortgage broking services, on multiple acquisitions prior to this. The CPBigwood Group acquisition was a complex transaction involving multiple stakeholders and included investment from its current private investor portfolio, additional development capital funding through Business Growth Fund (which invested in the SDL Group in early 2015) and bank funding through Yorkshire Bank. The team successfully completed the acquisition of this complex target group structure in extremely challenging timescales.

Browne Jacobson’s corporate finance team 2015/16 | In focus page | 10

We combine sector experience and specialist corporate services to meet the needs of our clients. In addition to our strong private equity practice, we advise on public company M&A and strategic international acquisitions using our network of overseas advisers. We also advise on funds formation and mergers under The Companies (Cross-Border Mergers) Regulations 2007. Our capacity to advise across a range of corporate services and sectors ensures we offer the right advice to our domestic and international clients - whether they are fundraising, undertaking a strategic acquisition or re-organising their group.

in focus

technology & life

sciences

retailfinance

and insurance

public companies and equity markets

international

healthcare

public sector

Source BioScience plc

We need advisers who understand transactions and the regulatory framework we operate under as a listed company. Browne Jacobson has a very strong corporate team who have consistently provided us with responsive, knowledgeable advice on both debt and equity fundraisings and acquisitions. It’s a relationship we value.

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We have delivered these deals across a broad range of sectors, with large numbers coming from our key areas of focus:

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We have established a genuine reputation as experts in our chosen sectors. This proved to be a resilient business model during the recession and is now providing us with an excellent foundation and platform for the next stage of our growth. Clients value this expertise, which brings a quality of advice and service to their business, and we have attracted and secured strategic recruits as a result of this focus.


Technology

This year we have seen our technology practice grow in terms of the number of clients, people and the breadth of work, with particular growth being achieved through the expansion of our London office.

£5million

£confidential

£8.2million

Peppermint Technology

Acted for certain management on the MBO of Peppermint Technology Limited funded by Scottish Equity Partners.

KeTech

Acted for shareholders and management on the MBO of KeTech Group Limited funded by YFM Equity Partners.

FLYdocs

Acted for management of FLYdocs Systems Limited on an investment by Growth Capital Partners.


Health

2015 was an exceptional year for our health team. We continue to act both regionally and nationally for the NHS and independent healthcare providers, with revenue rising by over 25% across the board.

£confidential

£confidential

£20million

Raphael Healthcare

Advised specialist healthcare provider, Raphael Healthcare on a £20 million funding package from HSBC.

PCT Healthcare

Acted for PCT Healthcare Limited on its acquisition of Medex Health Limited from ABC Drug Stores Limited.

Doncaster Metropolitan Borough Council

Acted for the council in respect of the disposal of a portfolio of care homes to Runwood Homes Ltd.


International

A significant proportion of our transactions (33%) are international. Our London office continues to act as a springboard for our international practice and we have completed several complex multi-jurisdictional deals this year.

£105million

£confidential

£310million

Cromwell Tools

Acted for the founder on the sale of Cromwell Tools, the UK’s largest independent MRO distributor to a U.S. listed acquirer.

Insure the Box

Acted for the founders of Insure the Box in respect of the sale to Aioi Nissay Dowa Insurance Company.

Dalet S.A

Acted for Dalet S.A on its acquisition of the entire issued share capital of Amberfin Limited.

Le Bistrot Pierre

Acted for the founders of Le Bistrot Pierre in respect of the £9.8m equity investment in the restaurant chain by Livingbridge.

Mackintosh Retail Group

Acted for Mackintosh Retail Group on the sale of Brantano and Jones Bootmaker to Alteri.

Retail

£confidential

£confidential

£9.8million

Le Bistrot Pierre

Acted for the founders of Le Bistrot Pierre in respect of the £9.8m equity investment in the restaurant chain by Livingbridge.

Mackintosh Retail Group

Acted for Mackintosh Retail Group on the sale of Brantano and Jones Bootmaker to Alteri.

Lloyds

Acted for Lloyds Bank plc on its bilateral lend to Marston’s plc.

Retail

We have long and succesful relationships with high end luxury and fashion clients and high street retailers such as Alliance Boots, Cash Generator and Paperchase. We continue to be a firm of choice for corporate transactions in the retail sector.

£confidential

£confidential

£9.8million


London Borough of Hounslow

Advising the London Borough of Hounslow on a ground-breaking public/private joint venture procured via a competitive dialogue procedure for the delivery of school catering services, including preparation of all constitutional documentation, advice on structure, incorporation and negotiation of the documents throughout the procurement process.

Plymouth City Council

Advising Plymouth City Council on the creation of a cooperative joint venture trading company with over 60 schools, preparing and advising on joint venture structures, the co-operative principals, the terms of school membership and the applicability of the Teckal procurement exemption.

Public sector

Despite the fiscal reduction measures which continue to affect our clients, our public sector practice has continued to grow by over 25% year on year. We act for over 150 local authorities and more than 15 central government bodies and have a strong reputation for advising local and central government.

continued to grow 25% year on year


Source BioScience

Acting for Source BioScience plc on its class 1 acquisition of Select Pharma Laboratories Ltd and £4.4m Main Market equity fundraising.

Belvoir Lettings

Acted for Belvoir Lettings plc on its acquisition of Newton Fallowell Limited and £4.2m equity fundraising on AIM.

Public companies and equity markets

Our public companies and equity markets team has extensive experience in advising unlisted, AIM and Main Market public companies. This year has seen an increase in the number of equity market transactions. In August we advised on back-to-back AIM fundraisings.

£6.2million

£8million

Belvoir Lettings

Acted for Belvoir Lettings plc on its acquisition of Goodchilds Estate Agents and Lettings Limited and £3.26m equity fundraising on AIM.

£3.2million


what our clients say...

Karen Roberts, Baxi Group

“Great service and lovely people. Never made to feel that I should know something when I don’t.”

Browne Jacobson’s corporate finance team 2015/16 | What our clients say... page | 18

Dr Nick Ash, Source Bioscience plc

“Browne Jacobson has a very strong corporate team who have consistently provided us with responsive and knowledgeable advice on both debt and equity fundraisings and acquisitions. Its a relationship we value.”

Joules Limited

“We have worked with Browne Jacobson for a number of years and have always found its lawyers to be very responsive, with a good understanding of our business and the retail sector. The teams we work with consistently deliver practical and commercial advice that is relevant to our needs.”

Adrian Ryan, Flydocs Systems

“This was a very important investment for the growth of our business and the Browne Jacobson team understood that, supporting us throughout with impressive drive and energy as well as great advice. We use them across our business and would highly recommend them.”

They are very engaged in getting a good conclusion for their client. They think clearly and waste no time.

Chambers & Partners 2016

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10 corporate partners

25 corporate team members

meet the team

Roger Birchall Partner+44 (0)121 237 [email protected]

Mike Jackson Partner+44 (0)121 237 [email protected]

Richard CoxPartner+44 (0)115 976 [email protected]

Mark Hughes Partner+44 (0)115 976 [email protected]

Kevin JonesPartner+44 (0)121 237 [email protected]

Browne Jacobson’s corporate finance team 2015/16 | Meet the team page | 20

Clare AutyPartner+44 (0)121 237 [email protected]

Nigel BlackwellPartner+44 (0)115 976 [email protected]

Gavin CummingsPartner+44 (0)115 976 [email protected]

Oliver Pritchard Partner+44 (0)115 976 [email protected]

Dominique TaiAssociate+44 (0)20 7337 [email protected]

Vicky GaskellAssociate+44 (0)115 976 [email protected]

Paul McCannahAssociate+44 (0)115 908 [email protected]

Helen Morgan Solicitor+44 (0)115 976 [email protected]

Leanne Wareham Associate+44 (0)115 976 [email protected]

Browne Jacobson’s corporate finance team 2015/16 | Meet the team page | 21

Valued for their excellent advice, which is delivered in a clear and

refreshingly commercial manner.

Legeal 500 2015

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They have a high level of client care in their culture and they

are very user friendly.

Chambers & Partners 2016

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Paul Krivosic Solicitor+44 (0)121 237 [email protected]

Richard Medd Partner+44 (0)115 976 [email protected]

Browne Jacobson’s corporate finance team 2015/16 | About Browne Jacobson page | 22

We are a national firm with a track record of delivering solutions to our national and international client base. We have experience across a wide variety of sectors and a client portfolio to be proud of - including blue chip corporates, major insurers and public sector organisations. We have a national reach from our offices in Birmingham, Exeter, London, Manchester and Nottingham.

one stop shop...• Banking & finance• Advertising

& business regulation

• Business recovery• Commercial

contracts• Commercial

litigation• Competition• Construction• Corporate law &

governance

• Data protection• Employment• Health & safety• Intellectual

property• Information

technology• Licensing• Planning• Procurement• Property• Tax

• Over 800 staff, including 400+ lawyers and over 100 partners.

• High level of employee retention - recognised as on of the top 10 law firms to train with in the UK by LEX.

• Lexcel and ISO 27001:2013 accredited - commitment to the highest management, customer care and information security standards.

• International - as the founding member of PANGEA NET, a non exclusive network to full service law firms with an international focus, we are well placed to provide high quality legal services to our international clients (www.pangea-net.org).

• Committed to delivering excellent client service as reflected by receiving the maximum three star exceptional rating Investors in Customers (IIC) accreditation and recent award for Excellence in Client Service at the 2014 Law Society Excellence Awards.

about Browne Jacobson

© Browne Jacobson LLP 2016 - The information contained within this document is and shall remain the property of Browne Jacobson. This document may not be reproduced without the prior consent of Browne Jacobson.

Birmingham | Exeter | London | Manchester | Nottingham

0370 270 6000www.brownejacobson.com

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