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Corporate Finance recent deals

We work with a variety of companies of all sizes, across the markets sectors. 
Acquisition: Strix Group plc (AIM)

Strix Group Plc, the AIM quoted global leader in the design, manufacture and supply of kettle safety controls, has entered into a conditional agreement to acquire LAICA S.p.A (“LAICA”). The proposed acquisition is subject to regulatory approval.

LAICA is based in Vicenza, Italy and has been operating for over 40 years. The business has developed from a small domestic appliances business (predominately kitchen scales in the earlier years) in Italy, into an internationally renowned water treatment and small appliances group.

The acquisition will expand Strix's water category, enhance its presence in the health and wellness market and provide some consolidation of the water treatment range, driving efficiencies and providing a comprehensive portfolio of products for the enlarged group.

Initial consideration at completion of approximately €19.6 million, comprising approximately €11.6 million in cash and €8.0 million in Strix ordinary shares, with up to a further €12.0 million payable in cash subject to certain conditions being met.

Crowe acted as the financial and tax due diligence advisors on the transaction. Our transaction services team was led by Mitesh Patelia, Peter Varley and James Richardson.

“The team at Crowe was an integral part of the successful acquisition of LAICA and diligently managing the complexities of their operations in Italy, Spain, Taiwan and China. The team delivered efficient and proactive support, advice and commitment throughout the transaction. These deals mark another important step in Strix’s global strategy - and we are impressed with Crowe’s ability to support our growth aspirations globally.”
Mark Bartlett, Chief Executive Officer, Strix Group plc
Acquisition: Learning Technologies Group plc (AIM) 

Learning Technologies Group plc (LTG), a global leader in the high-growth workplace learning and talent industry, has entered into an agreement to acquire E-Creators Pty Ltd (eCreators). The proposed acquisition is subject to regulatory approval and is expected to complete before the end of October 2020.

eCreators, established in 2007, is a content development and SaaS business that focuses on online education and all forms of learning technology. The business is based in Melbourne, Victoria and is Australia’s largest regional Moodle provider. eCreators aims to produce measurable learning outcomes structured around clients achieving organisational goals, through building educational technology platforms that are easy to use for learners and content that is easily absorbed.

The business will be integrated into LTG’s market-leading Moodle business, Open LMS. The addition enhances LTG’s position within the Australian market, adding significant corporate and further education clients.

Cash consideration at completion will be A$5.5 million (c.£3.1 million). Further performance payments, capped at A$6.5 million (c.£3.7 million) are payable in cash based on future growth targets.

Crowe acted as the financial and tax due diligence advisors on the transaction. Our transaction services team was led by Mitesh Patelia and George Lawford.

“Crowe delivered efficient and proactive support in a very timely manner during the eCreators transaction. We have been impressed with Crowe's ability to support our aspirations globally, having also supported us with the acquisition of Open LMS."
Jonathan Satchell, Chief Executive Officer, Learning Technologies Group plc

Admission: Elixirr International Plc (AIM)

Elixirr International Plc - £25 million placing and admission to AIM.

Elixirr International Plc (“Elixirr”) announced its successful placing of £25 million, including a secondary placing of £5 million, and admission to trading on AIM.

Elixirr is an established global award-winning management consultancy business, challenging the larger consultancies by delivering innovative and bespoke solutions to a repeat, globally-recognised client base. Elixirr, which was founded in 2009, offers a wide range of expertise and capabilities, including defining strategy and driving business improvement with the aim of solving the challenges experienced by its clients.
 
Elixirr has worked with over 150 clients across 25 countries spanning Europe, North America, Africa, Asia and Australia, with offices in the UK and permanent presence (and employees) in the US and South Africa.

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia, George Lawford and James Leyton.

“Crowe’s expertise and proactive support enabled us to meet tight deadlines for a successful listing. We were very impressed with Crowe’s ability to support us in our growth phase with our admission to trading on AIM."
- Stephen Newton, Chief Executive Officer, Elixirr International Plc

Reverse takeover: Contango Holdings plc (Main Market)

Contango Holdings plc (“Contango”) – acquisition of 70% of Monaf Investments (Private) Limited (“Monaf”), placing and re-admission to the standard segment of the Main Market of the London Stock Exchange.

On 22 December 2017, Contango announced it had signed a memorandum of understanding and entered into an exclusivity period with regards to the possible acquisition of Monaf, which holds a potential asset in Zimbabwe, the Lubu Coalfield. 

Contango today announced its readmission to trading on the Standard Segment following completion of the £6.8 million acquisition and gross placing of £1.4 million. The objective of the Company will be to prepare the site for mining operations and commence production of coking and thermal coals from the open pit in Block B2 of the Lubu Coalfield.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by Will Smith.

“We were aware of Crowe’s extensive mining and capital markets experience when we were appointing our advisors for the transaction. Having worked with the team, we would certainly recommend them to other mining companies."
- Oliver Stansfield, Non-Executive Director, Contango Holdings plc

 

Admission: Diversified Gas & Oil PLC (Main Market)

Diversified Gas & Oil PLC (“Diversified Gas & Oil”) – introduction to the premium listing segment of the Official List and admission to trading on the main market of the London Stock Exchange.

Diversified Gas & Oil is an independent owner and operator of producing natural gas and oil wells concentrated in the Appalachian Basin, the oldest hydrocarbon producing region within the United States. The group’s operations are located throughout the neighbouring states of Tennessee, Kentucky, Virginia, West Virginia, Ohio, and Pennsylvania. Since 2017, Diversified Gas & Oil has carried out 11 asset and business acquisitions for a combined purchase consideration of approximately $1.5 billion. For the three months ended 31 March 2020, Diversified Gas & Oil’s total net daily production was 94,011 boepd from 59,818 wells.

Leading national audit, tax and advisory firm Crowe 1) acted as reporting accountant on the transaction with respect to the historical financial information of Alliance Petroleum Corporation and 2) supported Diversified Gas & Oil’s in-house finance team to prepare and deliver the wider transaction documentation. Corporate finance partner Paul Blythe led the capital markets team, supported by Will Smith.

"We have been working with the team from Crowe since our admission to AIM in February 2017 and were very pleased to once again have them support us with our move from AIM to the Official List."
- Eric Williams, Executive Vice President & Chief Financial Officer, Diversified Gas & Oil PLC

Reverse takeover: Blencowe Resources plc (Main Market)

Blencowe Resources plc (“Blencowe”) – acquisition of Consolidated African Resources (Uganda) Limited (“CARU”), placing, subscription and re-admission to the standard segment of the Main Market of the London Stock Exchange.

Blencowe was formed as a natural resources sector focused special purpose acquisition company to undertake an acquisition of a target company or business and was admitted to the Standard Segment on 18 April 2019. On 28 October 2019, Blencowe entered into a conditional share purchase agreement for 100% of the issued share capital of CARU, the holder of the Orom graphite project in northern Uganda. On 28 April 2020, Blencowe announced the completion of the acquisition, together with a £1,500,000 placing, a £500,000 subscription and the re-admission of its shares to trading on the London Stock Exchange’s Main Market for listed securities.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by Will Smith.

“In order to acquire a mining asset in central Africa, we needed the support of an experienced mining team with the ability to support us locally in Uganda. Crowe were an ideal fit for us and were very supportive during the process."
- Sam Quinn, Non-Executive Director, Blencowe Resources plc

Prospectus issuance: Iconic Labs plc (Main Market)

Iconic Labs (LSE: ICON) is focussed on providing online marketing, content and technology driven products. On 25 March 2020, Iconic Labs issued a prospectus in relation to its new financing agreement with European High Growth Opportunities Securitization Fund, the terms of which include a minimum facility of £2,000,000 and a maximum facility of £5,000,000

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by George Lawford and James Leyton.

“We were very pleased to have Crowe work with us on our financing transaction as we needed a responsive, experienced team to work alongside our wider adviser group. We were not disappointed."
John Quinlan, Chief Executive Officer and Interim Chairman, Iconic Labs plc

Acquisition: Learning Technologies Group plc (AIM)

Learning Technologies Group plc (“LTG”), the provider of services and technologies for digital learning and talent management has entered into an agreement to acquire all intellectual property and assets relating to Blackboard’s Open LMS platform for $31.7 million (subject to customary price adjustments). Open LMS will be acquired by way of a combined asset carve-out and entity acquisition from Blackboard.

Open LMS offers significant synergies across the LTG’s portfolio of businesses, enhancing LTG’s current offering of learning platforms and meeting the needs of existing clients seeking open-source solutions. LTG will commit dedicated resources to Open LMS as a unique operation, encouraging organic and synergistic growth.

Crowe acted as the financial and tax due diligence advisors to the transaction. Our transaction services team was led by Mitesh Patelia and supported by Chris Archer.

“Crowe was an integral part of the successful acquisition and delivered efficient and proactive support, advice and commitment during the transactions. We continue to be impressed with Crowe’s ability to support our growth aspirations globally.”
- Jonathan Satchell, Chief Executive, Learning Technologies Group plc

Admission: Mining, Minerals & Metals plc (Main Market)

Mining, Minerals & Metals plc ("MMM") has been formed to undertake an acquisition of one or more businesses (either shares or assets) that has operations focused on the natural resources sector. Crowe has advised MMM on the admission to the standard segment of the Main Market of the London Stock Exchange. Following admission, MMM will have net cash resources of approximately £515,000 to be used to seek opportunities in the mining and oil and gas segments of the natural resources sector.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team.

“Given our chosen sector focus, we wanted to work with a reporting accountant with significant experience in the mining and Oil & Gas sector. Crowe were an ideal fit for us and were very supportive during our admission process."
Matthew Bonner, Non-Executive Chairman, Mining, Minerals & Metals plc

Acquisition: Toople Plc (Main Market)

Toople Plc, a telecoms services provider primarily targeted at the UK SME market, has acquired DMS Holding, a holding company for Direct Marketing Services Limited ("DMSL") which provides broadband connectivity, mobile and fixed voice and cloud services in the UK.
 
The consideration for the acquisition is £1.56 million, subject to a post completion adjustment. Crowe acted as reporting accountant to the transaction, with our Capital Markets team led by Mitesh Patelia.

“We were very happy with the Capital Markets team at Crowe on this transformational acquisition for Toople. They provided efficient advice and we would be happy to recommend them to other companies requiring reporting accountant services on London's public markets."
- Andy Hollingworth, CEO, Toople Plc

Acquisition: CentralNic Group Plc (AIM)
CentralNic Group PLC, one of the world’s pioneering domain name services providers has announced the completion of three acquisitions, TPP Wholesale, Hexonet Group and Ideegeo Group.

TPP Wholesale is a carve out of certain trade and assets from ARQ Group Limited, a company listed on the Australian Securities Exchange. The business is the leading platform for resellers of domain names and hosting in Australasia, with around 14,000 reseller customers and 840,000 domains under management. The consideration for the acquisition was $24 million AUD. 

Hexonet Group, with operations in Canada and Germany, sells domain name subscriptions directly and via more than a thousand resellers in over 110 countries, managing over 3.8 million domains on its proprietary software platforms. The acquisition increases CentralNic's domains under management by c.28%. CentralNic has acquired the shares on completion for €7 million, with a further deferred payment of up to €3 million.

Ideegeo, a privately owned domain name retailer based in New Zealand, is the operator of the retail website iwantmyname.com - a leading innovator in the application of User Centered Design to the retailing of domain names with 180,000 domains under management. CentralNic has acquired the business for $5.2 million NZD.

The three acquisitions are the next step in CentralNic's strategy of consolidating the global domain name industry.

Leading national audit, tax and advisory firm, Crowe UK, acted as the financial due diligence advisors on all three transactions, with corporate finance partner Mitesh Patelia leading the transaction services team alongside James Swan, assisted by George Lawford and Will Smith.

The team at Crowe was an integral part of the successful acquisitions of TPP Wholesale, Hexonet and Ideegeo. The three transactions all had their separate complexities, whilst occurring  concurrently, and the team led by Mitesh and James delivered efficient and proactive support, advice and commitment during the transactions. These deals mark another important step in CentralNic’s global strategy. We continue to be impressed with Crowe’s ability to support our growth aspirations globally.”
- Don Baladasan, Managing Director, CentralNic Group 

Admission: Entertainment AI Plc (AIM)  

Entertainment AI Plc ("EAI") announced its successful acquisition of GTChannel, Inc. (GTC) and Tagasauris, Inc. ("Tag"), placing of £8.6 million and admission to trading on AIM.

EAI is a technology and media group, headquartered in Los Angeles, California. The group’s mission is to be a first mover in a video-first world or what is seen to be the coming Third Wave of TV following the broadcast and cable eras.

GTC creates its own video content, focused on automotive interests, and owns a Multi-Channel Network with approximately 10,000 content creator partners. 6.3 billion videos were viewed on GTC’s Multi-Channel Network in the six-month period ended 30 June 2019, amounting to $8.7 million gross advertising revenue.

Tag is an AI and machine-learning technology company that has historically served its technology to large media companies. Tag has a process for enriching videos and then serving video-based opportunities to audiences, such as GTC's, while they are watching videos.
 
Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia and George Lawford.

“This is the second AIM transaction that I have completed with the Crowe team and, once again, the Crowe capital markets team were an integral part of the transaction. Their expertise and proactive support enabled us to meet tight deadlines for a successful listing. We are impressed with Crowe’s ability to support US growth companies looking to list on AIM."
- Dr Patrick DeSouza, Non-Execuive Chairman, EAI

Admission: National World plc (Main Market) 

National World plc ("National World") has been formed to acquire companies in the news publishing and digital media sector and/or in associated complementary technologies. Crowe has advised National World on the £5 million placing and admission to the standard segment of the Main Market of the London Stock Exchange. Following admission, National World will seek to create a leading position in the UK news publishing and digital media sector by implementing a strategy of consolidation of audience reach, digital focus and modernisation.

Leading national audit, tax, advisory and risk firm Crowe acted as reporting accountant on the transaction, with corporate finance partner me Paul Blythe leading the capital markets team, assisted by Chris Archer.

For our admission to the Standard List, we wanted to work with an experienced reporting accountant who could support our wider advisory team in an efficient manner. We were very pleased with the work and support Crowe provided."
Vijay Vaghela, Chief Operating Officer, National World plc

Admission: BSF Enterprise Plc (Main Market)

BSF Enterprise Plc ("BSF") has been created to consider opportunities within the innovation marketing and technology sector. Crowe has advised BSF on the £767,000 placing and admission to the standard segment of the Main Market of the London Stock Exchange. The placing allows BSF to seek a target that focuses on trade innovation, data-driven analytics and technology to maximise sales and assist companies enter new markets.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by James Richardson.

"For our admission, we required a Reporting Accountant with relevant market and geographic experience. We were very pleased with the work performed by the Capital Markets Team at Crowe and we look forward to working with them as our business grows."
- Geoff Baker, Non-Executive Director, BSF Enterprise Plc

Admission: Fashion on Screen Plc (Direct Market) 

Fashion on Screen PLC ("FOS"), the London-based film production company, has completed a placing and the admission of its securities to trading on the Direct Market, operated by the Wiener Börse (Vienna).

FOS is a film production company which aims to produce prestigious, inspiring, commercial films for theatrical release to the global market. The FOS management team has significant film industry experience and has acquired rights to produce what it believes to be commercially desirable film and entertainment opportunities.

Leading national audit, tax and advisory firm, Crowe, acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by James Richardson.   

"I would like to thank Crowe for all their work on our listing on the Direct Market. This is a new market for everyone involved and the Crowe team were able to use their extensive capital markets’ experience to ensure our listing process ran smoothly.”                                                             Nevern Johns, Chief Executive Officer, Fashion on Screen PLC

Admission: Blencowe Resources plc (Main Market) 

Blencowe Resources Plc (“Blencowe”) - placing and admission to the standard segment of the Main Market of the London Stock Exchange

Blencowe Resources plc ("Blencowe") has been formed to acquire an exploration and/or production company in the natural resources sector in South East Asia, Africa, and the Middle East. The target acquisition will have a minimum net present value of £5 million up to £100 million. Crowe has advised Blencowe on the placing and admission to the standard segment of the Main Market of the London Stock Exchange.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by Chris Archer.

"Blencowe is on the start of its journey and we appreciated the guidance and support offered by the Capital Markets Team at Crowe. We look forward to working with them going forward as we continue our journey."
- Sam Quinn, Non-Executive Director, Blencowe Resources plc

Admission: Bermele Plc (Main Market)

Bermele Plc ("Bermele") has been formed to acquire companies in the pharmaceutical and biotechnology sector. Crowe has advised Bermele, on the £1million placing and admission to the standard segment of the Main Market of the London Stock Exchange. The placing allows Bermele to acquire target companies with realisable or developed commercial technologies in the pharmaceutical and biotechnology sector.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by James Richardson.   

“We were very pleased with the work performed by the Capital Markets Team at Crowe who were able to guide us though this transaction. We look forward to working with them again in the future."
- Jamie Bligh, Head of Development, Bermele Plc

Acquisition: Likewise Group Plc (TISE)

Likewise Group Plc (Likewise), a UK distributor of domestic and commercial floorcoverings and matting, has today announced its successful acquisition of Heatseam Limited (Heatseam) and its re-admission to TISE, raising a total of £7.5 million.

Heatseam is a wholesale supplier of flooring to the English and Scottish markets, primarily focused on independent retailers in the residential sector. The acquisition of Heatseam provides Likewise scale and a distribution infrastructure to develop its floorcovering business in both the residential and commercial markets throughout England and Scotland.

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia and supported by James Swan and James Richardson.

"Once again, the Crowe team provided invaluable advice and support which provided a smooth journey through the acquisition and subsequent re-admission."
- Tony Brewer, CEO, Likewise Group Plc

Acquisition: Learning Technologies Group plc (AIM)

Learning Technologies Group plc ("LTG"), the integrated digital learning and talent management services and technologies provider, announced that it has completed the acquisition of Breezy HR Inc. (Breezy) for an initial cash consideration of $12 million (£9.2 million).

Breezy is a fast-growing talent acquisition software business, providing small to medium sized businesses with an intuitive and user-friendly recruitment software to optimise their recruitment processes and maximise productivity. Breezy will become part of LTG’s Software & Platforms division. Since its founding in 2014, Breezy's software has managed the recruitment of 15 million candidates across 10,000 companies in 72 countries. The transaction builds on LTG's acquisition of PeopleFluent in 2018, which introduced a transformational talent management capability to LTG. LTG expect to leverage Breezy's software suite to support new feature releases to PeopleFluent's Talent Acquisition enterprise customers.

The acquisition will support LTG's strategic goal to achieve run-rate EBIT of at least £55 million by the end of 2021.

Crowe acted as the financial and tax due diligence advisors to the transaction. Crowe has now supported LTG on eight acquisitions since its IPO in 2013. Our transaction services team was led by Mitesh Patelia and supported by James Swan.

“We have again been very impressed with the team at Crowe and their ability to support our growth aspirations globally. Mitesh and his team have assisted us on multiple recent transactions, and the team continues to provide proactive and commercial advice, enabling us to execute the transactions efficiently.”
- Jonathan Satchell, CEO, Learning Technologies Group

Admission: Likewise Group Plc (TISE) 
Likewise Group Plc ("Likewise"), a UK distributor of domestic and commercial floorcoverings and matting, has today announced its successful listing to TISE, raising a total of £7 million.

Prior to listing, Likewise acquired William Armes Limited and the trade and assets of Bruce Starke & Co. Limited, both of which have been fully integrated into the group. Likewise intends to utilise the expertise and industry knowledge of the board of directors to deliver organic growth, operational leverage and further strategic acquisitions.

Leading national audit, tax, advisory and risk firm Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia and supported by James Swan and James Richardson.

"The Crowe team were an integral part of our listing process. Their expertise and proactive support enabled us to meet tight deadlines for a successful listing."
- Tony Brewer, CEO, Likewise Group Plc said: 

Admission: Bruce Pubs Plc (Aquis Stock Exchange) 

Bruce Pubs Plc ("Bruce" or the "Company") has announced its successful issue of up to £20 million sterling denominated secured 7.2% bonds due 2022.

Bruce owns and/or operates 19 bars in Scotland on a tenanted or managed basis. The majority of the bars are located in Edinburgh, with the remainder located in Bathgate, Falkland, Stirling, and Glenrothes. The bars vary from traditional Scottish pubs to late night clubs. The proceeds from the bonds will be utilised to acquire new properties, develop existing properties as well as provide excess working capital.

Leading national audit, tax, advisory and risk firm Crowe acted as reporting accountant to the transaction, with our capital markets team led by Paul Blythe and assisted by Will Smith.

"The issue of up to £20 million sterling bonds will provide Bruce with a tremendous opportunity to make strategic property acquisitions as well as develop already successful bars. Crowe provided support throughout the transaction to ensure it reached a successful conclusion and we would not hesitate to recommend them to other companies requiring reporting accountant services".

- Kevan Fullerton, Director, Bruce Pubs

Admission: Toople Plc (Main Market)

Toople Plc £2.2 million placing on the Standard List

Toople Plc provide a range of telecoms services, primarily targeted at the UK SME market. Services offered by the company include business broadband, fibre, EFM and ethernet data services, business mobile phones, cloud PBX and SIP trunking and traditional services, all of which are delivered and managed through the company’s proprietary software platform.

Crowe acted as reporting accountant to the transaction, with our Capital Markets team led by Mitesh Patelia and Will Smith.

“We were very happy with the Capital Markets team at Crowe. They provided efficient advice and we would be happy to recommend them to other companies requiring reporting accountant services on London's public markets."
- Andy Hollingworth, CEO, Toople Plc

Acquisition: CentralNic Group Plc (AIM)

CentralNic Group plc, has acquired the business assets of Delaware-based GlobeHosting Inc. a leading registrar and domain hosting provider in multiple markets including Romania and Brazil. The total consideration of €2.56 million comprises an initial consideration of €1.5 million, coupled with a deferred payment of €608k due on the first anniversary of completion and €450k due on the second anniversary of completion.

This transaction is CentralNic's third acquisition in nine months, as it continues its industry consolidation strategy, expanding into key markets that offer significant growth opportunities. CentralNic is a London-based AIM-listed internet platform company that derives revenue from the worldwide sales of internet domain names and associated web presence services. CentralNic operates globally with customers in over 200 countries.

GlobeHosting is a recurring revenue business operating as a registrar and retailer of domain names and SSL certificates, and a hosting provider servicing principally the Romanian and Brazilian markets.  Its businesses fit comfortably into CentralNic's Retail and Reseller divisions, two of the four key industry channels alongside Corporate and Registry, all of which are well-served by CentralNic following its August acquisition of KeyDrive S.A.

Crowe acted as financial due diligence advisors on the transaction. Our corporate finance team was led by Mitesh Patelia and supported by James Swan.

"Once again, the team at Crowe was an integral part of the successful acquisition of GlobeHosting. Mitesh and James delivered efficient and proactive support in a very timely manner during the Transaction. We have been impressed with Crowe's ability to support our aspirations globally, having also supported us recently with the transformational acquisition of KeyDrive."
- Ben Crawford, CEO, CentralNic

Acquisition: CentralNic Group Plc (AIM)

CentralNic Group Plc (AIM: "CNIC"), has announced that it has entered into a conditional agreement to acquire the entire share capital of KeyDrive S.A. and its subsidiaries for an initial enterprise value of $44.5 million, plus a performance based earn out of up to $10.5 million. The transaction represents a reverse takeover under the AIM rules and will be funded in part through a placing of £24 million.

CentralNic is a London-based AIM-listed internet platform company that derives revenue from the worldwide sales of internet domain names and associated web presence services. CentralNic operates globally with customers in over 200 countries.

KeyDrive is a global technology business that operates in the domain name services industry. KeyDrive develops and operates software platforms used for selling subscription-based tools for businesses to operate online, including domain names, hosting, email, domain portfolio management and online advertising services. In the year to 31 December 2017, KeyDrive generated revenues of $58 million and adjusted EBITDA of $5.9 million.

Crowe acted as reporting accountants on the transaction. Our Capital Markets team was led by Mitesh Patelia and supported by James Swan.

"The team at Crowe was an integral part of the successful transaction with KeyDrive. This was a complex and transformational transaction for CentralNic, and the team delivered efficient and proactive support, advice and commitment during the Transaction. We have been impressed with Crowe's ability to support our growth aspirations globally."
- Ben Crawford, CEO, CentralNic

Reverse takeover: Diversified Gas & Oil PLC (AIM) 

Diversified Gas & Oil PLC, operator of over 40,000 primarily conventional gas and oil producing wells across Ohio, Pennsylvania, West Virginia and northeast Tennessee, announced on 29 June 2018 that it had entered into a conditional sale and purchase agreement with EQT Corporation to acquire certain producing gas, NGL and oil assets (the "EQT Assets").

The EQT Assets are located in the states of Kentucky, West Virginia and Virginia and are comprised of approximately 11,250 producing wells. Daily net gas production from the EQT Assets is approximately 24,165 boepd, NGL production is 219 boepd and oil production is 7,649 bopd.

The EQT acquisition will nearly double DGO’s net gas production, to approximately 51,151 boepd. Overall, including gas, NGL and oil net production will increase from approximately 28,070 boepd to 60,103 boepd.
 
The agreed consideration for the EQT Assets is $575 million (subject to adjustment according to the terms of the acquisition agreement), to be satisfied in cash at completion following shareholder approval. The acquisition will be funded using gross proceeds of $250 million, from the placing of new ordinary shares to trading on AIM, and a new revolving debt facility of up-to $1 billion.

Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe who was supported by Tom Taylor and Will Smith.

"As with our recent Titan acquisition, we were very confident that the team at Crowe would be able to deliver their work to a tight deadline and enable us to conclude this reverse acquisition within the timetable. We were not disappointed.
- Brad Gray, Chief Financial Officer, Diversified Gas & Oil PLC

Admission: The Barkby Group Plc (Aquis Stock Exchange)

The Barkby Group Plc ("Barkby") has announced that it has completed its acquisition of three gastropubs and 38 hotel rooms from a boutique hospitality group in Gloucestershire and admission to the NEX Exchange Growth Market.

The boutique hospitality group acquired the lease for their first gastropub, The Five Alls, in August 2012 before buying the freehold of The Plough in March 2015. The tenancy lease for The Bull Hotel was entered into in August 2016 and, following a major refurbishment, reopened for trading in July 2017.

Crowe acted as reporting accountants on the transaction. Our Capital Markets team was led by Mitesh Patelia and supported by George Lawford and Will Smith.

"We were extremely happy with the work and support from the Capital Markets Team at Crowe. We have worked with the team on previous transactions and would have no hesitation in recommending them to companies seeking to access the UK stock markets."
- Giles Clarke, Chairman, The Barkby Group Plc

Acquisition: Learning Technologies Group plc (AIM)

Learning Technologies Group plc ("LTG"), the integrated e-learning services and technologies provider, today announced that it has completed the acquisition of PeopleFluent Holdings Corp. (PeopleFluent) for a cash consideration of $150 million (£107 million). The acquisition was funded by a placing which raised £85 million and up to c.£35 million in incremental debt financing.

PeopleFluent is a leading independent provider of cloud based integrated recruiting, talent management, and compensation management solutions in the United States. PeopleFluent generated over $100 million of revenue in 2017, providing solutions to 2,200 customers (including 50% of the Fortune 100 companies in the US), with a high recurring revenue base. LTG believes that PeopleFluent provides a compelling strategic fit to its existing platforms and will generate numerous operational and financial benefits.

Crowe acted as the financial and tax due diligence advisors to the transaction. Our transaction services team was led by Mitesh Patelia and supported by James Swan and Yaroslav Magnus-Hamblett.

"We have been very impressed with the team at Crowe and are especially impressed with their ability to support our growth aspirations globally - the team provided proactive and commercial advice and enabled us to execute the transaction efficiently."
- Jonathan Satchell, CEO, Learning Technologies Group

Reverse takeover: Emmerson Plc (Main Market)

Crowe has advised Emmerson Plc ("Emmerson") on its acquisition of Moroccan Salts Limited ('MSL'), £6 million placing and re-admission to the Standard List of the Main Market of the London Stock Exchange on 4 June 2018.

MSL is the beneficial owner of 100% of the Khemisset Potash Project ('Khemisset') located in northern Morocco. Khemisset is a development stage potash project with a significant inferred JORC resource. Khemisset comprises one mining licence and 39 research permits in the Rabat/Sale/Zemmour region of Morocco, which are held by MSL's Moroccan incorporated subsidiaries, MSL Minerals SARL and Mine de Centre SARL.

Crowe acted as reporting accountant on the transaction, with Corporate Finance Partner Paul Blythe leading the Capital Markets team, assisted by George Lawford.

"We were extremely happy with the work performed by the Capital Markets Team at Crowe. We have worked with the team on previous transactions and would have no hesitation in recommending them."
- Ed McDermott, Director, Emmerson plc

Admission: Polarean Imaging Plc (AIM)

Polarean Imaging Plc is a medical drug-device combination company operating in the high resolution medical imaging market which develops equipment that enables existing MRI systems to achieve an improved level of pulmonary functional imaging.

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Stephen Bullock and Mitesh Patelia.

"The Capital Markets team at Crowe were extremely professional and efficient throughout the transaction. We would certainly recommend them to other companies looking to list in London."
- Richard Hullihen, CEO, Polarean Imaging Plc

Admission: VI Mining (Aquis Stock Exchange)

VI Mining Plc has raised £5.4 million from a placing of 106,950,731 ordinary shares on admission to trading on the NEX Exchange Growth Market. The Company is the parent of an emerging gold and silver mining business focused on the operation and development of two high quality gold mining assets.

In February 2018, the Company entered into an agreement to acquire the Minaspampa Project and the Rosario Project for an aggregate consideration of $51.3 million payable in cash and £10 million to be satisfied by the issue of Shares at the Placing Price on Admission. The two projects are located in the La Libertad region in the north west of Peru. This area has been explored and exploited since the seventeenth century and is home to some of Peru’s most significant gold and silver mines, operated by some of the world's largest mining companies. The geographical region is known as the Batholite of the Coast and hosts hundreds of gold deposits, with very similar geological characteristics.

The Minaspampa Project is comprised of 3,500 Has. The project already has the necessary mine infrastructure and processing plant built, as well as having the majority of permits and licences in place.

The Board believes that the Minaspampa project has been inefficiently explored and mined and that there is significant geological and metallurgical upside potential, which it believes the Company is well positioned to exploit considering the resources and expertise available. The Company will spend approximately six to nine months carrying out exploration, rebuilding the plant and new mining plans and obtaining relevant licenses before re-starting production.

The Rosario Project is comprised of a former working silver/gold open pit, heap leach operation with a Merrill Crowe plant and a 13,000 Has concession. The project was temporarily suspended in December 2013 after five years of operation, and has been in care and maintenance since.

Under Peruvian law, mining operations may be temporarily suspended for a maximum of three consecutive years before they are considered to be fully suspended. Accordingly, the Company must re-apply to the Ministry of Energy and Mines to re-commence mining activities.

The Company’s intention is that the Rosario Project will come out of care and maintenance within the 12-month period following Admission.

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Robin Stevens and Yaroslav Magnus-Hamblett.

"Our admission to the NEX Growth Market represents a significant transition for the Company. Throughout the process we required the services of experienced and committed advisors used to dealing with the requirements of emerging international groups and we were delighted with the level of pro-active service provided. We would recommend the Crowe team to other companies looking to join NEX Exchange Growth Market."
- David Sumner, Chief Executive Officer, VI Mining Plc

Re-domicile: Bacanora Lithium Ltd (AIM)

Bacanora Minerals Ltd (AIM: "BCN"), the London and Canadian-listed lithium company, has recently announced that it intends to re-commence the process of changing the domicile of jurisdiction from Canada to the UK (the Re-domicile).

Given the geographic spread of the Bacanora’s production, development and exploration licences, the Board believes that a UK domiciled company would be more appropriate operationally and from an investor standpoint for the reasons set out below:

  • Bacanora intends to move its headquarters and senior management to the UK, so that it can be closer to where the majority of its shareholders reside and where its potential debt providers are located
  • Bacanora is one of the very few, and the most advanced, of the pure-lithium investment opportunities on AIM and therefore achieves a higher investor profile through its listing in the UK. Whereas in Canada, there are a large number of listed lithium companies all vying for a limited pool of equity capital
  • since listing on AIM in 2014, Bacanora has been successful in raising funding from the UK capital markets. Bacanora now intends to raise a significant amount of new debt and equity financing to fund its growth as an international lithium company with new projects in Mexico and Germany and believes that a UK domiciled company with its primary listing on AIM is the best way to achieve this
  • the Board believes that the Canadian shareholder base may continue to decrease and as a result having a single listing on AIM would allow Bacanora Canada to be more cost efficient without material downside
  • Bacanora currently have less liquidity on the TSX-V compared to AIM. The liquidity of Bacanora has increased significantly since it dual listed for trading on AIM

Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe who was supported by James Richardson.

"To affect the planned re-domicile, we needed an international advisor team that was capable of working together to the agreed timetable. Crowe were certainly able to fulfil their role within this team efficiently and to budget."
- Cherif Rifaat, Company Secretary

Acquisition: Diversified Gas & Oil PLC (AIM)

Diversified Gas & Oil PLC raises US$ 189 million to fund two acquisitions.

Diversified Gas & Oil PLC (AIM: "DGOC"), a US-based gas and oil producer, has confirmed that following approval by Shareholders, 166,400,000 new ordinary shares have been issued and allotted, raising gross proceeds of US$189.0 million (£133.1 million).

As detailed in the announcement dated 31 January 2018, DGO has entered into a conditional sale and purchase agreement to acquire Alliance Petroleum Corporation for total consideration of US$95.0 million (£66.9 million), to be satisfied in cash at closing. The acquisition is scheduled to be completed on 7 March 2018.

In addition, as announced on 9 February 2018, DGO has entered into a conditional sale and purchase agreement with CNX Gas Company LLC for the acquisition of certain oil and gas leaseholds, wells, working interests, licenses, related equipment and other assets for a total cash consideration of US$85.0 million (approximately £59.9 million), which will be payable in cash on completion. The Company anticipates that the transaction will complete on 30 March 2018.

On completion of the above two acquisitions, the Company anticipates that its total net working interest production will increase by 173% to approximately 28,133 boed, that its net working interest proved, developed and producing reserves will grow by 217% to 173.2 MMboe,  and that its annualised EBITDA will be approximately US$70-75 million.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe.

"As with our recent placing and acquisition of the Titan assets, the team at Crowe were again able to provide effective support to allow us to complete our latest placing and proposed acquisitions."
- Rusty Hutson Jr, Chief Executive, Diversified Gas & Oil PLC

Admission: HRC World PLC (Nasdaq First North)

HRC World Plc has completed a successful Euro 1.5 million placing and admission to Nasdaq First North, Copenhagen. HRC World Plc is the UK holding company of the Group which holds a franchise to develop and operate more than 30 Hard Rock Cafes in China. The Group has signed a development agreement to build, develop and operate Hard Rock restaurants and RockShop merchandise outlets in Shanghai; Chengdu; Nanjing; Xiamen; Fuzhou; Chongqing; Hangzhou; Wuhan; Xi’an; Guilin and Suzhou.

In addition, the Group has a first right of refusal to develop a cafe in Shanghai Disneyland Park and to establish cafes in additional 20 cities across North and South China.

The Group has already successfully opened Hard Rock Cafes in Hangzhou and Shanghai and is in the process of establishing the Hard Rock Cafe in Chengdu.

Hard Rock Cafe Inc. is a chain of themed restaurants founded in London in 1971 by Isaac Tigrett and Peter Morton. In 1979, the original cafe began covering its walls with rock and roll memorabilia from artists such as Eric Clapton and Pete Townshend, a tradition which expanded to others in the chain. In 2007, Hard Rock was sold to the Seminole Tribe of Florida, and there are now around 190 Hard Rock locations in 60 countries.

Leading audit, tax and advisory firm Crowe acted as reporting accountants to the transaction, with our capital markets team led by Robin Stevens and Simon Keeling.

"Our admission to Nasdaq First North Copenhagen represents an important transition for the Group as its business continues is expansion. Throughout the process we required the services of an experienced firm used to dealing with the requirements of emerging international group and we were delighted with the level of pro-active service provided. We would have no hesitation in recommending the Crowe team to other companies looking to join the Nasdaq First North markets."
- Shailen Gajera, Group Executive Director

Reverse takeover: EQTEC plc (AIM)

Crowe has advised Ireland-based EQTEC plc on its acquisition of Eqtec Iberia SL ("Eqtec Iberia"), £1.6 million placing and re-admission to AIM on 28 December 2017.

The acquisition allows the refocusing of EQTEC's strategy into the Energy from Waste (EfW) market in the UK and Europe combining Eqtec Iberia's patented gasification technology along with a strong pipeline of projects and solid relationships with some of the global market leaders in the energy sector.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by George Lawford.

The total consideration of the acquisition was £14 million, satisfied by the issue of ordinary shares in EQTEC.

"We were extremely happy with the work performed by the Capital Markets Team at Crowe. We needed the services of an experienced reporting accountant with relevant experience and would have no hesitation in recommending them."
- Gerry Madden, Finance Director, EQTEC plc

Reverse takeover: Echo Energy plc (AIM)

Echo Energy plc ("Echo"), the South and Central American focused upstream gas company, has today published and posted an admission document detailing the proposed farm-in to 50% interests in each of the Fraccion C, Fraccion D and Laguna De Los Capones concessions (the Concessions) and to a 50% interest in the Tapi Aike exploration permit (the Exploration Permit), each located in the Austral basin of Santa Cruz province, onshore in Argentina (the Transaction). The Concessions have existing gross production of a total of approximately 11.2 mmscfe/d (5.6 mmscfe/d net to Echo, pre-royalty) with, the Directors believe, potential to significantly increase current gross production across the Concessions to over 80 mmscfe/d over a five-year period. The acquisition is expected to provide Echo with a compelling blend of multi tcf exploration potential, appraisal and production. Completion of the acquisition is conditional on the passing of Resolution 1 at the General Meeting.

In addition, Echo has conditionally raised £6.4 million, before expenses (£4.7 million net of expenses relating to both the placing and the admission) through the placing of 36,391,412 placing Shares at 17.5 pence per Placing Share. This is equal to the closing mid-market price per Ordinary Share on 27 October 2017, being the last date prior to the Ordinary Shares being suspended from trading on AIM pending publication of the admission document.

Following admission, Echo intends to deploy its existing cash balances and net proceeds of the placing towards the development of the Concessions and Exploration Permit, and towards Echo’s working capital requirements.

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, assisted by Chris Archer and James Richardson.

"The team at Crowe provided timely and pro-active advice throughout the transaction. The timetable was tight and we needed an experienced reporting accountant ensure we reached a successful conclusion."
- Fiona MacAulay, CEO, Echo Energy Plc