Corporate Finance Deals 2018

We work with a variety of companies of all sizes, across the markets sectors. Here we outline a selection of the deals we have recently advised.
Standard List: Toople Plc

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, Alex Nursey 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

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

Sale: Mecmesin Limited

We are delighted to have advised the shareholders of Mecmesin Limited, a designer and manufacturer of force and torque measurement and testing systems, on its sale to Physical Testing Properties Limited, a portfolio company of US Private Equity investor Battery Ventures.

Established in 1977 and based in Slinfold, Mecmesin is a leader in its field with a reputation, established over 40 years, for exceptional quality, service and value. The Company is an innovator in its field and has invested heavily over recent years in the development of its own transformational technology platform, Vector.

Battery Ventures is a global, technology focused investment firm. Founded in 1983, the firm makes venture-capital and private-equity investments from offices in Boston, the San Francisco Bay Area, London, New York and Israel.

The shareholders of Mecmesin were advised by our corporate finance team led by Matteo Timpani, supported by James Smith.

Mark Tasker led the team from Bates Wells Braithwaite who advised the majority shareholders on the legal aspects of the sale.

"Anyone looking for a corporate finance adviser to deliver what, for me, was the most important deal of my life, would struggle to find anyone more capable than Matteo and his team. Crowe’s professionalism and marketing approach delivered what I considered to be an exceptional number of high quality offers from UK and overseas buyers. Crowe superbly managed negotiations and the entire deal process through to final offers and ultimately completion. Without doubt this transaction has been one of the most stressful, emotional, and tiring events I have ever experienced. However, the constant support and obsessive vigilance from Matteo and James and their interaction with my team and the legal advisers, ensured a complex sale resulted in a positive outcome for all concerned."
Rob Oakley, Principal shareholder, Mecmesin

Acquisition: CentralNic Group Plc

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

Acquisition and re-admission to AIM: Diversified Gas & Oil PLC 

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

 

Acquisition and admission to NEX Exchange Growth Market: The Barkby Group Plc

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

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

Acquisition/Re-admission to Standard List: Emmerson Plc

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 Alex Nursey and 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

AIM admission: Polarean Imaging Plc

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, Mitesh Patelia and Alex Nursey.

"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

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

Aim admission: Bacanora Minerals Ltd

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 Alex Nursey and 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: Montreux Healthcare Fund

Crowe has provided acquisition advice to a national healthcare fund, supporting their purchase of a leading care provider.

The Montreux Healthcare Fund has acquired Active Assistance, based in Sevenoaks, with the deal supported by Crowe’s specialist advisors, Geert Struyven and David Payne. Additional tax advisory services were also provided by Tiina Weekes and Emma Haggarty, allowing the deal to be completed smoothly.

Active Assistance, who are based in Sevenoaks, Kent, provides specialist care to individuals with acquired brain injury (ABI) and spinal cord injury (SCI) in domiciliary and residential settings. With annual revenues exceeding £50 million, the organisation also owns the UK’s largest Case Management Group, serving clients with an acquired brain injury and other neurological conditions, throughout the care pathway.

The deal constitutes the second major transaction completed by Montreux in recent months, having sold The Regard Group in January 2018.

"The acquisition of Active Assistance was part of a competitive process and Crowe expertise and flexibility enabled us to meet a tight deadline. The deal will enable us to move to the next stage of our strategy, delivering more investment into the healthcare industry."

- Oliver Harris, CEO, Montreux Capital Management

Acquisition: Diversified Oil and Gas

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 who was supported by Tom Taylor.

"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

Nasdaq admission: HRC World

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

Acquisition: EQTEC

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 Alex Nursey and 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

AIM re-admission: Echo Energy

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 Alex Nursey, 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

Sale: Mountain Warehouse

Our Corporate Finance team advised on the sale of an outdoor clothing and equipment company to Mountain Warehouse. AL & ID Fox Ltd, trading as Fox&'s Outdoor, has been acquired by Mountain Warehouse Ltd, the nationwide outdoor equipment retailer.

Crowe UK acted as lead advisors to the vendors and the team included Andy Kay, Corporate Finance Partner in the Midlands; Richard Baker, Thames Valley Audit Partner and Jane Mackay, Thames Valley Tax Partner. Reading law firm Boyes Turner advised the vendors.

Fox's Outdoor, a family business based in Amersham, was founded over 60 years ago.

Andy Kay said: "This was a real team effort involving our Midlands office in Oldbury and our Thames Valley office in Reading. "Mountain Warehouse was a natural choice for a buyer for the Fox family business."

Kevin Fox, former Managing Director of Fox’s Outdoor, said: "The Fox family would like to thank Crowe UK for all of their hard work and professionalism over the last year in completing the successful sale of our business in Old Amersham.

"Without the support and advice from Andy Kay and Richard Baker, in particular, the family would not have secured the sale to Mountain Warehouse and we thank them wholeheartedly for all their time and effort spent, especially in the final frantic days leading up to completion."

In May 2017, Mountain Warehouse reported 20 years of uninterrupted growth, with sales up 30.8% in the year to February 2017. From a first shop in Swindon in 1997, the firm now has 262 in the UK with plans for a further 40.

Andy Kay added: "The mid-tier UK corporate finance market is strong and, despite warnings of economic uncertainty, there are still buyers for good businesses.

"We are pleased to have advised the Fox family on the sale of a long-established company into the hands of one of the UK’s most entrepreneurial and fast growing outdoor clothing and equipment retailers."