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
Crowe, has advised on the acqusition of managed print solutions provider, United Carlton by DMC Canotec.
The firm’s Corporate Finance team provided financial and tax due diligence, as well as buy side advice on working capital, review of financial and taxation matters in the sales and purchase agreement and other ad hoc advice. The Corporate Finance team consisted of Geert Struyven, David Payne and Lewis Clarke. Tiina Weekes supported the transaction from a tax advisory side.
Since forming in 1987, United Carlton has developed strong relationships with clients across its three offices in Gateshead, York and Warrington. The combined business will employ 250 staff, supporting 4,500 customers.
The latest acquisition is DMC Canotec’s fifth in six years, further broadening its portfolio of managed services, including document management solutions, managed print services, IT managed services and telecoms.
"Geert and the team at Crowe did a great job supporting DMC Canotec on our latest acquisition and we look forward to working with them again in the future.”
- Simon Davey, CEO
Crowe has advised on two
acquisitions for Montreux Healthcare Fund, through its operating company Active
Care Group Limited.
The organisation, which
invests in the UK specialist care space, acquired both AJ Case Management and
Medbank Healthcare Solutions in September 2019. Birmingham based AJ Case
Management will enhance the large case management component in their existing
portfolio, while specialist recruitment business, Medbank Healthcare Solutions,
will grow the operating comany’s staffing strategy, which serves the whole
Geert Struyven, David Payne and Lewis Clark formed Crowe’s Corporate Finance team, who provided financial
and tax due diligence as well as acquisition advice. This included inter alia
advice on the normalised working capital. Emma Reynolds and Tiina Weekes also supported
from the firm’s tax team.
This latest activity
follows the acquisiton of Independence Homes in January 2019 and the Lane Fox
Remeo Respitory Centre in July 2019, bringing the total number of deals which
Crowe has advised Montreux Healthcare Care on this year to four.
“The acquisitons of both AJ Case
Management and Medbank Healthcare Services will strategically enhance our
service offering and reach.
“AJ Case Management will
complement our existing portfolio and add key staff which will have an impact
across the whole business. While Medbank Healthcare Solutions will enhance our
staffing strategy, filling a geographical gap in the current portfolio.”
- Oliver Harris, CEO, Montreux Capital Management, commented:
Crowe has advised on the acquisition of Brighton-based lanuage course provider, Cactus Worldwide Limited (Cactus) by British Study Centres Limited (BSC).
BSC specialises in the delivery of high quality English language training to adults and young learners, teacher training courses for UK and overseas teachers and University Pathway programmes in partnership with NCUK, a consortium of leading UK universities.
The acquisition of Cactus enables BSC to add to their existing portfolio and take a further step towards their strategy to build a global
learning experience group.
Crowe’s Corporate Finance team consisted of Geert Struyen, David Payne and Oliver Weston. Tiina Weekes and Jack Paine also supported from the
firm’s tax team.
"This is a strategic acquisition for BSC as Cactus offers a very complementary
service. We look forward to working with the existing management team to
support and expand the Cactus business."
- Nick Alexandrou, CEO
The Burden Group is a well-diversified UK food distribution business,
headquartered at Five Oak Green, Kent, with revenues of £150 million. It has
business locations in London, Fareham and Newcastle. Notably, it is the largest
business operating in London’s Smithfield Market.
The acquirer, London based Caneda Foods is a
long-term buy-and-build investor in the UK food supply market, which is seeking
to invest in strong owner-managed companies with compelling growth potential.
Crowe’s Corporate Finance
team advised the shareholders of The Burden Group on the sale and introduced
Caneda Foods as potential purchases. James
Bullock and Tim Turner from Brachers were legal advisors to the shareholders of
the Burden Group, while Caneda Foods were advised by Morrison Foerster.
"The food market is currently
undergoing significant and rapid change, which is increasingly challenging
existing business models. We wanted to ensure the company was best placed to
deal with these changes and considered Caneda Foods the right home for the long
term future of the business and its employees. We were immediately
impressed with Crowe and the Corporate Finance team’s industry knowledge and understanding of the issues our business and shareholders
face. I have worked for The Burden Group for more than 30 years and am
delighted that its future is in good hands.”
- Trevor Hussey, CEO of The Burden Food Group
“We are delighted to have completed
this acquisition, which is our first. The Burden Group is a strong business
with an outstanding reputation and is a great fit with our strategy. We
look forward to working with Trevor and his team to grow the business.”
- Desmond Doyle, Chief Executive of Caneda Foods
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
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
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
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
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
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
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
TTS Pharma Limited - £10 million private placement
TTS Pharma Limited (TTS), a vertically integrated supply chain manager in the cultivation, manufacturing, and development of the emerging ethical cannabis market, announces that it has successfully closed a private placement totalling £10.3 million.
This investment will support TTS in becoming one of the leading global suppliers in this fast-growing industry, allowing it to expand its existing supply chain, develop its own facilities and further strengthen its academic and commercial partnerships.
Leading national audit, tax and advisory firm Crowe has supported TTS during this period of growth, with corporate finance partner Mitesh Patelia leading the team, assisted by Alex Nursey.
“Crowe has been an extremely trusted advisor during this exciting period of growth. We would recommend them to any emerging company that require the skillset of a full service accountancy firm."
- Mark Tucker, CEO, TTS Pharma Limited
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
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 Alex Nursey and 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
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
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 and Tom Taylor.
“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
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:
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 Alex Nursey and 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
Crowe, has provided due diligence advice on the acquisition of a Nottingham-based laser technology company by Summa NV, a print finishing technology business, headquartered in Belgium.
CadCam Technology (CCT), an expert in innovative laser technologies for the textile industry, and its subsidiary GS UK Ltd, has been acquired by Summa.
The Summa product portfolio will be enhanced with a cutting edge laser product line and we are pleased to have been able to provide professional advice in enabling this deal to happen. For nearly 30 years, Summa has been producing the world’s highest quality vinyl and contour cutters and finishing flatbeds. CCT’s main markets are soft signage, garment and garment embellishment and it has customers in the automotive, solar panels, sportswear and footwear industries.
Working in close collaboration with CCT, its subsidiary GS is an important UK distributor and test centre of CCT equipment.
The specialisation of CCT is offering customised solutions based on their product range and core technologies, while Summa has proven to develop and produce a high-quality product series. By combining both teams, the organisation has experts on all levels.
Crowe acted as financial due diligence advisors on the transaction. Our corporate finance team was led by Andy Kay.
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
A Bromyard manufacturer of specialist sprayers and weed control equipment has been bought by a Spanish company in a deal advised by the Crowe Midlands office.
Corporate Finance Partner Andy Kay advised the shareholders of Micron Group in the sale for an undisclosed sum to Goizper, a spraying and biotechnology business based in northern Spain.
Andy Kay said: "Micron was originally founded in 1954 by Edward Bals because of his concern then about the indiscriminate way in which pesticides were being applied, following first-hand experience in tropical agriculture.
Since that time this family business has continued to grow under the stewardship of the Bals family, acquiring Micron Air in 2000 and Enviromist Industries in 2004. The sale to Goizper was the next natural step in the Group's evolution and we were delighted to have assisted the shareholders in realising their plans."
Today, Micron Group incorporates Micron Sprayers, Micron Air and Micron Enviro divisions, serving a broad range of industries worldwide.
Based at Bromyard Industrial Estate, near Hereford, the group now employs 46 and had a turnover of £3.6 million in its last financial year to December 2017.
Goizper Group specialises in hand-held and pressure sprayers, offering brands including Matabi, Osatu, Inter and IK.
A spokesman for Goizper Group said:
“Both Goizper and Micron will retain their identities, with no significant change in organisation or commercial policies.
I have nothing but praise for Andy – easy to work with, worked hard and diligently on the issues and gave very good advice at critical points in our negotiations."
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.
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
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.
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
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
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
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.
"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
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
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.
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
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
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
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:
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
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
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
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
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
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
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
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."