grant thornton uk - raising the bar: a review of corporate finance deals in 2011

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Raising the bar A review of Corporate Finance deals in 2011

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There’s no denying that 2011 was another difficult year. Notwithstanding the state of the market, the Grant Thornton Corporate Finance team had a busy year in 2011. We were successful in maintaining both the quality and quantity of deals that we advised on. This is due to a number of reasons including our local transaction teams providing national coverage, our clear focus on the mid-market, both in the UK and globally, and our commitment to building longterm relationships with dynamic companies and individuals. Raising the Bar takes a look at the deals we advised on throughout the year highlighting our sector expertise.

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Page 1: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the barA review of Corporate Finance deals in 2011

Page 2: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

2 Raising the bar

ContentsForeword

Support services

Case study: Team24 Limited

Consumer markets

Case study: Kiddicare.com

Technology

Case study: ISIS Equity Partners

Healthcare

Media

Financial services

Case Study: Coface Receivables Finance Limited

Property and construction

Education and housing

Energy, environment and sustainability

Industrial, extractive and manufacturing

Private Equity

Case Study: ECI Partners

Corporate finance contacts

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Page 3: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the bar 3

Foreword

Whilst deals are undoubtedly taking longer to complete, there is no doubt that there is still a strong demand to invest in high quality companies with a robust business plan and high quality management team. It is however more important than ever that shareholders, investors and management teams gain the best advice possible in order to complete deals and maximise the benefits from them.

Notwithstanding the state of the market, the Grant Thornton Corporate Finance team have managed to maintain both the quality and quantity of deals that we advised on. I believe that this is due to a number of reasons including our local transaction teams providing national coverage, our clear focus on the mid-market, both in the UK and globally, and our commitment to building long-term relationships with dynamic companies and individuals. Some of our largest deals during 2011 came from companies that we have advised over a number of years and it is always extremely satisfying to have built a deep relationship with shareholders and management teams and then to help them to realise their strategic objectives.

However, the main reason for our success is undoubtedly the quality of our team, both within Corporate Finance and across the wider firm. We recognise that our people are our greatest asset and, despite the conditions in the market, have continued to invest to strengthen the team, having appointed three new partners and four new directors during 2011. This demonstrates our commitment to the mid-market and our belief in the opportunities that still exist for dynamic companies in this market. The key to seizing those opportunities is ensuring that you get the best possible advice and that is what you can be assured that Grant Thornton provide.

Geoff DaviesHead of Corporate Finance

There’s no denying that 2011 was an eventful year, with the Eurozone crisis, government cuts, liquidity issues in the banking arena and a wide variety of other issues resulting in uncertainty in the economy and volatility in the stock markets.

Page 4: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

4 Raising the bar

Acquisition of M. Hubauer GmbH & Co KG

Beverage logistics

£undisclosed May 2011

Grant Thornton Germany provided corporate fi nance advisory services

Trinks GmbH

Acquisition of Impulse Worldwide Limited by Transworld Global Logistics

Courier and logistics

£undisclosed June 2011

Grant Thornton provided corporate fi nance advisory services

Transworld

Acquisition of FourStar

Employment and training

£3 million April 2011

Grant Thornton provided due diligence services

Staffl ine Plc

Investment by ECI Partners

Travel management solutions

£undisclosed April 2011

Grant Thornton provided due diligence services

Reed & Mackay

Grant Thornton France provided corporate fi nance advisory services

LDC

Disposal to Pénélope

Hosts and hostesses agency

£undisclosed June 2011

CC Team

Disposal of Team24 Ltd to Capita Group Plc

Healthcare recruitment

£24 million May 2011

Grant Thornton provided corporate fi nance advisory services

Team24 Limited

Disposal

Social housing

£undisclosed July 2011

Grant Thornton provided corporate fi nance advisory services

Tompkins and May Partnership

Disposal to Elior

Facility management

£undisclosed June 2011

Grant Thornton France provided corporate fi nance advisory services

Decoparc

Acquisition of Document Express

Sells, leases and maintains print focused equipment, software and infrastructures

£undisclosed May 2011

Grant Thornton provided due diligence and tax services

The Danwood Group

MBO

Facilities management

£9 million February 2011

Grant Thornton provided corporate fi nance advisory services

Facilities Services Group

Facilities Services GroupNationwide Property Solutions

The Grant Thornton team provided a joined up approach to the work delivered. The advice they provided was insightful and highlighted the key issues from a fi nancial and commercial perspective. The team was fully committed and proactive in project managing the deal to a successful conclusion.

Tony Norwood Investment Director LDC

Grant Thornton introduced a well-developed opportunity and provided full advisory support throughout a complex transaction, complementing Corporate Finance advice with Tax and Pensions services to help ensure completion of a challenging deal.

Mark Aldridge CEO Better Capital

Support services

Secondary buy out of Driver Hire Investments Group Limited

Logistics recruitment

£undisclosed June 2011

LDC

Grant Thornton corporate fi nance advisory and due diligence services

Private Equity Less Ordinary

Page 5: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the bar 5

Acquisition of Mouchel Rail from Mouchel plc

Support services

£3.4 million October 2011

Grant Thornton provided corporate fi nance advisory and due diligence services

Sinclair Knight Merz

The assets of Evergo Canada Inc. acquired by Agrium Inc.

Haulage and logistics

£undisclosed July 2011

Grant Thornton Canada provided corporate fi nance advisory services

Evergo Canada Inc.

Disposal

Publisher and printer

£undisclosed October 2011

Grant Thornton provided corporate fi nance advisory services

John Good Limited

AMA disposal

Transport and logistics

£undisclosed August 2011

Grant Thornton provided corporate fi nance advisory services

Romac Technical Services Limited

Disposal to May Gurney

Specialised vehicle leasing to local authorities

£65 million November 2011

Grant Thornton provided vendor due diligence services

Senturion Group / RJD Partners

Refi nancing

Healthcare recruitment services

£undisclosed November 2011

Grant Thornton provided fi nancial due diligence services

Healthcare Locums plc

Acquisition of the trade and net assets of Pindar Plc

Printing

£undisclosed July 2011

Grant Thornton provided corporate fi nance advisory services

York Mailing Limited

I would like to thank the Grant Thornton team for the way they kept in touch from the fi rst day through to completion of the sale giving me endless support and guidance throughout the transaction. It was a real pleasure to have Grant Thornton and in particular Rupert and his team with me throughout the process and I would have no hesitation in recommending Grant Thornton to anyone considering selling their business.

Robert StiffManaging DirectorTeam24 Limited

Case Study:Team24 LimitedIn May 2011 Grant Thornton advised the shareholders of Team24 Limited in respect of the sale to Capita Group Plc.

Headquartered in Surrey, Team24 Ltd provides nurses and doctors at short notice for a wide range of temporary placements across the NHS and the private sector. The acquisition adds depth and breadth of expertise both to Capita’s recruitment business and to the range of services it provides to the NHS and wider healthcare market.

Established in 2005, Team24 employs 80 staff and has approximately 4,000 doctors and nurses registered for placement. Team24 made a pro-forma operating profi t for its fi nancial year to 31 March 2011 of £4.2 million on turnover of £32.7 million. Capita acquired Team24 for an initial consideration of £24 million and a deferred consideration of up to £2 million dependent on Team24’s profi t performance in the year to 31 March 2012.

Commenting on the deal, Rupert Rawcliffe, Corporate Finance Director at Grant Thornton, said: “We are very pleased to have assisted in successfully concluding this deal. We ran a highly competitive sales process which attracted strong interest from a

Merger and debt fi nancing

Legal services

£undisclosed November 2011

Grant Thornton provided due diligence services

Davies Arnold Cooper LLP

Disposal

Transport and distribution

£undisclosed November 2011

Grant Thornton provided corporate fi nance advisory and tax services

Mainland Express Limited

Acquisition of Spicers UKand Ireland

Offi ce products supplier

£40 million December 2011

Grant Thornton provided corporate fi nance advisory services

Spicers Limited

host of trade and private equity bidders. Capita was prepared to pay a good price to support its ongoing strategy to become a leading healthcare resource provider to the NHS and the wider public and private healthcare sector”.

Page 6: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

6 Raising the bar

MBO of CarTrawler by ECI Partners

Online car rental

£undisclosed May 2011

Grant Thornton provided due diligence services

ECI Partners

Acquisition of The Royal Park Hotel Limited Five Star Boutique hotel

Hotel and leisure

£undisclosed March 2011

Grant Thornton provided fi nancial due diligence services

Bird Group (India)

AIM fl otation and placing

Agriculture

£35 million raised June 2011

Grant Thornton acted as reporting accountant

Zambeef Products plc

Acquisition of The Real Greek Food Company Limited

Restaurants

£undisclosed June 2011

Grant Thornton provided fi nancial due diligence services

KEFI Limited

Disposal of Casterbridge Tours Limited

Educational tour operator

£undisclosed April 2011

Grant Thornton provided corporate fi nance advisory services

Casterbridge Tours Limited

£65 million Placing and Open Offer, Issue of £65 million Convertible Bonds and acquisition of Centrebet International Limited

Online betting and gambling

£118.5 million June 2011

Grant Thornton provided due diligence services and acted as reporting accountant

Sportingbet plc

Acquisition of Number Ten Hotel, Edinburgh

Hotel and leisure

£undisclosed April 2011

Grant Thornton provided due diligence services

Shanti Hospitality Group Limited

Disposal to Wm Morrison Supermarkets plc

Multi-channel online retailer of baby products

£70 million February 2011

Grant Thornton provided corporate fi nance advisory and tax services

Kiddicare.com

Acquisition of Cocosa

Online retailing

£undisclosed July 2011

Grant Thornton provided fi nancial and tax due diligence services

Mafco Investments

Disposal of 19 department stores

Consumer retail

£7.5 million May 2011

Grant Thornton provided corporate fi nance advisory services

Anglia RegionalCo-operative Society

Refi nancing and acquisition of Capper & Co Limited

SPAR Wholesaler and Food retailer

£undisclosed March 2011

Grant Thornton provided corporate fi nance advisory and due diligence services

A.F Blakemore & Son

Acquisition of a minority stake in Sun City Group

Children’s clothing under licenses

€60 million July 2011

Grant Thornton France provided corporate fi nance advisory services

Edmond de Rothschild Investment Partners

Acquisition of Bottlegreen from Piper Private Equity

Drinks retailer and manufacturer

£undisclosed May 2011

Grant Thornton provided advisory and due diligence services

SHS Group Limited

Acquisition of Momondo AS

Online fl ight search engine

£undisclosed March 2011

Grant Thornton provided tax and fi nancial due diligence services

Cheapfl ights Limited

Acquisition

Food manufacturing

£undisclosed March 2011

Grant Thornton provided corporate fi nance advisory services

Abbeydale Food Group Limited

We are delighted by the consistently energetic and professional advice and support that we have received from the Grant Thornton Corporate Finance team. We look forward to building on our existing relationships withinGrant Thornton as we seek to grow the Abbeydale Food Group in the future.

Andrew HayesManaging DirectorAbbeydale Food Group Limited

Consumer markets

Page 7: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the bar 7

Finance facility for the restoration of luxury hotel accommodation

Hotels and Leisure

£undisclosed October 2011

Grant Thornton provided fi nancial and commercial due diligence services

Kintyre Development Company Limited

Acquisition of Captain Tortue Group

Direct selling: women and children apparel

€60 million September 2011

Grant Thornton France provided corporate fi nance advisory services

L Capital

Disposal of business and assets

Hotel and leisure

£111 million September 2011

Grant Thornton provided corporate fi nance advisory services

Jarvis Hotels Limited in Administration

Sale of trade and assets of its subsidiary, Bishop Commercial Holdings Ltd, to KSC Worldwide Limited

Petrol & convenience retail

£undisclosed November 2011

Grant Thornton provided corporate fi nance advisory services

The Stamford GroupLimited

Acquisition of Coffee #1 Limited

Brewing and hospitality

£undisclosed October 2011

Grant Thornton provided corporate fi nance advisory services

SA Brain & Company Limited

Acquisition of Blue Earth Foods Limited

Chilled seafood supplier

£undisclosed October 2011

Grant Thornton provided due diligence and tax services

Seafresh Industry Public Company Limited

Disposal of Turkish language website business

Online betting and gaming

£125 million November 2011

Grant Thornton acted as reporting accountant

Sportingbet plc

Disposal to MarineMart Limited

Wholesaler of motor home spare parts and accessories

£2.5 million August 2011

Grant Thornton provided corporate fi nance advisory services

Nova Leisure Limited

Disposal to Whitby Seafoods Limited

Food and beverage

£undisclosed December 2011

Grant Thornton provided advisory and taxation services to the vendor

Rockall Seafoods Limited

Investment in Tortilla (Mexican Grill Limited)

Food retail

£undisclosed December 2011

Grant Thornton provided due diligence services

Quilvest Private Equity

Acquisition of ScottishFood Quality Certifi cation Limited backed by Canter Equity Partners

£undisclosed August 2011

Grant Thornton provided fi nancial due diligence services

Certus Compliance Group/ Canter Equity Partners

Grant Thornton’s Corporate Finance team did a brilliant job for us on this transaction. They ran an aggressive sales process in a rapid timescale and were highly professional throughout. Together we delivered a fantastic outcome from the sale of kiddicare.com and I would have no hesitation in recommending the deal team as advisers in the future.

Scott Weavers-WrightCEOkiddicare.com

Case Study:Kiddicare.comGrant Thornton’s Corporate Finance team has advised the partners of kiddicare.com in respect of the business sale to Wm Morrison Supermarkets plc for £70 million. The acquisition represents the fi rst step for Morrisons in developing its online business.kiddicare.com, based in Peterborough, is the UK’s leading specialist online retailer of baby products, with annual revenues of circa £37.5 million and has grown by 75% inthe past three years. Over 80% of kiddicare.com’s sales are now generated via its online channel.

Commenting on the deal, Tim Hansell, Corporate Finance Director atGrant Thornton, said: “kiddicare.com is a high quality business which attracted signifi cant interest from a broad range of strategic trade and private equity buyers, with around 20 indicative bids being received for the business. We ran a hotly contested auction process for this asset culminating in a fantastic price being delivered for the vendors in a rapid timescale.”

Mike Hughes, Corporate Finance Director at Grant Thornton said, “This process has provided further evidence that strategic trade buyers are very defi nitely back in the Retail M&A market. Businesses such as kiddicare.com, with a strong brand name, a scalable technology platform and signifi cant operating capacity, can expect to continue to be top of buyers shopping lists in the months ahead.”

Page 8: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

8 Raising the bar

Disposal to Point International

Electronic payment systems

£undisclosed June 2011

Grant Thornton provided corporate fi nance advisory services

Commidea Limited

Disposal to Bytes Technology Group Limited

IT security

£undisclosed August 2011

Grant Thornton provided corporate fi nance advisory services

Security Partnerships Ltd

Acquisition of Switch Media Limited

Managed hosting solutions

£1.25 million April 2011

Grant Thornton provided due diligence services

iomart Group Plc

Disposal to Vitruvian Partners

Business telecoms reseller

£undisclosed April 2011

Grant Thornton provided corporate fi nance advisory services

Unicom

MBO

Software for the hospitality industry

£undisclosed March 2011

Grant Thornton provided operational due diligence services

ECI / Fourth Hospitality

Disposal to the AA

Risk management solutions

£undisclosed August 2011

Grant Thornton provided corporate fi nance advisory services

Intelligent Data Systems Limited

Disposal to Peopleclick Authoria

Workforce analytics and talent management software

£undisclosed April 2011

Grant Thornton US provided corporate fi nance advisory services

Acquire Inc

Acquisition of Attenda Limited

IT services

£50 millipn August 2011

Grant Thornton provided due diligence services

Darwin Private Equity

AIM fl otation

Real time location systems

£38.6 million market cap June 2011

Grant Thornton acted as reporting accountant

Ubisense Group plc

Acquisition of FS Walker Hughes Limited backed by Growth Capital Partners

IT managed services

£undisclosed August 2011

Grant Thornton provided due diligence services

Amor Group/ Growth Capital Partners

Acquisition of TS3 Services Limited

Electronic payment systems

£undisclosed June 2011

Grant Thornton provided corporate fi nance advisory services

Point International Group

Technology

We are delighted with the advice provided by Grant Thornton’s Transaction Advisory team. The team worked closely with us throughout the process and focused on delivery of our objectives. The Attenda investment was completed in seven weeks from gaining access to the Company and Grant Thornton’s ability to provide high quality, value added analysis in the context of a rapid transaction timetable helped our Fund complete this exciting investment. We found Grant Thornton highly supportive throughout our investment process by clearly understanding our needs as a privateequity investor.

Nick JordanPartnerDarwin Private Equity

Page 9: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the bar 9

Acquisition of Woodcote Software Limited

Human resource specialist software

£3.8 million September 2011

Grant Thornton provided fi nancial due diligence services

Dillistone plc

MBO

M2M Communications

£undisclosed August 2011

Grant Thornton provided operational due diligence services

ECI / Wireless Logic

Acquisition of TIS Software Limited

Software solutions

£undisclosed October 2011

Grant Thornton provided corporate fi nance advisory services

Kerridge Commercial Systems Limited

Acquisition of C&C Technology Limited

IT consultancy

£undisclosed November 2011

Grant Thornton provided fi nancial and tax due diligence services

Team Telecommunications Group Limited / Gresham

Technology

We are delighted to have worked with Grant Thornton on this transaction. They helped us run an aggressive process to a rapid timescale and were highly professional and hands on throughout. The team worked with us and the Management Team to deliver a transaction which met all our original expectations.

Xavier Woodward Investment DirectorISIS Equity Partners

Case Study:ISIS Equity Partners

In October 2011 Grant Thornton advised ISIS Equity Partners (‘ISIS’) on the institutional buy-out of Onyx Group Limited (‘Onyx’) for £27 million. Established in 1994 Onyx is an operator of data centres, business continuity centres and a provider of cloud computing services. It was recently listed in The Sunday Times Tech Track 100 which monitors the faster growing technology companies in the UK.

The company with annual revenues of circa £15 million, has its headquarters in Stockton-on-Tees and ten sites across the UK including London, Glasgow, Edinburgh, Newcastle, Teesside and Sheffi eld.

Grant Thornton worked closely with ISIS providing lead advisory services. ISIS have a well-established track record of helping ambitious entrepreneurs create long-term value and market leadership. ISIS typically invest in businesses valued between £5 million and £75 million.

Bridie Robinson, Corporate Finance Associate Director at Grant Thornton, said: “We are very pleased to have assisted in successfully concluding this deal. The deal has provided further evidence that there is a secure banking appetite given the business has the right attributes and Onyx has a strong position as a leading specialist IT provider. The investment by ISIS will enable the company to grow and build on its success to date.”

IBO of Onyx Group Limited

Provider of IT solutions

£27 million October 2011

Grant Thornton provided corporate fi nance advisory services

ISIS Equity Partners

Disposal

Provider of outsourced database, applications and security management

£undisclosed September 2011

Grant Thornton provided vendor due diligence services

ISIS / Quantix

MBO of Selection Services Limited and acquisition of Cloud Data Limited

IT services

£undisclosed December 2011

Grant Thornton provided corporate fi nance advisory and tax services

Palatine Private Equity

Page 10: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

10 Raising the bar

Acquisition

Fostering and education services

£undisclosed April 2011

Grant Thornton provided corporate fi nance advisory and fi nancial due diligence services

Acorn Care and Education Limited

Acquisition of Pathway Care fostering

Fostering services

£undisclosed August 2011

Grant Thornton provided corporate fi nance advisory and fi nancial due diligence services

Acorn Care and Education Limited

RGF funding secured from the Department of Business, Innovation and Skills

Pharmaceuticals

£1.6 million October 2011

Grant Thornton provided due diligence services

Molecular Profi les Limited

AIM fl otation

Medical devices

£34 million market cap November 2011

Grant Thornton acted as reporting accountant

Sphere MedicalHolding plc

Merger of Beechwood Court and Orbis Education &Care

Specialist and care

£undisclosed April 2011

Grant Thornton provided corporate fi nance advisory services

Ludlow Street Healthcare

Sale to Centric Health Corporation Healthcare

Private surgical facilities

£undisclosed January 2011

Grant Thornton Canada provided corporate fi nance advisory services

Surgical Spaces Inc.

Healthcare

Page 11: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the bar 11

Media

We were delighted with the input provided by Grant Thornton’s Transaction Advisory Services team.The team worked closely with us throughout the process and focused on delivery of our objectives. The Grant Thornton UK and US teams showed commitment in ensuring that the work was completed to an excellent standard and within our expected timescales which was key.

David SurteesChief Financial Offi cerPerform Group Plc

Acquisition of Web Recruitment Services Limited

Web-based recruitment

£undisclosed July 2011

Grant Thornton provided due diligence and tax services

Incisive Media Limited

Disposal of Mediaprism to Mediapost

Direct marketing

£undisclosed March 2011

Grant Thornton France provided corporate fi nance advisory services

Mediaprism

Fundraising by Croissance Nord Pas-de-Calais

Interactive agency

£undisclosed July 2011

Grant Thornton France provided corporate fi nance advisory services

Freetouch

Public to private by Vitruvian Partners

Media logistics

£undisclosed April 2011

Grant Thornton provided tax and due diligence services

Independent Media Distribution plc

Acquisition of Media Initiatives Limited

Face-to face marketing

£undisclosed November 2011

Grant Thornton provided due diligence services

JCDecaux UK

Refi nancing

Digital media and data content management

£undisclosed October 2011

Grant Thornton provided fi nancial and tax due diligence services

Progressive Digital Media Group Plc

Acquisition of Allsave Limited and My Family Care Vouchers Limited

Marketing services

£undisclosed April 2011

Grant Thornton provided fi nancial & commercial due diligence services

Motivcom plc

Acquisition of Goldserve Limited

Online lead generation for MICE venues

£undisclosed August 2011

Grant Thornton provided commercial due diligence services

Motivcom plc

Acquisition of the trade and assets of 63336 limited

SMS-based Q&A service

£undisclosed December 2011

Grant Thornton provided due diligence services

Bongo IP Pty Limited

Sale of Media Square Plc

Marketing services

£undisclosed December 2011

Grant Thornton provided corporate fi nance advisory services

Media Square Plc

Acquisition of Goal.com (Holdco) SA

Digital sports media

US$30 million February 2011

Grant Thornton provided due diligence services

Perform Group plc

Offi cial list IPO

Digital sports media

£586 million market cap. £72.5 million raised April 2011

Grant Thornton acted as reporting accountant

Perform Group plc

Acquisition of a majority stake in Time Out America LLC

Digital media

$14.2 million May 2011

Grant Thornton provided due diligence and tax services

Oakley Capital Private Equity

Acquisition of Pragma Holdings Limited and Pragma Consulting Limited

Marketing services

£undisclosed September 2011

Grant Thornton provided fi nancial and tax due diligence

St Ives plc

Page 12: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

12 Raising the bar

Financial services

Acquisition of Eurofactor UK Limited

Asset based lender

£undisclosed September 2011

Grant Thornton provided fi nancial and tax due diligence services

GE Capital

Acquisition of Corporate and Employee services division of NatWest Stockbrokers

Share registrar

£undisclosed September 2011

Grant Thornton provided due diligence and tax services

Equiniti

Disposal of its European high yield business to Brookfi eld Investment Management (UK) Limited

Investment management

£undisclosed March 2011

Grant Thornton provided corporate fi nance advisory services

Pall Mall InvestmentManagement Limited

Acquisition ofSensornet Limited

Asset monitoring solutions

£undisclosed October 2011

Grant Thornton provided fi nancial and tax due diligence services

Nova Ventures Corporation/Sensornet Limited

Adoption

Financial services

May 2011

Grant Thornton acted as nominated adviser

Merchant Securities

Takeover

Financial services

December 2011

Grant Thornton acted asRule 3 Advisor

Merchant Securities

Adoption

Financial services

October 2011

Grant Thornton acted as nominated adviser

LegendaryInvestments plc

Disposal of the loan book of Coface Receivables Finance Limited to Leumi ABL

Receivables fi nance

£undisclosed October 2011

Grant Thornton provided corporate fi nance advisory services

Coface Receivables Finance Limited

New fi nance facility

Claims management

£undisclosed August 2011

Grant Thornton provided due diligence services

Give Me My Money Limited

Grant Thornton was instrumental in enabling the management team to work towards its goal of completing a successful MBO. The management team of MoneyPlus Group had complete confi dence in them and their experience showed through in different aspects of the deal. Having now refl ected on the deal I can point to specifi c areas where Grant Thornton argued our case and successfully delivered a better package for the management team than we expected. I would have no hesitation in recommending them on any similar transaction.

Chris DavisCEOMoneyPlus Group Limited

MBO of MoneyPlus Group Limited

Financial services

£undisclosed June 2011

Grant Thornton provided corporate fi nance advisory and tax services

MoneyPlus Group Limited

Page 13: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the bar 13

Financial services

The Grant Thornton team handled our disposal process with great skill and professionalism but most importantly to me never forgot that this transaction was about people and clients. The corporate objectives were all achieved and I was guided and supported at every step by people who understood what could be achieved, what was important and how things need to be done. My thanks to Rupert Rawcliffe and his team for all of the help they gave me.

Mark Chamings DirectorCoface Trade Receivables Limited

Case Study:Coface Receivables Finance LimitedIn October 2011 Grant Thornton’s Gatwick based Corporate Finance team advised the management of Coface Receivables Finance Limited in respect of the sale of its portfolio of clients to Leumi ABL the asset based lending subsidiary of Bank Leumi (UK) plc. Coface Receivables Finance is part of the Coface Group delivering it’s factoring products in the UK and Ireland, including invoice discounting, export funding and reverse factoring. The acquisition adds depth and breadth to Leumi’s current factoring offering.

Phil Woodward, Managing Director of Leumi ABL adds: “This deal continues our growth strategy and follows our purchase two years ago of the Charterhouse Commercial Finance client book. Since launching Leumi ABL fi ve years ago, we’re proud to have built a strong reputation in the mid-tier deal making arena. We are very pleased to be able to extend our offering to assist the growth of these additional clients, whilst offering the fl exibility, speedy decision making and personal approach for which we are known. As with our existing clients, Leumi ABL’s full asset based lending capability will be available to support these new clients as their business needs evolve.”

Xavier Denecker, Managing Director of Coface in the UK and Ireland, said “Coface is discontinuing its receivables fi nance activity in the UK to focus on its core business, trade credit insurance. We are confi dent that our receivables fi nance clients will fi nd at Leumi ABL the business understanding and quality

of service they appreciated at Coface. We look forward to developing with Leumi ABL a strong partnership between receivables fi nance and insurance.”

Commenting on the deal, Rupert Rawcliffe, Corporate Finance Director at Grant Thornton, said: “Following on from our successful disposal of KBC Business Capital last year, the sale of the Coface Receivables loan book represents another true win-win result for both buyer and seller. Our latest success is a testament to our in-depth knowledge of both the ABL sector and the current strategic thinking of all the major players in the market. This has resulted in us creating an excellent outcome for our client in what remains a very challenging mergers and acquisitions market”.

Page 14: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

14 Raising the bar

Merger

Further education

£undisclosed January 2011

Grant Thornton provided fi nancial due diligence services

Royal Forest of Dean College

Issue of £200,000,000 5.25% Secured Bonds due 2043

Housing trust

£undisclosed March 2011

Grant Thornton acted as reporting accountant

Peabody Capital Plc

LMBO equity providedby Naxicap

Construction

£undisclosed May 2011

Grant Thornton France provided corporate fi nance advisory services

Les Maisons Pierre

Issue of £120,562,000 5.25% Secured Bonds due 2042

Housing trust

£undisclosed July 2011

Grant Thornton acted as reporting accountant

Notting Hill Housing Trust

Disposal of Road Surface maintenance

Construction

£undisclosed May 2011

Grant Thornton France provided corporate fi nance advisory services

JV Group

Ongoing acquisitions - UK and international

2004 to present

Grant Thornton provides due diligence, audit and tax advice

Cognita Schools/Bregal Capital

Disposal to Hill & Smith Holdings PLC

Distributor and manufacturer of road safety barriers

£undisclosed May 2011

Grant Thornton Sweden provided corporate fi nance advisory services

ATA

Acquisition of Aldwych House

Commercial property

£82.7m December 2011

Grant Thornton provided due diligence and tax structuring

GI Partners and Rowan Asset Management

Property and construction

Education and housing

Page 15: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the bar 15

Acquisition of Hall and Campey Environmental Services Limited

Hazardous garage and workshop waste

£undisclosed September 2011

Grant Thornton provided corporate fi nance advisory services

OSS Environmental Holdings

OSS GROUPOSS GROUP

Disposal to SAICA

Waste and recycling services

£undisclosed September 2011

Grant Thornton provided corporate fi nance advisory services

Stirling Fibre

Fund raising

Development of a waste recycling facility

£17 million May 2011

Grant Thornton provided corporate fi nance advisory services

Avondale Environmental Holdings Limited

Acquisition of Solvent Resource Management Limited (SRM)

Organic waste materials disposal

£undisclosed

Grant Thornton provided due diligence services

Tradebe Environmental Services Limited

Acquisition of Precise Heating Services Limited

Heating solutions

£undisclosed June 2011

Grant Thornton provided due diligence services

Climate Energy Holding Limited

Admission to the AIM market, placing of new shares and acquisition of Inspired Holdings Limited

Energy procurement services

£3.4 million raised via placing£10.2 million market capitalisation

Grant Thornton acted as reporting accountant and provided due diligence services

Inspired Energy plc

Fundraising

Renewable energy technology

£3.6 million June 2011

Grant Thornton provided corporate fi nance advisory services

Applied Superconductor Limited

Investment in Wind Towers Limited

Renewables and manufacturing

£3.4 million June 2011

Grant Thornton provided due diligence services

Highland and Islands Enterprise

Acquisition of Oakwood Fuels Limited

Waste oil processing

£undisclosed June 2011

Grant Thornton provided fi nancial due diligence services

DCC plc

Energy, environment and sustainability

The Grant Thornton team worked together to deliver a professional, seamless service across lead advisory, due diligence and taxation services. Their work kept the transaction moving, and ultimately ensured the success of the acquisition. OSS are a long-standing client of Grant Thornton, and we will continue to leverage their experience, expertise and excellent client service into the future.

Iain LeesActing Managing Director OSS Environmental Holdings Limited

The Grant Thornton team ensured that the process retained momentum, project managing a number of parties to reach a successful conclusion. They ensured they understood our business well from the outset, allowing them to ensure the fi nance package was tailored to our exact requirements, and negotiating on our behalf to secure the best possible deal for Avondale. I would have no hesitation in recommending the team.

Derek Cooper, Managing DirectorAvondale Environmental Holdings Limited

Page 16: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

16 Raising the bar

Industrial, extractive and manufacturing

Acquisition of the trade and net assets of Zodion Limited

Street lighting engineering

£undisclosed February 2011

Grant Thornton provided fi nancial due diligence services

W. Lucy & Co. Limited

Disposal to Schneider Electric

Power Shortage

£undisclosed May 2011

Grant Thornton India provided corporate fi nance advisory services

Luminous Power Technologies Limited

Acquisition of Deben UK Limited

Design, manufacture and sale of scientifi c instruments

£3.26 million March 2011

Grant Thornton provided due diligence and tax services

Judges Scientifi c plc

Sale to Race Face Performance Products Inc.

Manufacturing

£undisclosed May 2011

Grant Thornton Canada provided corporate fi nance advisory services

Race Face Components Inc.

Tertiary buy-out by Lloyds Development Capital

Speciality gas processing

£undisclosed April 2011

Grant Thornton provided due diligence services

A-Gas International Holdings Limited

Disposal to Kadant

Supplier of high pressure water cleaners

£undisclosed June 2011

Grant Thornton Sweden provided corporate fi nance advisory services

M. Clean Papertech

BIMBO

UK plastic moulded products supplier

£undisclosed June 2011

Grant Thornton provided operational due diligence services

ECI / Stewart Group

Acquisition of TitaNobel

Explosive manufacturer

£undisclosed April 2011

Grant Thornton France provided corporate fi nance advisory services

Orica

Re-admission to AIM and fund-raising through share subscription

Oil and gas sector

£3.5 million raised February 2011

Grant Thornton acted as reporting accountant

Sirius Petroleum Plc

Acquisition of Boddingtons Limited

Thermoplastic fi lms, meshes and nets

£9.7 million January 2011

Grant Thornton provided due diligence and tax services

Fibreweb Plc

Acquisition of Tubex Limited

Tree shelters and fencing

£5.1 million May 2011

Grant Thornton provided due diligence services

Fibreweb Plc

MBO

Heating and plumbing wholesaler

£undisclosed April 2011

Grant Thornton provided corporate fi nance advisory services

Heating Plumbing Supplies Limited

Secondary buy-out

Building safety

£undisclosed February 2011

Grant Thornton provided due diligence and tax services

LDC

Private Equity Less Ordinary

Acquisition of Masterpower Electronics Limited

Critical power protection systems

£9.4 million March 2011

Grant Thornton provided fi nancial due diligence services

Chloride Group plc

Page 17: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the bar 17

Grant Thornton was tremendous in leading the effort of fi nancial due diligence in our recent successful IPO on AIM. In every work stream – from the Long Form Report, Working Capital Report, to Audit and tax reviews – Grant Thornton was professional in all respects. The process was run very effi ciently from start to fi nish, and additionally when demands were heavy from the Investment Bankers, Grant Thornton responded quickly.

David Pattillo CFOMyCelx Technologies Corporation

We’re delighted to have completed the MBO with support of the management and staff. Grant Thornton and Lloyds Banking Group have provided excellent support throughout the process and indeed our 10 plus year relationship. It’s great to know that we can count on both organisations to pull out all the stops to help us achieve our goals.

Tony CurneenFinancial DirectorHeating Plumbing Supplies Limited

AIM Flotation

Mining and exploration

August 2011

Grant Thornton acted as nominated adviser

Wildhorse Energy Limited

AIM Flotation

Oil removal technology

£12.1 million raised£27.1 million market cap August 2011

Grant Thornton acted as reporting accountant

MyCelx Technologies Corporation

Adoption

Mining and exploration

October 2011

Grant Thornton acted as nominated adviser

Stratex International

Adoption

Exploration assets in Mozambique

November 2011

Grant Thornton acted asnominated adviser

Baobab Resources Plc

AIM Flotation

Mining and exploration

£2 million raised July 2011

Grant Thornton acted as nominated adviser

Ferrex plc

Adoption

Transportation

October 2011

Grant Thornton acted as nominated adviser

Manganese Bronze Holdings Plc

Admission to the Premium Listing segment of the Offi cial List

Mining and exploration

£425 million market cap December 2011

Grant Thornton acted as reporting accountant

Avocet Mining Plc

Management buy-out backed by LDC

Printed folding cartons

£undisclosed December 2011

Grant Thornton provided corporate fi nance advisory and tax services

Benson Group

Financing of Really Useful Products Limited

Storage solutions manufacture

£undisclosed September 2011

Grant Thornton provided fi nancial due diligence and tax services

Really Useful Products Limited / HSBC

Secondary buy-out of Midland Industrial Glass Limited from Midven

Specialist glass processing

£undisclosed December 2011

Grant Thornton provided due diligence and tax structuring

Key Capital Partners LLP

Page 18: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

18 Raising the bar

Grant Thornton’s Private Equity Team went from strength to strength in 2011, advising in various capacities on 37 private equity-related deals nationally across Advisory services, reinforcing our market leading position in mid-market private equity.

We have continued to expand our senior management team with a series of appointments and promotions, with the addition of three Partners and fi ve Directors across the Corporate Finance team.

Looking ahead to 2012, we anticipate a strong year for growth companies requiring minority equity investment. Private Equity is set to have its challenges in 2012, primarily with the challenge of raising debt and increased competition for high-growth deals. However, 2012 will be an opportunity to generate high returns for key businesses whose performance has been optimised under the advice of their private equity stake holders. The increasing demand for value creation in the portfolio coincides with our recent expansion of our post-deal services offering, with the development of the Operational Deal Services team headed up by a newly recruited Partner, Alan Dale, in London.

With this in mind, we are looking forward to seeing what 2012 brings.

Private Equity

2011 was a busy year for Grant ThorntonPrivate Equity, with deals across all sectors.

Throughout 2011 Grant Thornton has worked with the following Private Equity houses:

Private Equity Less Ordinary

Page 19: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

Raising the bar 19

Over the last 12 months we have worked with the Grant Thornton Operations and Technical Team to help identify and unlock growth opportunities in the businesses we back.

Lewis BantinECI Partners LLP

Case Study:ECI PartnersIn 2011 Grant Thornton advised ECI Partners on fi ve transactions, as they have acquired XLN Telecom, Fourth Hospitality, Reed & Mackay, Stewart Group and CarTrawler since September 2010. Grant Thornton provided Operational and IT Due Diligence support on each of these investments which represent the continuation of Grant Thornton’s relationship with ECI Partners.

ECI is one of the longest established and most successful private equity groups in the UK, specialising in buyouts, buyins and development capital deals valued between £10 million and £150 million. We have provided ECI with a comprehensive Operations and Technology service with a particular focus on the process models and technology employed by each business to support their growth.

Commenting on the deals Richard Joyce of Grant Thornton said “Working closely with the ECI investment teams, we have evolved our operations and technology service to encompass detailed reviews of the target company sales and business development capability, operational performance, fi nance function controls and effectiveness, and the use and development of technology and systems within the businesses. Our relationship and understanding of their business places us in an ideal position to add real value.”

We look forward to working with ECI on future transactions.

We looked hard to fi nd an investor who understood our business and would actively assist us in our global growth ambitions. I was particularly impressed by the Grant Thornton team members ability to achieve such a deep and thorough understanding of our business, in a very short time, and the report from their DD work is already being used by the management team as input to our operational plans.

Mike McGearty CEO CarTrawler

Page 20: Grant Thornton UK - Raising the Bar: A review of Corporate Finance Deals in 2011

© 2012 Grant Thornton UK LLP. All rights reserved.‘Grant Thornton’ means Grant Thornton UK LLP, a limited liability partnership. Grant Thornton UK LLP is a member firm within Grant Thornton International Ltd(‘Grant Thornton International’). Grant Thornton International and the member firms are not a worldwide partnership. Services are delivered by the member firms independently.This publication has been prepared only as a guide. No responsibility can be accepted by us for loss occassioned to any person acting or refraining from acting as a result of any material in this publication.

www.grant-thornton.co.uk

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