Corporate Advice on Open Offer document
Martin Widdowson and John Craig have recently been advising a large corporate client on an Open Offer document that was issued to existing shareholders to raise £20 million. The issue involved complicated negotiations with the UK Listing Authority and a number of drafts of the document which was successfully issued and raised the required funds.
SME success in raising bank finance
Recently Raef Gregory was approached by a client who was having considerable difficulty obtaining any sort of bank finance or service. He demonstrated to the client that their business (a) deserved a better service and (b) was of a nature and size that bank support was essential for them to continue to grow. He assisted the client in the preparation of a package to be presented to banks, including a potted history, results summary and profit and cashflow forecasts. The result is a new banking provider and significantly improved facilities, thus enabling the continued expansion of this successful business.
Independent Corporate Advisory Work
Brebners has recently acted as independent corporate adviser to a target company following a takeover offer made under the Takeover Code and advised the Board on a number of matters under the offer. Additionally, Brebners provided independent valuation advice to the potential acquiring company under the Takeover Code.
Successful acquisition of commercial property
Brebners have recently been proud to be involved in a clients significant purchase of freehold premises. Raef Gregory assisted the client in a number of ways – in the preparation of a business plan, financial and cashflow forecasts and in the analysis of covenants and offers in order to ensure the most suitable financing was obtained for the deal. This also involved the use of a clients pension plan in the purchase, ably handled by Jeremy Dearden.
Taper relief deadline deal
The deadline for the removal of business taper relief and the 10% rate of capital gains tax saw the midnight oil burning up to April 5th 2008, at Brebners.
One of the deals completed was the sale of a majority stake of our client who is one of the world’s leading luxury goods companies, and one of the foremost jewellery designers.
The sale price was £4.8 million negotiated over a lengthy period. Brebners was very much in the forefront of the negotiations which included detailed discussions of the terms of ongoing licenses for IPR as well as the design and employment contracts relating to the continued involvement of our client.
Chief Executive Partner, Simon Cryer, led the team assisted by Tax Partner, David Taylor, and one of our Managers, Matthew Davis. “It was quite a difficult deal to conclude since the purchaser did not fully understand the way UK based deals are structured, and needed some persuading that his original offer was far too low in the light of recent results”. Brebners worked alongside Edge Legal who commented on completion “thank you so much for all your help and involvement. We could not have coped without you”.
Mergers, sales and acquisitions are usually the key events in an entrepreneur’s career. We are experienced in helping and please discuss any moves in that direction with your usual Brebners contact, at an early stage.
Brebners advise on acquisition
February 2008 saw the completion of the purchase by clients of a majority interest in a Lancashire manufacturer of gasholders. The acquisition was accompanied by substantial lending facilities from the client’s Pension Fund.
Simon Cryer from Brebners, planned the structure of the deal and prepared much of the related documentation, liaising between purchaser and vendors. He also assisted in the employment of the new financial director for the acquired company.
Corporation Finance Diploma
John Craig and Martin Widdowson, partners in our Corporate Finance team have achieved the ICAEW Corporate Finance Qualification and are entitled to utilise the designatory letters C.F.
The Institute believe this is a world leading qualification in Corporate Finance that will become a pre-requisite to such work in the future.
Royal Bank of Scotland
Brebners have been successful in being listed on the Bank’s panel of approved firms to carry out financial due diligence as part of their lending decision.
Desk-Top Finance Due Diligence
We have been engaged by one of our large clients to prepare desk-top due diligence as part of their ongoing acquisition program.
Brebners concluded the sale of "Who Wants To Be A Millionaire?" on behalf of clients who created the programme ten years ago
Chief Executive Partner, Simon Cryer and Senior Tax Partner, David Taylor worked closely with the clients' lawyers and other advisors, and with Celador, the producers, to achieve a price in excess of £100 million.
David Taylor says "this was the most complex deal we have ever been involved with. The Sale and Purchase Agreement ran to over 200 pages and only by working in tandem with the lawyers were we able to achieve such an excellent result for the clients".
Simon Cryer was delighted with the deal. "It shows how working as a team can be so beneficial for clients. The personal attention that David and I were able to give to the paperwork would have only been possible in a mid-tier firm and we were able to negotiate on behalf of our clients who were quite happy to trust our judgement based on the strong relationship we have built up with them over the years".
Brebners helps ensure MBO is a success
Over a period of 50 years Concrete Repairs Limited has grown from a small waterproofing and concrete repair business into a major multi-disciplined national repair and refurbishment company.
On 30th June 2006 the company entered what Managing Director Tony Rimoldi regards as the next and most exciting phase of the company following the successful completion of the MBO.
Brebners, led by partner John Craig, was instrumental in supporting the management team during this process through the provision of strong financial models, sound advice and clear communication of the implications and requirements once the deal had been completed.
Owners of GW Chemicals Ltd reap benefits of 30 year relationship with Brebners
The sale of GW Chemicals Limited to Zenith Hygiene Group Plc for £6m represented the culmination of a relationship spanning three decades between the vendors and Brebners.
The strength of the relationship and the resulting in-depth knowledge of the business played a key part in ensuring a highly successful outcome for a very happy client.
The Brebners' team, led by Simon Cryer, was influential in structuring the deal to maximise the sale price (twenty five times earnings) and minimise the tax liabilities.
£59 million acquisition for Belgian shipping group
We have completed tax and accounting due diligence for our client, a significant Belgian shipping group, in connection with the acquisition of a port facility and ancillary equipment including four RORO (Roll on/Roll off) vessels for a consideration of £59 million. We are now auditors and tax advisors to the acquired group.
$13 million disposal to US SEC registered company
We provided corporate and taxation advice to a client in the media sector in connection with its disposal to a US SEC registered company for $13.05 million.
Our tax partner David Taylor, who worked with Inland Revenue from 1961 to 1969, acted as tax advisor to a recently created VCT. He has advised on EIS tax status on various enterprises, both start-ups and established businesses. As part of this he negotiated the requisite Inland Revenue clearances. A complicated demerger was effected to facilitate venture capital investment in a specific part of the business. He has set up various share schemes through the EMI arrangements introduced in the Finance Act 2000. We were retained to advise on tax structures on trade sales to fully listed companies including the maximisation of the capital gains tax taper relief. He recently agreed a complicated non-UK domicile status for an individual in circumstances agreed by the Inland Revenue as novel.