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Browne Jacobson's corporate finance team 2017

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Browne Jacobson's corporate finance team2017

Browne Jacobson’s corporate finance team 2017 | Contents page | 3

In brief..................................................................................

Our key stats...........................................................................

Transaction highlights.................................................................

In focus..................................................................................

What our clients say...................................................................

Meet the team.........................................................................

About Browne Jacobson..............................................................

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6

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10

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contents

They are fully deserving of our top award as they consistently demonstrate the highest levels of client experience and achieved high scores against all the criteria we measure.

”Investors in Customers (IIC)

Browne Jacobson’s corporate finance team 2017 | In brief page | 4

Welcome to this year’s corporate finance review. There has been much speculation on the likely negative impact of Brexit and the US election on the deal market but has this materialised yet?

2016 began with continued high volumes of transactions but immediately following the referendum, there was a real sense of shock and a feeling of uncertainty as to what might follow for the deal market. There was regular talk of recession and a return to the experiences of 2008/09. However, in reality, although we have seen some specific problems on transactions where the fluctuations in exchange rates have had a significant impact, overall the wider concerns have yet to materialise. If anything we have seen an increase in the volume of transactions involving both our domestic and overseas clients since the referendum. Further surprise in the US election has not affected our clients’ willingness to carry on with their investment and exit plans.

We have been delighted to be involved with numerous transactions in recent months across a range of sectors for both our domestic and overseas clients. Our brochure highlights just a selection of these over the last 12 months. A particular recent highlight for the team was acting for Tom Joule, a long standing client of the firm, on the IPO of Joules which was awarded ‘Deal of the Year’ at the Insider Midlands Dealmakers Awards. We were also named in the Top 20 of the UK’s leading dealmakers by Experian.

As part of the firm’s strategy of continued sustainable growth we are committed to further investment in our corporate finance team across our office network. We have recently appointed Mike Stace as a partner based in our Birmingham office and is focused on mid-market transactions; Jon Snade, a partner based in our London office with a particular focus on corporate tech transactions; and two further lawyers into our team to create one of the largest national corporate finance teams. We expect to make further announcements over the forthcoming months.

We look forward to working with all our clients in the year ahead.

in brief

Gavin CummingsPartner and Head of Business Services+ 44 (0)115 976 [email protected]

Winner of ‘Deal of the Year’ at both Insider East Midlands and Insider Midlands Awards...

Browne Jacobson’s corporate finance team 2017 | In brief page | 5

Consistently provides sound advice.

Legal 500 2016“ ”

page | 6Browne Jacobson’s corporate finance team 2017 | Our key stats

our key statsTransaction volumes

Transaction sizes

.........................................................................................................................................................................................

.........................................................................................................................................................................................

40+25+20+8+7A40% were for corporate acquirers

25% were disposals

20% were private equity/development capital

8% were restructurings

7% were equity market fundraisings

63+18+7+5+7+63% of transactions were between £1m - £10m

17% of transactions were between £10m - £25m

5% of transactions were between £50m - £100m

7% of transactions were over £100m

7% of transactions were between £25m - £50m

page | 7Browne Jacobson’s corporate finance team 2017 | Our key stats

• Acquisitions and disposals• Corporate restructuring and reorganisations• Cross border mergers and restructuring• Development capital transactions• Funds formation• Management buy-outs and buy-ins• Mergers

• Partnerships and LLPs• Preliminary strategic advice• Private equity transactions• Public company law including takeovers and

admissions• Transactional due diligence• Company administration and secretarial services

What we offer

“Acquisitions”

“Strategic advice”

“Private equity”

A highly ambitious organisation with a superb corporate image, excellent client support and good commercial awareness.

“”Chambers & Partners 2017

“Takeovers”

Browne Jacobson’s corporate finance team 2017 | Transaction highlights page | 8

transaction highlights

InternationalAcquisition of a controlling stake in Foodfellas We have acted for Thai listed CP Foods for a number of years, one of the largest added value food producers in the world. During that time we have advised on a wide range of issues. In this transaction we were retained by CP Foods (UK) to advise on the acquisition of a controlling interest in The Foodfellas (being a UK-based foodservice supplier specialising in the casual dining market).

M&A

Acquisition of PCT Healthcare

We acted for PCT Healthcare on its £80m acquisition of WR Evans (Chemist) which operates the Manor Pharmacy and Cox & Robinson brands. PCT Healthcare owns and operates a chain of retail pharmacy stores across the Midlands and North West of England and this acquisition will transform the Group into the third largest independent pharmacy chain in the UK. This transaction won the ‘Deal of the Year’ award at the Insider East Midlands Dealmakers Awards 2016.

We know that no two transactions and no two clients are the same. By combining specialist corporate advice, sector experience and secondment experience, we make life easier for our clients during and after their transaction – delivering exceptional client service, every time.

Take a look at the recent high quality deals that the team has advised on...

Browne Jacobson’s corporate finance team 2017 | Transaction highlights page | 9

Private equity

Belfield Furnishings Group Limited

We acted for the sellers and management in the private equity backed management buy-out of Belfield Furnishings, funded by NorthEdge Capital and Yorkshire Bank. Established in 2002, Belfield is one of Europe’s leading manufacturers and distributors of upholstered furniture, soft furnishings, mattresses and curtains to high street, caravan and leisure holiday home sectors. The company’s reputation for delivering innovation in furnishing design and production has been a major factor in its growth and its ability to consistently win major new business from some of the leading national and international retail brands including, amongst others, M&S, Next, Ikea, John Lewis and Furniture Village. This transaction demonstrates our significant expertise in private equity transactions and demonstrates our continuous ability to address and resolve complex issues within a tight timetable.

Development capital

Investment in Ocee Design

We acted on the investment by BGF. Ocee Design is a supplier of contemporary commercial furniture and BGF’s investment supported the acquisition of Danish furniture designer Four Design. The combined business, Ocee International Group, is now focused on expansion across the European and global export markets. The team successfully completed this international project within extremely challenging timescales and against a backdrop of falling sterling and uncertainty following the outcome of the referendum.

Public companies and equity markets

£64.8m acquisition of Source BioScience plc by way of a scheme arrangement

This complex acquisition required court sanction. We advised the board in connection with the recommendation of the scheme as well as timetable, diligence and the preparation of the scheme circular. We supported the client throughout the requisite steps for obtaining court sanction and de-listing, whilst keeping the overall transaction timetable to a minimum. We were delighted to advise a long-standing client on a new structure to support its growth plans.

“demonstrates our continuous ability to address and resolve complex issues”

Browne Jacobson’s corporate finance team 2017 | In focus page | 10

in focus

technology

retailfinance

and insurance

public companies and equity markets

international

healthcare

public sector

We combine sector experience and specialist corporate services to meet the needs of our clients. In addition to our strong private equity practice, we advise on public company M&A and strategic international acquisitions, using our network of overseas advisers. We also advise on funds formation and mergers under The Companies (Cross-Border Mergers) Regulations 2007. Our capacity to advise across a range of corporate services and sectors ensures we offer the right advice to our domestic and international clients - whether they are fundraising, undertaking a strategic acquisition or re-organising their group.

Following the outcome of the Brexit referendum, we advised international clients on the means by which they could re-domicile as part of their post-Brexit strategy. To date, our clients have not resolved to do this as a consequence of the referendum.

They are joined up, responsive and professional, with real strength in depth.

“”Chambers & Partners 2017

Browne Jacobson’s corporate finance team 2017 | In focus page | 11

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We have established a genuine reputation as experts in our chosen sectors. This proved to be a resilient business model during the recession and is now providing us with an excellent foundation and platform for the next stage of our growth. Clients value this expertise, which brings a quality of advice and service to their business, and we have attracted and secured strategic recruits as a result of this focus.

We have delivered these deals across a broad range of sectors, with large numbers coming from our key areas of focus:

Browne Jacobson’s corporate finance team 2017 | In focus page | 12

Technology

Our technology practice continues to support large and mid-sized corporates with their M&A strategy and fundraising. However, in a dynamic market such as this, we recognise it is important to be able to support technology companies from start-up onwards. Over the past 12 months, an early stage presence has become an important part of our strategy and we are proud to now work with over 30 early stage businesses, seeking to bring disruptive Fintech, automotive tech, robotics and other technologies to the market.

£confidential

£4million

£confidential

FLYdocs

Acted for management sellers on the sale of FLYdocs Systems Limited to Lufthansa Technik AG.

Telleroo

Acting for Telleroo, an early stage disruptive Fintech business, on its seed funding.

BioSite

Advising Mobeus Equity Partners on its debt and equity package to accelerate the growth of Midlands-based Biosite, a business with a unique fingerprint algorithm which works with low grade fingerprints (a feature of the construction industry) to provide access control for workers coming on site.

Browne Jacobson’s corporate finance team 2017 | In focus page | 13

£confidential

£8million

£confidential

Raphael Healthcare

Acted for the shareholders of Raphael Healthcare on the sale of the company to Elysium Healthcare (backed by BC Partners) which specialises in acute mental illness, personality disorders, eating disorders and secure and rehabilitation care with 22 sites across the UK.

Charlescare (Northern) Limited (in administration)

Acted for Charlescare (Northern) on the disposal of Pilling Nursing Home and associated assets as instructed by its administrators RSM Restructuring Advisory LLP.

Source BioScience

Acted for Source BioScience on its class one acquisition of Select Pharma Laboratories Ltd and £4.4m Main Market equity fundraising.

Health

2016 was another exceptional year for our health team, with revenue growth of over 15% across the team. This has included new instructions for clients such as Nuffield Health, BUPA, The Priory Group and Raphael Healthcare. The team continues to provide a uniquely broad range of work to the sector, ranging from advice on regulatory matters through to some of the most significant corporate deals within the sector. The team also won ‘Legal Advisor of the Year’ award at the annual Laing Buisson Independent Healthcare Awards event.

Browne Jacobson’s corporate finance team 2017 | In focus page | 14

InternationalA significant proportion of our transactions (33%) are international. Our London office continues to act as a springboard for our international practice and we have completed several complex multi-jurisdictional deals this year.

£confidential

£confidential

Nanobeam Limited

Acted for the founders of Nanobeam Limited (Company) in respect of the disposal of 90% of the shares in the Company to Shanghai based Xuzhou B&C Chemical Limited.

£confidential

Volta Global LLC

Acted for private equity investors, Volta Global LLC, in the acquisition of Earth Therapy Limited.

Autonet Insurance Services Limited

Acted for the management team in connection with their ongoing investment in the Autonet Insurance Services Limited, funded by New York based HPS Investment Partners, which was originally formed as a unit of Highbridge Capital Management. This was a high value transaction, advising management on inbound US investment.

£10million

£confidential

Freshpak Chilled Foods

Acted for the managers and shareholders in respect of the sale of and investment in Chilled Foods (UK) Limited (trading as FreshPak Chilled Foods) by Sun Capital Partners.

Lloyds Development Capital (LDC)

Acted for Lloyds Development Capital on the growth capital investment in and restructure of Icon Polymer and Applied Composites Group, one of the leading manufacturers of engineers polymer products.

Browne Jacobson’s corporate finance team 2017 | In focus page | 15

Eurocell

Acted for Eurocell Profiles Limited (part of Eurocell plc) on its acquisition of Vista Panels Limited.

£confidential

ManufacturingWe have long and successful relationships with leading manufacturers such as Eurocell and Freshpak chilled foods. We continue to be a firm of choice for corporate transactions in the manufacturing sector.

Local Government Pension Scheme (LGPS)

We are advising the eight participating funds in the proposed LGPS Central pool of local government pension scheme assets, with a likely value of the pool of £34bn, including in relation to the constitution and governance arrangements for the operator, the terms of the authorised contractual scheme which is intended to house the bulk of the assets being transitioned into the pool and the arrangements under which various resources and staff will be transferred to the operator.

Hull City Council

Advising Hull City Council on the incorporation of a not-for-profit company as an alternative service delivery model to run leisure and culture services in Hull, including leisure centres, libraries, museums, theatres and halls, parks and other sporting grounds, including structural advice, incorporation and governance advice and negotiating the services contract and leases or licences for around 100 properties.

Public sector

Our nationally ranked public sector practice advises local and central government on corporate matters including joint ventures, driving efficiency through shared service collaboration and incorporating corporate vehicles to deliver the commercialisation of public services and income generation.

Browne Jacobson’s corporate finance team 2017 | In focus page | 16

“driving efficiency through shared service collaboration”

Source BioScience

Acting for Source BioScience plc on its recommended takeover by way of a scheme of arrangement by Sherwood Holdings.

Belvoir Lettings

Acted for Belvoir Lettings plc on its acquisition of Northwood GB Limited.

Public companies and equity markets

Our public companies and equity markets team has extensive experience in advising unlisted, AIM and Main Market public companies. This year has seen a number of equity market transactions as well as M&A activity.

£22million

£64.8million

Joules IPO

Acted for the founder of Joules in respect of the IPO of Joules Group plc and advised the company on its working capital facilities. This transaction won the award for ‘Deal of the Year’ at the Insider Midlands Dealmakers Awards 2016.

£140millon

Browne Jacobson’s corporate finance team 2017 | In focus page | 17

what our clients say...

Browne Jacobson’s corporate finance team 2017 | What our clients say... page | 18

Dr Nick Ash, Source Bioscience plc

“We need advisors who understand transactions and the regulatory framework we operate under as a listed company. Browne Jacobson has a very strong corporate team who have consistently provided us with responsive, knowledgeable advice on both debt and equity fundraisings and acquisitions. It’s a relationship we value.”

Joules Group plc

“We have worked with Browne Jacobson for a number of years and have always found its lawyers to be very responsive, with a good understanding of our business and the retail sector. The teams we work with consistently deliver practical and commercial advice that is relevant to our needs.”

Adrian Ryan, FLYdocs Systems

“This was a very important investment for the growth of our business and the Browne Jacobson team understood that, supporting us throughout with impressive drive and energy as well as great advice. We use them across our business and would highly recommend them.”

“Browne Jacobson have been my personal lawyers and the lawyers for Wheatcroft Properties and Donington Park Racing for over 15 years now. They support me in everything I throw at them and they are hugely commercial - getting deals over the line as quickly and effectively as possible. I have really appreciated their help, advice and good humour in concluding this deal with MSV.”

Kevin Wheatcroft, Donnington Park

They are technically very strong, but are also good at process management and communication.

Chambers & Partners 2017

“”

Browne Jacobson’s corporate finance team 2017 | What our clients say... page | 19

12 corporate partners

28 corporate team members

meet the team

Roger Birchall Partner+44 (0)121 237 [email protected]

Mike Jackson Partner+44 (0)121 237 [email protected]

Richard CoxPartner+44 (0)115 976 [email protected]

Mark Hughes Partner+44 (0)115 976 [email protected]

Kevin JonesPartner+44 (0)121 237 [email protected]

Browne Jacobson’s corporate finance team 2017 | Meet the team page | 20

Clare AutyPartner+44 (0)121 237 [email protected]

Nigel BlackwellPartner+44 (0)115 976 [email protected]

Gavin CummingsPartner+44 (0)115 976 [email protected]

Oliver Pritchard Partner+44 (0)115 976 [email protected]

Helen Morgan Associate+44 (0)115 976 [email protected]

Paul McCannahAssociate+44 (0)115 908 [email protected]

Vicky GaskellAssociate+44 (0)115 976 [email protected]

Dominique TaiAssociate+44 (0)20 7337 [email protected]

Browne Jacobson’s corporate finance team 2017 | Meet the team page | 21

Browne Jacobson LLP delivers exceptional client service, and its experience of working with global brands shines through.

Legeal 500 2015

“”

Richard Medd Partner+44 (0)115 976 [email protected]

Michael Stace Partner+44 (0)330 045 [email protected]

Jon Snade Partner+44 (0)330 045 [email protected]

Browne Jacobson’s corporate finance team 2017 | About Browne Jacobson page | 22

We are a national law firm with experts across the private and public sectors. Our clients choose and stay with us because of our sector expertise, straightforward advice, pricing and product innovation and exceptional client service. We don’t just say it, we do it – here’s why you’ll want to work with us:

• sector experts, working in partnership with our clients - including blue chip corporates, local and owner managed businesses, NHS trusts, major insurers, education and public sector organisations

• specialists in legal solutions across the private and public sectors, providing a unique offering where they overlap

• national reach from our offices in major UK cities including Birmingham, Exeter, London, Manchester and Nottingham

• experts in international fraud and asset recovery and international investment in the UK - we have a dedicated bilingual French inward investment team and are the founding member of PANGEA NET, a non exclusive network of full service law firms with an international focus

• over 400 lawyers, including over 100 partners, managed and supported by a team of professional specialists; we are an employer of choice with accreditations from Investors in People and featured in the Sunday Times 100 Best Companies to Work for (2013)

• recognised for our quality and externally accredited by Lexcel, ISO, and Investor in Customers

• a true partnership approach with our clients - our clients stay with us for the long term because of our sector expertise, straightforward advice, pricing and product innovation and exceptional client service

• grown by over 60% in the last five years, without merger, consistently outperforming against the compound annual growth rate of 6.3% in the legal sector between 2010 and 2013.

about Browne Jacobson

The information and opinions expressed in this document are no substitute for legal advice. It is guidance only, if in doubt please telephone 0370 270 6000.

© Browne Jacobson LLP 2017. The information contained within this document is and shall remain the property of Browne Jacobson. This document may not be reproduced without the prior consent of Browne Jacobson.

Birmingham | Exeter | London | Manchester | Nottingham

0370 270 6000www.brownejacobson.com