Issuu on Google+


Accounting Systems to Executive Dashboards Microsoft SharePoint to Social Networking Web Applications

Physical Servers to Virtual

Qualified Engineers to Industry Leading Remote Infrastructure Support

Excellence in IT Call 0845 15 50 199 or visit www.tsg.com Š 2010 TSG 01574/06/10


contents

SCOTTISH DEALS & DEALMAKERS 2010

Editorial Writer: Alistair McArthur Sub-editor: Tracy Taylor

Insider Research Alison Service Design Ewan Lauder Yvonne Sondh

Advertising David Hughes Michelle Farquhar Eleanor Hunt

To purchase extra copies, please call David Hughes on 0131 535 5504 or email dhughes@insider.co.uk.

3 5 9

Insider introduction Introduction from Scottish Enterprise

16 18 21

Management Buy-outs/Buy-ins/IBOs/EBOs

26 26 28

Start-ups

30 34 36

Acquisitions & Sales Case study – Dana Petroleum

Sponsor of the 2010 Deals & Dealmakers Yearbook

Deals & Dealmakers 2010 introduction Case study – Amor Group 2010 Tables

Case study – MGB Biopharma 2010 Tables

2010 Tables

60 New Issues/Joint Ventures/ PPP/PFIs/Flotations 62 Case study – PrismTech 65 2010 Tables 80 Reconstructions/Specialist Banking 82 Case study – Scottish Resources Group 85 2010 Tables 93 The Scottish Dealmakers Directory 2010 147 Index

Published by Scottish Business Insider. All rights reserved. No parts of this publication may be reproduced or transmitted in any form or by any means, electronic, mechanical, photocopying, or otherwise, or stored in any retrieval system of any nature without the prior consent of Insider Publications. While every reasonable effort is taken to provide accurate information, neither Insider Publications Ltd nor its employees and agents can accept responsibility for inaccuracies or omissions, or for changes in the details given. The information should not be used as the basis for an investment.

Scottish Deals & Dealmakers 1


Editor’s Introduction

in association with

Welcome 2009 will go down as one of the worst years for dealmaking in Scotland with transactions north of the border tumbling from 438 in 2008 to 267. However, there were signs in the first half of 2010 that things were starting to pick up as the banks gained strength in their balance sheets and acquisition opportunities came along for stronger companies. As you will see in our annual review of Scottish dealmaking, there was a heavy concentration on reconstruction deals for businesses which provided a lot of work for Scottish professionals. Nevertheless there were some meaty M&A deals including the £1.3bn takeover of Venture Production by Centrica, the £553m sale of energy research company Wood Mackenzie to Charterhouse Capital Partners, John Wood Group’s purchase of Australia-based engineering services provider Proteus Global Solutions and BSW Timber’s purchase of Howie Group for £30m. Among the MBOs was the £190m MBO/I of Aberdeen-based offshore equipment company Viking Moorings Group and the £27.8m MBO by Amor Group of Sword Pragma and Sword Real Time from the France-based Sword Group. So once again there is still plenty of reading in this yearbook, which remains the bible for Scottish dealmaking. I’d like to take this opportunity to thank everybody involved in the preparation of it and I do hope you enjoy reading it.

Alasdair Northrop Editor Scottish Business Insider

Scottish Deals & Dealmakers 3


The 1887 Company Ltd

A proven track record. We understand the importance of delivering on commitments and that’s why our service is built upon strong relationships,swift decisions and assured delivery.Just as importantly,our reputation and consistent delivery means that we are - and always have been - very much open for business.Our proven track record is testament to our professionalism,innovation and commitment. Contact Graham Cunning, Regional Director Scotland, Corporate & Structured Finance today on 0141 242 4244 or visit www.cbonline.co.uk/csf | www.ybonline.co.uk/csf

Members of the National Australia Group Clydesdale Bank and Yorkshire Bank are trading names of Clydesdale Bank PLC which is authorised and regulated by the Financial Services Authority, No. 121873. Credit facilities other than regulated mortgages are not regulated by the Financial Services Authority. Clydesdale Bank PLC. Registered in Scotland (No.SC001111) Registered Office: 30 St.Vincent Place, Glasgow G1 2HL.

C8899 EXP NOV 10


DEALS 2010 SPONSOR'S INTRODUCTION

Helping to fill the funding gap Ambitious, viable businesses can apply for support from the Scottish Investment Bank, explains Gerard Kelly, director of investment at Scottish Enterprise

I

n April 2009, Scotland’s First Minister announced the creation of a Scottish Investment Bank (SIB), comprising the Scottish Seed, Co-investment and Venture Funds, managed by Scottish Enterprise (SE), as well as a new £50m Scottish Loan Fund. Targeted at ambitious growing businesses and exporters, the new loan fund will be privately-managed and includes a £30m contribution from the Scottish Government and SE alongside £20m from the ERDF. Work is also ongoing to identify further sources of investment from leading financial institutions. The Scottish Loan Fund seeks to address market imperfection in the supply of investment and growth capital to SMEs – caused by the banks' marked reduction in corporate lending –

by providing investment and growth capital in the form of mezzanine debt in the range £250,000 to £2m (and in very exceptional circumstances up to £5m) on a fully commercial basis. It will be targeted at profitable, viable SMEs that have already demonstrated growth over the last three years, are making a step change in their growth ambitions, and/or export at least 50 per cent of their goods outwith Scotland. Mezzanine debt typically involves giving up a small equity warrant and/or paying a higher interest rate than a bank loan in exchange for receiving significantly more money than a bank would now be prepared to advance. Improved access to finance to support companies growth ambitions, for example

Scottish Deals & Dealmakers 5


DEALS 2010 INTRODUCTION

In need of a strong dose of confidence With the deals market still unsure of itself, gentle progress is the prognosis discovers Alistair McArthur

I

people sitting on their hands. There won’t be a step change but deals that have stalled will start to happen.” That will come as a relief after the problems of the last 12 months. A lack of liquidity, uncertainty and reduced confidence have meant it was, in the words of one commentator, a “brutal year to do business in”. David Cockburn, head of corporate finance for Grant Thornton in Scotland, explains: “That is down to the timing of credit, lack of visibility of earnings in corporate and the recessionary environment. Strategic decisions were put on hold in the early part of 2009 as corporate UK thought about what it needed to do to move through a difficult economic environment.” Despite the unfavourable conditions over the last year, many deals have been completed but it

t is not just the equity markets that like certainty. That is an emotion that also helps drive the deals market. Now that the political situation has been sorted with the setting up of a coalition government and confidence appears to be returning, there are hopes deals activity could be about to improve after a couple of poor years. But most experts warn any improvement may not come as fast as some are expecting. Wayne Lawrence, head of corporate at Biggart Baillie, says: “Overall the deals market has remained very patchy over the last 12 months and regrettably the journey is not yet complete.” David Kirchin, a partner in the corporate team at HBJ Gateley Wareing, says: “What we all need is a dose of confidence against a backdrop of certainty. Uncertainty creates paralysis, with

Scottish Deals & Dealmakers 9


DEALS 2010 INTRODUCTION

is the nature of those deals that has raised eyebrows. According to Kenneth Shand, head of corporate at Maclay Murray & Spens, it’s not been the traditional M&As. “Our corporate department has been kept very busy with corporate restructurings, acting for the banks or for some of the companies involved,” he adds. “One of the things we have seen is the banks seem very willing to keep everything going if they can and they have certainly not been as willing as they were in the last recession to pull the plug on things. We have seen a lot more restructuring work than just insolvency.” Kirchin agrees this is an area his firm has been heavily involved in, saying it has been about helping clients with issues. “There have been difficulties with funders,” he adds. “Everything boils down to money in simple terms so there have been issues with the provision of money, issues with suppliers and with cash flows, with the last probably being the most significant.” One of the problems helping to restrict the number of deals has been the lack of funding from the major banks. This was exacerbated by the enforced internal restructuring of Scotland’s two major banks. This led to the banks trying to sort out their own situations rather than concentrating on lending money to businesses. But that has led to opportunities for other lenders to move into their space. This is precisely the opportunity that Clydesdale Bank, among others, has seized upon. Graham Cunning, the bank’s regional director, corporate and structured finance, says: “Some of our competitors have been going through restructuring themselves. We have been able to use that as a way to get into some businesses to help them either completely refinance or to bring along a second bank.”

10 Scottish Deals & Dealmakers

David Leslie, head of corporate finance in Scotland for PricewaterhouseCoopers, says the banks have been restructuring their own organisations to align themselves with the current market opportunities. “They have been

What we all need is a dose of confidence against a backdrop of certainty. Uncertainty creates paralysis, with people sitting on their hands. There won’t be a step change but deals that have stalled will start to happen David Kirchin, HBJ Gateley Wareing (above)


DEALS 2010 INTRODUCTION

dealing with their portfolios and, when the credit crunch arrived with massive problems, they have been working their way through that over the last 24 months,” he explains. “They are beginning to write cheques again. "In Scotland we have got RBS, HBOS, HSBC, Santander, Clydesdale and Barclays all knocking on our door saying they are keen to lend.” Andrew Blain, head of corporate at Shepherd

The money in these private equity funds has to end up somewhere. What has been holding that back is that vendor price expectations were still too high

Kenneth Shand, Maclay Murray & Spens (above)

and Wedderburn, believes the banks are looking to lend to good businesses and management teams. “At the same time they have been actively restructuring many of their positions – this has been an area where we have been very busy."” Many commentators believe funding remains the key to increasing activity. Bruce Walker, associate partner, corporate finance at KPMG says: “Those with compelling opportunities have had to work closely with potential backers to gain their confidence and, ultimately, their capital. It is the strengthening of the relationships between funders and dealmakers that will help secure the recovery and longer term prosperity of the market.” Lawrence agrees. “Some of the banks have shown signs they are interested in lending again although they can afford to be very selective in what they fund,” he says. “There is still a real lack of competitive tension in the debt market.” Private equity deals have also been notable by their absence. Private equity houses have the money to invest, but it has not been moving. “The money in these private equity funds has to end up somewhere,” points out Shand. “What has been holding that back is that vendor price expectations were still too high. Maybe because there is so much money out there and the PE guys are so competitive, we might start to see prices going back up. That seems slightly odd to me in the current market but I haven’t seen many signs of prices dropping.” The restrictions on funding have meant prices have come down sharply, resulting in ownermanagers putting off selling their businesses. This is not seen as being greedy, just trying to call the market correctly. Ally Scott, managing director of Barclays Corporate, says: “There is a market price for most

Scottish Deals & Dealmakers 11


INTERNATIONAL REACH FROM SCOTLAND Ranked 7th by volume (24 deals) and value (>£923.78m) of corporate deals advised in Scotland

Insider Magazine 2009

Aberdeen Edinburgh

Moscow

Hamburg

Bristol

Amsterdam London Utrecht Antwerp

Arnhem

Brussels Paris

Stuttgart Vienna Strasbourg Munich Zurich Lyon

Ljubljana

Rome

São Paulo Buenos Aires Montevideo

Kyiv

Bratislava Budapest Zagreb Belgrade Bucharest Sarajevo

Milan

CMS offices

Beijing Shanghai

Berlin Warsaw Leipzig Dresden Prague

Duesseldorf Cologne Frankfurt

Sofia

Madrid

Seville Marbella

Algiers

Casablanca

With over 2,000 lawyers in 53 cities throughout Europe and beyond, CMS Cameron McKenna as a part of the wider CMS organisation provides national and cross-border advice. Wherever you are in Europe, we have the expertise to support all of your legal and tax needs. Contact: CMS Cameron McKenna LLP Aberdeen office: Stephen Millar or Frank Fowlie 6 Queens Road, Aberdeen ,AB15 4ZT T 01224 622002

Edinburgh office: Eleanor Layton or Simon Henderson 101 George Street, Edinburgh, EH2 3ES T 0131 220 7676

www.cms-cmck.com


DEALS 2010 INTRODUCTION

products and services we all experience in any market. Clearly there has been a correction in the market price around what companies are perceived to be worth. But that market price moves as economies and conditions change. Vendors are quite rightly taking time to consider whether an exit now or continued operation of their business model is appropriate.” Oil and gas has traditionally been the mainstay of the Scottish deals scene but even that area suffered as Aberdeen was finally hit by the recession. Blain says: “Activity in the oil and gas sector has remained relatively strong during the last 12 months, with exploration and production companies taking opportunities to strengthen their balance sheets and to acquire further assets. With major drilling programmes under way or slated for the next 12 months, activity levels should remain high.” Leslie feels there are a number of fundamentals going on, particularly in the North Sea. “First, the majors are looking at the whole supply chain within the sector and looking at the cost which is within the business,” he explains. “That is feeding its way down the system into service companies. There is a lot of pressure within the market to change the way of working.” Scottish deal activity in this area will also be influenced by the outlook for the oil and gas sector globally. “Currently this market is expecting a slow start to the year but, with rising levels of contract awards, most businesses are more positive about the second half,” says Walker. While many in the deals sector have experienced difficult times, there is cautious optimism the next 12 to 18 months could see the start of a recovery, even if it is somewhat gentle. Cockburn believes 2010 is looking better.

“There is still a large amount of economic uncertainty, but credit is easier, large corporate is seeing opportunity,” he says. “The construction sector has had a considerable amount of wellpublicised restructuring throughout it. We have continued foreign interest in UK assets and strategically, boards of shareholder-managers are much clearer on what they want to do over the next 12 months. That will allow some transactions to happen.” Lawrence is an optimist and wants to believe

In Scotland we have RBS, HBOS, HSBC, Santander, Clydesdale and Barclays all knocking on our door saying they are keen to lend David Leslie, PricewaterhouseCoopers

the winter of 2010 will see activity levels pick up as the banks re-engage and also try to move on some of the assets that they are currently sitting on. “My main concern is whether the structural imbalance within some of the Scottish banks with their exposure to their home market may lead to a time lag in the recovery in Scotland as against the UK as a whole,” he adds. Blain says: “Confidence remains fragile and I expect it to remain so until there is more clarity on how the budget cuts are impacting on the economy. After that, I would hope we would see a gradual improvement in confidence and with it more transactional activity. I still expect the recovery to be slow and the availability of finance to constrain activity for some time.” n

Scottish Deals & Dealmakers 13


DEALS & Dealmakers awards 2010

T

his year, the Insider Deals & Dealmakers Awards return to the prestigious surroundings of the Hilton Hotel, Glasgow on Wednesday September 1, 2010. Whilst many companies still battle through the ongoing difficult economic climate, it is good to still see a healthy number of deals being completed in Scotland. This means there is still a wide choice from which to draw the nominees before they are scrutinised by our independent

panel of expert judges. The follow up research is being conducted by Caledonian Business School, who will prepare a concise report for submission to the panel of senior business personalities making up the judging panel for 2010. To purchase a table or request sponsorship details, please contact Michael Aaen on 0141 309 1438 or email maaen@insider.co.uk. For more information please visit: www.dealsanddealmakers.co.uk

Deals & Dealmakers 2010 Award Categories: • Acquisition of the Year • Dealmaker of the Year

• Small/Mid-Size Company Deal of the Year

• Sale of the Year

• Investment Deal of the Year

• Dealmaking Team of the Year

• Emerging Dealmaker of the Year

• MBO/MBI of the Year

• Legal Adviser of the Year

• Rescue Deal of the Year

• Deal of the Year

The Deals and Dealmakers Awards 2010 will be presented at the awards ceremony and dinner on Wednesday September 1, 2010. The event will be attended by the major dealmaking companies and by the corporate financiers, bankers, lawyers and accountants who are the market's key players. For further information, please contact Jackie Malloy on 0141 309 3549 or email jmalloy@insider.co.uk.

14 Scottish Deals & Dealmakers


AL C I N ER A H MEECNGINE

Stand out

from the crowd

In uncertain times you need to stand out from the crowd

when looking for a new job. Applying for jobs is simple with scotcareers.co.uk. You’ll be alerted first to the right jobs plus receive help to create your own CV.

THOUSANDS OF JOBS, ONE CAREER. YOURS.


MBO/MBI/IBO/EBOs

Buy-outs curbed by ongoing uncertainty Lack of confidence and funding caused by the political and economic climate served to stifle MBO activity

T

here was little activity in the area of management buyouts over the last year as the economic and political uncertainties continued to hamper the sector. The crackdown on lending by the banks also served to hamper the ability to complete deals, although there is anecdotal evidence that this situation is beginning to ease. David Kirchin, a partner in the corporate team at HBJ Gateley Wareing, says: “There are some hints the banks are loosening their grip on funds and there are new entrants to the market which is helping. MBOs were hugely challenged because they rely on leverage or on a vendor leaving money in.” Another reason for a lack of MBOs is because of changes to the tax laws in April 2008. Kenneth Shand, head of corporate at Maclay Murray & Spens, says: “One of the problems is that, with the capital gains tax changes a couple of years ago at the top of the market, there were an awful lot of deals done. That emptied the cupboard a little bit. Now, the cupboard is slowly being restocked.” The disparity between sale and purchase prices has also led to difficulties in arranging MBOs. Sellers want to make sure they get a decent price for their business and buyers need to be comfortable that they have clear visibility of the quality of their asset. David Leslie, head of corporate finance in 16 Scottish Deals & Dealmakers

Scotland for PricewaterhouseCoopers, believes buyouts could be a good solution where the vendor is prepared to be flexible on price and terms. “We might see some vendor-supported buyouts where the finance cannot be raised through debt and equity,” he adds. There has also been less activity because private equity houses have not been in a position to get involved. “Some private equity houses struggled because their fund is pretty well spent and raising new funds in the current environment is challenging,” says Graham Cunning, regional director, corporate and structured finance at Clydesdale Bank. “Quite rightly, they have been focusing on supporting their

With the capital gains tax changes a couple of years ago at the top of the market, there were an awful lot of deals done Kenneth Shand, Maclay Murray & Spens

existing portfolio to make sure they are performing well. Then there are houses that have capacity within their funds but have been waiting for price expectations to come down.”


MBO/MBI/IBO/EBOs

One of the more unusual deals to take place in the period saw robotic handling specialist Clansman Dynamics complete a £2.2m employee buyout with finance from Baxi Partnership, the employee ownership investment vehicle, after being inspired by a Co-operative Development Scotland workshop on employee ownership. Based in East Kilbride, with 30 staff, the company has recruited two extra design engineers to accelerate the development of new products. Clansman continues to buck the ‘crisis’ with new designs and by pushing sales into new countries. Founder Dick Philbrick says: "Engineering is about long-term development. Things always take longer to develop than you anticipate and customers always take longer to buy than they indicate. So I wanted to find a form of ownership that was antishort-termism, that wasn't about fattening the turkey and selling it quick. "Part of the motivation was also to keep the business in Scotland. All but one company that has tried to buy Clansman has been foreign. In a year or two, the business probably would have gone the way of many others, so we really felt there was a chance that people would buy into the

MBO/MBI/IBO/EBOs Lawyers 1. Maclay Murray & Spens 2. Dundas & Wilson 3. Dickson Minto 4. Burness 5. Paull & Williamsons

Deals 5 4 4 3 3

Value >£232.8m >£137.5m >£48.8m >£43.5m >£37.8m

Accountants 1. Anderson Anderson & Brown 2. Simmons & Co International 3. PricewaterhouseCoopers 4. Johnston Carmichael 5. Hall Morrice

Deals 5 3 2 2 2

Value >£17.75m >£200m c. £217.8m >£14.5m >£1m

Investors 1. The Royal Bank of Scotland 2. Clydesdale Bank 3. Maven Capital Partners 4. HSBC (Scotland) 5. Lloyds Banking Group

Deals 6 4 3 2 1

Value >£347.5m >£232.3m >£15m >£4.25m c. £190m

Initiators 1. Anderson Anderson & Brown 2. Hall Morrice 3. Johnston Carmichael

Deals 2 2 1

Value >£5.5m >£1m £9.5m

All deals with an undisclosed value are credited as £0.5m.

business. Electricians, designers and welders all parted with good money for share certificates." Baxi director John Alexander says: "Employee ownership has perhaps sometimes been perceived, unjustifiably, as the lunatic fringe. The truth is that an employee buyout is no more technical or difficult to finance than a management buyout.

“We work with a number of funders and, once we get over that first barrier, there's a lot of good understanding. When we started, we were doing one to two EBOs a year. This year we're planning 14. That's an enormous shift and will create demand for capital. Banks will increasingly look to finance EBOs as they become more mainstream." n Scottish Deals & Dealmakers 17


MBO/MBI/IBO/EBOs CASE STUDY: Amor Group

Amor Group going strong one year on Twelve months since its £28m buy-out, the business technology specialist has grown turnover and profit

I

t has been quite a year for Amor Group. A string of new contracts and the appointment of four sales directors led to a strong set of results on the firm’s first anniversary in May. Formed in 2009 following a £28m management buyout, Scotland’s largest independent business technology solutions company achieved its position after the acquisition of Pragma and Real Time from the Sword Group, the French software firm. The Inchinnan-headquartered business has been reorganised to directly align with the sectors the group specialises in – energy, transport and the public sector – as well as managed services across the whole group. PricewaterhouseCoopers’ transactions partner Jason Morris, who was involved in the MBO, says the decision to go ahead with the deal was taken by the new 18 Scottish Deals & Dealmakers

group’s chief executive John Innes. He says his client, Growth Capital Partners, a London-based equity house, was able to offer a deal where it could cover both equity and debt. “In the current environment, when you are trying to do deals and not be too reliant on huge levels of debt, it’s a really nice financing offering,” he explains. “That enabled them to do the deal with not too much external debt from Clydesdale.”

A string of new contracts and the appointment of four sales directors led to a strong set of results on the firm's first anniversary

There was also some co-investment from Scottish Enterprise. In its first year, the company achieved turnover of £30m, with major continued growth forecast for 2010. Pre-tax profits for the group’s trading arm, Amor Business Technology Solutions, show a total of almost £4.6m, compared to £2.7m in 2008, under Sword Group. Turnover in 2008 was £23.8m. Since the MBO, Amor Group has employed an additional 70 staff, bringing the total number of employees to 400. Morris believes Innes has the desire to continue to build the company. “John has always been that type of entrepreneurial man,” he adds. “He had come from the former Pragma side and had grown that business from a very low start up to turnover of around £6m to £7m.” Morris feels Innes, along with


MBO/MBI/IBO/EBos CASE STUDY: Amor Group

(l-r) Scott Leiper, David Blyth and John Innes of Amor Group, who led the buy-out from Sword Group

turnover to £60m by 2012. “These strong results for our first year of trading reinforce our belief in our business plan, which allowed us to raise nearly £30m to fund the MBO during the most severe economic recession in modern times, and are testament to the commitment of our staff,” he says. “We are now firmly established as Amor Group and by delivering these strong results in 2009, we move forward with renewed confidence in our plan that will double our revenue and improve our quality of earnings by 2012.” With turnover for 2010 forecast to be £32.7m and projected profits at more than £6m, Innes predicts massive change in the ICT industry over the coming years. “We expect our customers to increasingly rely on third parties like us to design, assemble and deliver the ICT processes, applications, and

co-founders Scott Leiper and David Blyth, always felt he could do more with the business under their ownership. The group has established Amor LLC in the USA and opened new offices in Houston, to service its growing client base in North America, and Coventry, which is home to a number of key clients in the public sector – a rapidly growing area thanks to Amor’s position on several national buying frameworks. Amor also created a dedicated marketing department and introduced employee initiatives that recognise performance and success, and encourage contributions to the growth of the business in return for a share of profits. Innes says the strong results paved the way for the company to achieve its goal of increasing

Scottish Deals & Dealmakers 19


MBO/MBI/IBO/EBos CASE STUDY: Amor Group

infrastructure to support their business,” he explains. “We also anticipate a change in our business model, moving more towards volume and transaction-based commercial arrangements, so we’re developing the scale, capability and flexibility to give customers the choice to do what’s right for their individual business.” One of the company's most high-profile contract wins was a £3.9m professional services contract with Ofqual, the regulator of qualifications, examinations and assessments in England. The major four-year deal will see Amor developing a regulatory IT system and providing ongoing technical support for Ofqual. Ofqual, which became a non-ministerial Government department on April 1 and reports directly to Parliament, says the project is key to its new role. The work was secured through the Buying Solutions UK public sector national procurement framework agreement – on which Amor Group is the only Scottish-based business approved to supply ICT consultancy and delivery services. The deal is expected to reinforce Amor’s growth ambitions, with a drive under way to recruit staff for new professional services roles, including IT project managers and developers. PwC’s Morris believes what has happened at Amor is a great story for Scotland in getting the deal away at a time when there has not been as many deals as we would like. “It’s a well diversified business,” he says. “The company does a lot for oil and gas, public sector, transport and logistics. That gives them a bit of protection so that, if one section is not doing so well, they are covered somewhere else. “The business has been growing well and they still have aggressive ambitions about growing it." n 20 Scottish Deals & Dealmakers

Amor Group is the only Scottish-based business approved to supply ICT consultancy and delivery services via the Buying Solutions UK public sector national procurement framework agreement

We expect our customers to increasingly rely on third parties like us to design, assemble and deliver the ICT processes, applications, and infrastructure to support their business John Innes, Amor Group


MBO/MBI/IBO/EBOS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

BG Healthcare Ltd London

MBO/I by this portfolio company of BlueGem Capital Partners LLP, London, of cosmetic surgery provider Hans Place Practice Ltd, London.

>£0.5m Cash/Equity

DI: BG Healthcare/The management team P: Dundas & Wilson

April 2009

Jazz FM MBO of radio station Jazz FM from The Local Investments Ltd Radio Company Plc and Guardian Media Group, both London London. Backed by Kinmont Ltd and Herald Ventures II LP, both London, and other individual investors.

>£0.5m Cash

DI: The management team Co: Dorsey & Whitney V: Stephens & Boulton I: Burness

May 2009 Amor Group Ltd Aberdeen

MBO by this company of Sword Pragma, Aberdeen, and Sword Real Time, Glasgow, from Sword Group SA, France. Backed by Close Growth Capital, London, and Scottish Enterprise and Clydesdale Bank, Glasgow.

DI: Amor Group/Sword Group P: Paull & Williamsons V: TLT Solicitors I: Dickson Minto/PricewaterhouseCoopers CB: Maclay Murray & Spens

BVG Associates Ltd London

MBO/I of the implementation division of this energy company by Engineering Renewables Ltd, London, a portfolio company of Platina Partners LLP, London.

DI: BVG Associates/Platina Partners ER: Dundas & Wilson

£27.8m Cash/Debt/Equity

>£0.5m Cash

Knowledge MBO of this geosciences and engineering consultancy Reservoir Inc from Ziebel AS, Norway. US DI: The management team V: Simmons & Co International

>£0.5m Cash/Debt/Equity

WestLB Mellon Ltd MBO/I of the company’s multi manager fund management business London by Goodhart Partners LLP, London, backed by the management and Northern Light Ventures LLC, US.

>£0.5m Cash

DI: The management team/Goodhart Partners P: Dickson Minto

June 2009

Aberdeen Asset MBO of the private equity division of Aberdeen Asset Managers Ltd, Management Plc Aberdeen, to Maven Capital Partners UK LLP, Manchester. Aberdeen DI: The management team V: Maclay Murray & Spens P: DLA Piper

>£0.5m

BSP Timber Ltd MBO of this timber merchant by Bill, Pat and Paul Hay and Aberdeen Steve Hadden via acquisition vehicle Thistle Street One Ltd, Aberdeen. Backed by the Royal Bank of Scotland, Aberdeen.

>£0.5m Cash/Debt/Equity

DI: Hall Morrice/Anderson Anderson & Brown V: Burnett & Reid/Hall Morrice P: Anderson Bain/Anderson Anderson & Brown Scottish Deals & Dealmakers 21


MBO/MBI/IBO/EBOS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Stirling Park LLP MBO and buy-back of this enforcement and sheriff officer provider Glasgow from Intrum Justitia, Sweden, who acquired the company in 2002.

>£0.5m Cash/Shares

DI: The management team Co: Dwayne Morris I: Dickson Minto

Walker Technical MBI of this provider of composite pipeline repair services by Resources Ltd Dalglen (No. 1150) Ltd, Aberdeen, a vehicle for a team led by Aberdeen Willie Rennie and Bob Forbes, from the vendors John Langler and Graham Birnie. Backed by Maven Capital Partners and Clydesdale Bank, both Aberdeen.

>£0.5m Cash

DI: The management team P: Martin Aitken P/V: Dundas & Wilson

UniRisX Ltd MBO/I of this insurance company by UniRisX LLC, backed London by the management and undisclosed investors.

Price & how satisfied

>£5m Cash/Debt/ Equity/Loan notes

DI: Anderson Anderson & Brown V: McGrigors/Anderson Anderson & Brown P: Raeburn Christie Clark & Wallace/Ritson Smith P/I: Johnston Carmichael CB: Maclay Murray & Spens MCP: Biggart Baillie

Westway Cooling Ltd MBO of this provider of air conditioning and facilities London management services by Carl Brooks and Andy Donnell, backed by Maven Capital Partners, London. DI: The management team Target: Morgan Cole

>£0.5m Debt/Equity

July 2009 Viking Moorings Group Ltd Aberdeen

Secondary MBO of this offshore equipment company by Inflexion Private Equity, Manchester, to the private equity arm of HSBC, London. Backed by the Royal Bank of Scotland, Lloyds Banking Group and Clydesdale Bank, all Aberdeen. As part of the deal management partially rolled over investment into the new company.

DI: Inflexion/HSBC P: Pinsent Masons P/V: PricewaterhouseCoopers V: Eversheds/Grant Thornton/Rothschild Mgmt: Cobbetts/PricewaterhouseCoopers Mgmt/HSBC: Ernst & Young HSBC: Simmons & Co International Banks: Maclay Murray & Spens

c. £190m Equity

August 2009 Babcock & Brown Ltd London

MBO of the company’s infrastructure fund Babcock & Brown European Infrastructure Fund, by a group of European partners via Arcus Infrastructure Partners, London. The fund will be renamed Arcus European Infrastructure Fund 1.

DI: The management team B&B: Semple Fraser

22 Scottish Deals & Dealmakers

£1.9bn


MBO/MBI/IBO/EBOS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Secondary buy-out of this funeral director, backed by August Equity, London, and the management, from the vendors including Maven Capital Partners, Birmingham.

>£0.5m Cash

September 2009 Funeral Services Partnership Ltd Nottingham

DI: The management team Mgmt: Freeth Cartwright Mgmt/V: Cooper Parry V: HBJ Gateley Wareing P: Shoosmiths

Howie of Dunlop Ltd MBO of this specialist fencing contractor from forestry and logging Kilmarnock company Howie Group Ltd, Dalbeattie. DI: The management team V: Grant Thornton/Burness

>£0.5m

Prodrill MBO of this international drilling consultancy from Sovereign Engineering Ltd Oilfield Group Plc, Aberdeen, by Claymore Investments Ltd, Aberdeen Aberdeen, a vehicle for Prodrill’s existing directors. Backed by HSBC, Aberdeen.

£2.25m Cash/Loan notes

DI: The management team P: Ledingham Chalmers/Anderson Anderson & Brown V: Raeburn Christie Clark & Wallace

November 2009 Associated Dental MBO of the group with lead investment by Palamon Capital Practices Partners, with AlpInvest, Morgan Stanley and Lloyds Development Reigate Capital, all London. Senior funding from Lloyds and the Royal Bank of Scotland, both London.

£136m Cash/Shares

DI: The management team Mgmt: Dundas & Wilson

Contract Furnishing MBI of this provider of contract furnishings for commercial Services (Aberdeen) Ltd premises by Aberdeen Furnishings Ltd, Aberdeen, backed Aberdeen by the Royal Bank of Scotland, Aberdeen.

DI: Hall Morrice V: Davies Wood Summers/Hall Morrice P: Rowson & Associates

Oceanteam Subsea Services Ltd Aberdeen

MBO of this provider of support to offshore installations in the oil and gas renewables markets from Oceanteam ASA, Norway, by the management and EXS Subsea AS, Norway.

DI: The management team Mgmt: Paull & Williamsons V: CMS Cameron McKenna I/P: Wikborg Rein & Co

>£0.5m Debt/Loan notes

>£0.5m Cash

December 2009 Clansman Dynamics Ltd East Kilbride

EBO (employee buy-out) of this forge and foundry products company by Clansman Dynamics Employee Benefit Trust, East Kilbride, from Richard Philbrick, East Kilbride. Backed by Baxi Partnership, Dunfermline, Co-operative Loan Fund, Bristol, Industrial Common Ownership Fund, Bristol, and HSBC, Glasgow.

DI: The purchasers P: Scott-Moncrieff P/CLF: Harper Macleod BP: Wright, Johnston & Mackenzie HSBC: MacRoberts

>£2m Cash/Debt/Loans

Scottish Deals & Dealmakers 23


MBO/MBI/IBO/EBOS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Electro-flow MBI of this designer, manufacturer and installer Controls Ltd of control, monitoring and instrumentation systems by Aberdeen Intercede (Scotland) 1 Ltd, Aberdeen. Backed by Maven Capital Partners, Simmons Parallel Energy and Clydesdale Bank, all Aberdeen.

£9.5m Cash/Debt/Equity

DI: Johnston Carmichael P: CMS Cameron McKenna/Johnston Carmichael P: Anderson Anderson & Brown V: Stronachs/Simpson Forsyth V: Simmons & Co International I: Maclay Murray & Spens/Paull & Williamsons

McKinnon MBO/I of this energy cost consultancy by the management & Clarke Ltd and Lyceum Capital Partners LLP, London, with debt Dunfermline provided by HSBC, London.

Price & how satisfied

£22.5m Debt/Equity

DI: The management team/MBM Commercial Mgmt: KPMG V: Livingstone Partners/MBM Commercial P: Travers Smith Braithwaite Mgmt: Burness

March 2010 Euro Environmental MBO of this provider of drain and sewer cleaning Group Ltd services and jetting and CCTV services, backed by the Bathgate management, Sovereign Capital Partners, London, and the Royal Bank of Scotland, Edinburgh.

DI: TMG Corporate Finance V: Dickson Minto/TMG Corporate Finance V/Mgmt: Stephen Hay & Associates/Burness SCP: Pinsent Masons/Vantis Corporate Finance

Terex MBO of the marine pumps division of the company by LFH Powertrain Ltd Engineering Ltd, Ellon, backed by the Royal Bank of Peterhead Scotland, Aberdeen.

24 Scottish Deals & Dealmakers

£20m Debt/Equity

DI: The management team P: Stronachs/Anderson Anderson & Brown

>£0.5m Debt/Equity


Never lose the deal because you lack the talent...

www.livingstonjames.com


START-UPS

(L-r): Prof Curtis Gemmell, University of Strathclyde; Prof Colin Suckling, University of Strathclyde; Dr Catherine Breslin, University of Strathclyde; Dr Miroslav Ravic, MGB Biopharma; Ms Louise McKean, University of Strathclyde; Gavin Clark, MGB Biopharma; Raymond Spencer, MGB Biopharma

Tempting tech firms Bright technology hopes continue to attract investment

T

echnology in Scotland has long been an area where the country has excelled. While, like many other areas of deals, start ups have suffered because of a lack of funding, technology is still a subject that is attracting interest. Kenneth Shand, head of corporate at Maclay Murray & Spens, says: “The venture capitalists have been pretty active recently in technology businesses. There is still a lot of interesting small technology companies out there in Scotland.” David Leslie, head of corporate finance in Scotland for PricewaterhouseCoopers, feels companies concentrating on renewable energy will come to the fore. “Scotland has some pretty good technology companies – keep a watch on renewables,” he points out. “We are seeing some of 26 Scottish Deals & Dealmakers

those companies developing critical mass. A lot are going through the angel first round and getting money from Scottish Enterprise's early stage fund.” But while there is a degree of optimism, the overall picture is less bright. Graham Cunning, regional director, corporate and structured finance at Clydesdale Bank, believes investors are shying away from new companies because of a feeling they may lose money. “Genuine start-ups have been much tougher because the perception is that there is more risk there than ever before,” he says. “Start-ups have largely been forced to seek more equity when previously there was more debt available.” Deloitte’s head of corporate finance, Ian Steele, sees start-ups as the perennial problem, not just for Scotland but for the whole of the UK, largely because


START-UPS most of them fail. “Institutional investors find it difficult to justify spending time on start-ups or early-stage companies compared to established businesses with revenue and profit history.” After a couple of years in the doldrums, many experts are looking forward to a better period, although that is tinged with a degree of caution. David Cockburn, head of corporate finance for Grant Thornton in Scotland, believes there are some investors that are willing to support early stage businesses. “One would hope this year to see more start-up activity,” he says. “There will be people that come out of the recession wanting to do something else, either forced or because they are fed up. In Scotland, it is typically going to be some areas of technology and biotechnology.” One successful start-up was that of MGB Biopharma, spun out of Strathclyde University to commercialise antibacterial technology. The company has received start-up funding of almost £2m from an angel syndicate led by Archangel Informal Investments in association with TRI Cap, Barwell and the Scottish Co-investment Fund. The spin-out has an experienced team from both the pharma and biotech sectors and its aim is to develop and

Start-ups Lawyers 1. MBM Commercial 2. CMS Cameron McKenna 3. Semple Fraser 4. McGrigors 5. Biggart Baillie

Deals 2 2 1 1 1

Value c. £3.1m >£1m £350m £143.3m £11.5m

Accountants 1= Anderson Anderson & Brown 1= Hall Morrice 3. Ernst & Young 4. Robertson Craig 5. Springfords

Deals 2 2 1 1 1

Value >£1m >£1m c. £143.3m £11.5m £1.3m

Investors 1. The Royal Bank of Scotland 2. The Co-operative Bank 3= Archangel Informal Investments 3= Barwell 3= Scottish Co-investment Fund 3= TRI Capital

Deals 3 1 1 1 1 1

Value >£1.5m £11.5m c. £1.8m c. £1.8m c. £1.8m c. £1.8m

Initiators 1= Anderson Anderson & Brown 1= Hall Morrice

Deals 1 1

Value >£0.5m >£0.5m

All deals with an undisclosed value are credited as £0.5m

commercialise a new class of antibacterial product – DNA Minor Groove Binders. It is dedicating its focus initially to the development of small molecules with specific antibacterial effects against resistant bacteria. Dr Miroslav Ravic, chief executive of MGB Biopharma, says: “The introduction of a new class of antibacterial is an all-too-

rare event in medical science. We are particularly proud to be working with the DNA Minor Groove Binder Technology from the University of Strathclyde – I believe the last Scottish association with the discovery of a new antibacterial class was none other than that of Sir Alexander Fleming’s discovery of penicillin 82 years ago.” n Scottish Deals & Dealmakers 27


START-UPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

April 2009

Braemar Mountain Start-up of The Outdoor Store, Ballater, backed >£0.5m Debt Sports Ltd by the Royal Bank of Scotland, Aberdeen. Braemar DI: Anderson Anderson & Brown Co: Anderson Anderson & Brown Celeris Start-up of this oil and gas service company, >£0.5m Cash Engineering Ltd backed by undisclosed investors. Aberdeen DI: Celeris Engineering Co: CMS Cameron McKenna June 2009 Buchan Braes Start-up of this new hotel, backed by the management >£0.5m Debt Hotels Ltd and the Royal Bank of Scotland, Aberdeen. Peterhead DI: Hall Morrice Co: Hall Morrice Capital Angels Establishment of this commercial property fund, £1.3m Equity Property Fund LP backed by various undisclosed investors. Edinburgh DI: The start-up partners Co: MBM Commercial/Springfords WOMA (UK) Ltd Start-up of this UK distributor for the products >£0.5m Aberdeen of German water jet based systems company Debt/Equity WOMA GmbH, backed by the Royal Bank of Scotland, Aberdeen.

DI: WOMA Co: Hall Morrice

July 2009

Threadneedle Strategic Establishment by Threadneedle Investments Property Fund IV LP Ltd, Chelmsford, of this new property fund available Edinburgh exclusively to Barclays Wealth private clients alongside institutional investors in the UK and overseas. DI: Threadneedle Investments Co: Semple Fraser August 2009 Walls & Futures Establishment of this real estate investment (GP) Ltd fund by Walls & Futures Ltd, London. Edinburgh DI: Walls & Futures Co: Brodies

28 Scottish Deals & Dealmakers

£350m

up to £10m Cash


START-UPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

September 2009

Glasgow Indigo Establishment of this limited partnership and Hotel LP raising of £11.5m to purchase Glasgow city centre Glasgow property to transform into a hotel. Backed by the Co-operative Bank, Glasgow. DI: Glasgow Indigo Hotel LP Co: HM Corporate Solutions/Robertson Craig & Co Bank: Biggart Baillie Jasmine Property Start-up of this property development and Investments Ltd investment company. Aberdeen DI: Jasmine Property Investments Co: Paull & Williamsons Mgmt: CMS Cameron McKenna January 2010 Awilco Start-up of a new UK group of companies Drilling Ltd headed by Awilco Drilling Ltd and including Awilco London Arctic II Ltd and Awilco Arctic IV Ltd, all London, by Awilhelmsen AS, Norway, to acquire the semi- submersible drilling units of GlobalSantaFe Overseas Ltd and GlobalSantaFe International Drilling Inc. Deal included the informal listing of Awilco Drilling Ltd in the Norwegian Central Securities Depository. DI: Awilhelmsen Co/P: McGrigors/Ernst & Young February 2010 Aleron Start-up of this provider of remotely operated Subsea Ltd vehicles to the oil and gas industry, backed by Aberdeen HSBC, London. DI: Aleron Subsea Co: Raeburn Christie Clark & Wallace Co: Anderson Anderson & Brown March 2010 MGB Start-up of this biopharmaceutical company Biopharma Ltd developing and commercialising a new class of Glasgow antibacterial drugs, backed by Archangel Informal Investments, Edinburgh, TRI Cap, Melrose, and Barwell Plc and Scottish Co-investment Fund, both Glasgow.

£11.5m Debt/Equity/Loan

>£0.5m Cash

c. £143.3m (US$125m)

>£0.5m Cash

c. £1.8m Equity

DI: MGB Biopharma Co: Morton Fraser TRI Cap/AIF: MBM Commercial Barwell: MacRoberts SE/SCF: Shepherd & Wedderburn

Scottish Deals & Dealmakers 29


ACQUISITIONS AND SALES

M&A market sees quality shine through Uncertainty and an apparent funding drought made things tough but many quality deals still completed

B

y far the busiest part of the whole deals sector over the last 12 months was acquisitions and sales, with some 176 deals completed to the end of March. But the lack of finance and continuing uncertainty meant it was heavy going for companies looking to take advantage of reduced prices. Kenneth Shand, head of corporate at Maclay Murray & Spens, says there hasn’t been a lot of traditional M&A this year and there haven’t been, probably for 12 months, any major private equity transactions. “But just in the last two or three months we have seen a change,” he adds. “It’s all about the banks’ ability to fund leveraged transactions.” Head of corporate finance for Grant Thornton in Scotland, David Cockburn, agrees the last 12 months have been difficult, although he believes that where there are quality businesses 30 Scottish Deals & Dealmakers

transactions have been done. “It has been a very quiet year for private equity, driven by a lack of visibility of earnings and a lack of available debt to support the transactions,” he explains. “From the banks’ point of view, money is available for quality. In a more uncertain environment it is harder to lend.” David Kirchin, a partner in the corporate team at HBJ Gateley Wareing, is adamant there are deals happening. “We have done a number over the last few months even in the property space where people say there are no deals to be done,” he points out. Clydesdale regional director, corporate and structured finance, Graham Cunning, saw a lot of activity, particularly in corporates acquiring other businesses. “That could be consolidation within a sector or it could be a strong corporate wanting to expand its product or service offering or

perhaps wanting to expand its geographical footprint,” he explains. “We have seen a number of corporates that are either private equity-backed or have the firepower to make some acquisitions or, if they are not private equity-backed, are strong in terms of their balance sheets.” On the buy side, Cockburn has seen an increase in activity, particularly from foreign corporates. “The UK is still viewed as a highly skilled environment,” he explains. “Their strategies and economic background are very different from ours. They probably get to deciding quicker than in the UK. “The UK economy took a very bad knock, particularly through financial services. Other foreign economies have suffered less. We have seen, therefore, that foreign corporate boards have reached strategic decisions faster than UK corporate boards and they have


ACQUISITIONS AND SALES

Graham Cunning, Clydesdale Bank

Drew Stevenson, PricewaterhouseCoopers

The banks are very keen to put the message about that they are very much in the market to be lending and to support good quality business. My impression is that it is starting to happen Drew Stevenson, PricewaterhouseCoopers

wanted to act quicker. They see UK targets as attractive.” As the country starts to move out of recession, banks appear to be more willing to release funds for purchases. The aggressive levels of lending we saw in 2006 and 2007 have been scaled right back to early part of the centurytype levels. There are now more cautious banking levels. It is an interesting dynamic as to what

that means for the tension between private equity and corporate mix in the market place. The levels of leverage available to particularly mid-market deals nowadays means that private equity doesn’t have the advantage it once had over corporates in terms of deal structure. Drew Stevenson, head of transaction services, Scotland at PricewaterhouseCoopers, says: “The banks are very keen to put the message about that they are very much in the market to be lending and to support good quality business. My impression is that it is starting to happen. It is clearly not the way it was. There is appetite to get out into the market and support quality assets but using different parameters now in terms of leverage and pricing.” Kirchin believes banks are providing support for businesses where they think support should be given. “They have been very selective about how they are running their own businesses and that is the provision of money to others,” he adds. Maclays completed a deal in Aberdeen with subsea services company Nautronix, which was bought by global private equity firm SCF Partners. Shand believes this is the first leveraged

Scottish Deals & Dealmakers 31


ACQUISITIONS AND SALES

transaction that has been done for some time. “It gives a good message to the market that the banks are now looking to fund other things than the existing companies that they lend to,” he explains. Shand says his firm has also been involved with financial services businesses. “We act for Aberdeen Asset Management, which seems to have seen opportunities in the market in the last 18 months or so, making a couple of big acquisitions,” he says. “The sector has thrown up a lot of activity, which is kind of odd. If you look at the long-term demographics in terms of insurance companies, the prognosis for them long term must be quite good. Guys like Martin Gilbert can see opportunities.” Cockburn cites an example of a deal his firm was involved in. “Howie Group is a good example of a company that was sold,” he says. “It is a great Scottish business in the construction supply chain. As we were selling the business, it went through a period of profitability into loss-making but then returned into profitability. “It has been bought by another great Scottish corporate, BSW Timber, which has subsequently announced further investment plans. That is a good example of a high-quality business being sold to a Scottish buyer for all the right strategic reasons and it’s in a sector that people were saying was completely bombed out.” While most of Scotland has seen a downturn in the numbers of deals because of the recession, Aberdeen has come out of it relatively unscathed. PwC’s Stevenson says: “Traditionally, oil and gas service companies and exploration and production companies have been a good source of deal activity. The sector was slower into the downturn and possibly is slower out in terms of deal activity.” Shand is starting to see signs of business in the north-east picking up. “Everybody was quite pessimistic about drilling this year but everybody is 32 Scottish Deals & Dealmakers

David Cockburn, Grant Thornton

predicting a bigger, much more active year in 2011,” he notes. “You start to see that confidence filter into the market as well.” Shand believes things will pick up over the next 12 months but is not too sure where the deals will come from. “Next year I am more thoughtful about because if there aren’t the big restructurings around, we will be reliant on the private equity guys getting going again,” he says. “That will happen because people were raising money two or three years ago just before the market tipped the wrong way and the investors who put money into these funds want the private equity people to go and use it.” Cockburn is also optimistic about the future although he does not believe there will be the volume of deals seen in the past. “We are seeing an increased level and quality of discussion with Scottish corporates,” he says. “Our pipeline is looking better despite the economic uncertainty. I don’t think we will see a lot of volume unless


ACQUISITIONS AND SALES

they are stressed and distressed, but I think we will see some really good quality deals done in the next 12 months.” Experts are divided about where any deals that are struck in future months will come from. Kirchin says: “Trade deals are the ones most likely to happen because there are the confident and strong players being able to snap up those that are struggling or in the middle somewhere.” Cunning believes that, when we look back and see what generally happens once an economy starts to come out of recession, acquisition activity happens in all sectors. “Any sector has its weaker players and the stronger guys will use that as an opportunity to rationalise the sectors they operate in,” he adds. “They will become stronger through that.” Ian Steele, head of corporate finance at Deloitte, feels there are quite a few corporates who have the capacity to make acquisitions and who have been waiting for valuations to get to where they think they need to be to make those acquisitions sensible. “A combination of a little more bank debt available, a little more confidence in the market and private equity again coming to the fore means that things will pick up a wee bit,” he explains. n

Acquisitions and Sales Lawyers 1. Dundas & Wilson 2. Maclay Murray & Spens 3. Paull & Williamsons 4. Dickson Minto 5. McGrigors

Deals 28 19 17 15 14

Value >£382.15m >£142.97m >£88.33m >£1.96bn >£267.89m

Accountants 1. Anderson Anderson & Brown 2. Ernst & Young 3. Grant Thornton 4. Johnston Carmichael 5. KPMG

Deals 17 8 8 7 5

Value >£17.45m >£131.8m >£67.85m >£7.6m >£49.45m

Investors 1. Lloyds Banking Group* 2. The Royal Bank of Scotland 3. Clydesdale Bank 4. Maven Capital Partners 5= Barclays Bank 5= Nevis Capital 5= Social Investment Scotland 5= Souter Investments

Deals 5 5 5 2 1 1 1 1

Value >£614m >£39.65m >£2.5m £2.5m >£0.5m >£0.5m >£0.5m >£0.5m

Initiators 1. Anderson Anderson & Brown 2. Hall Morrice 3. Ritson Smith 4. Johnston Carmichael 5= Barclays Bank 5= Douglas Home & Co 5= Dundas & Wilson 5= Grant Thornton 5= Martin Aitken & Co 5= PKF 5= Simmons & Co International 5= Springfords 5= Tods Murray

Deals 4 4 2 1 1 1 1 1 1 1 1 1 1

Value >£2.5m >£2m >£1m £2m >£0.5m >£0.5m >£0.5m >£0.5m >£0.5m >£0.5m >£0.5m >£0.5m >£0.5m

All deals with an undisclosed value are credited as £0.5m. * Lloyds Banking Group deals include Bank of Scotland 2 @ >£554m

Scottish Deals & Dealmakers 33


MBO/MBI/IBO/EBOs ACQUISITIONS AND SALES Case study: DANA PETROLEUM

A flare at one of Dana's operations in the Rinnes area of the North Sea

Dana takes a Bow

D

ana Petroleum was one company active in the acquisitions market last year when the independent oil company bought Bow Valley Energy for $177m (c. £122m). The purchase by the Aberdeen-headquartered firm adds to a trend of financially strong North Sea players acquiring rivals hit by low oil prices and financing problems. Tom Cross, chief executive officer of Dana, says: “The acquisition of Bow Valley is directly in line with Dana’s successful strategy of growing reserves and production in its core operating areas through both exploration and acquisition. 34 Scottish Deals & Dealmakers

“Dana already has a working knowledge of the North Sea assets of Bow Valley which form a close fit with Dana’s existing North Sea portfolio. For example, both companies hold interests in the Enoch oilfield and Bow Valley’s Kyle oilfield is tied back to Dana’s Banff oilfield.” The offer price represented a premium of some 70 per cent over

The purchase adds to the trend of financially strong North Sea players acquiring rivals

Bow Valley's closing share price on 13 February 2009 and a premium of 53 per cent to the 20-day volume weighted average trading price of Bow Valley for the period ended 13 February 2009. Canada-based Bow Valley has five oilfields producing in the UK – Blane, Chestnut, Enoch, Kyle, and finally, Ettrick, which has recently come on-stream. Now that Ettrick is on-stream, Dana expects the acquisition of Bow Valley to add approximately 7800 barrels of oil equivalent per day of production (boepd) to the Dana portfolio, representing a 20 per cent increase over Dana’s average production in 2008 of 39,400 boepd.


ACQUISITIONS AND SALES case study: DANA PETROLEUM Following completion of the transaction, Dana’s total number of producing fields increased to 35. In connection with the transaction, and as a broader corporate refinancing initiative, Bank of Scotland extended to Dana a three-year $400m revolving credit facility, and has itself made an initial commitment to Dana of $300 million. This new corporate facility will be used for general corporate purposes including approved acquisitions and provides certainty of funding to meet the sum payable to Bow Valley shareholders and all associated transaction costs, and to fully repay all of Bow Valley’s outstanding bank debts. The company closed 2009 in a strong financial position, with group cash of £67m and net bank debt, excluding convertible bond, of just £24m, and overall gearing of 22 per cent. Andrew Wright, director, Bank of Scotland Energy, says: "Bank of Scotland is delighted to continue working with Dana and to support its acquisition of Bow Valley. "With the strong track record of Dana and Bank of Scotland in the North Sea we are sure this acquisition of a complementary business will be successful for Dana and further strengthen the bank’s long and successful relationship with Tom Cross and

his highly experienced management team." Blake, Cassels & Graydon, Allen & Overy and McGrigors acted as legal advisers, while RBC Capital Markets was financial adviser to Dana Petroleum. In addition, Ernst & Young and Deloitte assisted Dana Petroleum with financial and tax advice including due diligence, respectively. The remainder of 2010 promises to be an exciting period for Dana with high impact exploration wells drilling in the Faroe Islands, offshore Nile Delta and Mauritania, and the achievement of key milestones on the group’s development projects. Dana expects to drill a total of 18 exploration wells in 2010 and continues to guide production in the range 37,000-41,000 boepd. It will benefit from the generally stronger oil and gas price environment. In addition to Dana’s extensive exploration and development programme, the firm is continuing to evaluate new investment opportunities and commercial transactions which can add further value to the Dana group. In the year to 31 December 2009, Dana’s revenue reduced by 23 per cent, reflecting the much lower commodity price environment, to £397.3m from £518m, with pre-tax profit of £56.4m, down from £191.4m a year earlier. n

The acquisition of Bow Valley is directly in line with Dana’s successful strategy of growing reserves and production in its core operating areas through both exploration and acquisition

Tom Cross, Dana Petroleum

Scottish Deals & Dealmakers 35


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

April 2009

Apex Healthcare Acquisition of Knightswood Residential Home (GB) Ltd for the Elderly Ltd, Wigan, backed by Abbey London National, London.

>£0.5m Cash

DI: Apex Healthcare (GB)/The vendor shareholders V: Healds P/AN: DLA Piper (Scotland) Capital Pub Acquisition of Terisco Ltd, London, operator of c. £0.75m Company Plc, The The Bishop pub in East Dulwich, London, from Cash/Partly earn-out London Scott Collins and others. DI: The Capital Pub Company/The vendors V: BPE Solicitors P: HBJ Gateley Wareing City Technical Buy-back of this heating services company from Services (UK) Ltd E.ON UK Plc, Coventry, who had acquired it in Glasgow October 2005, by the original owners of the business. DI: E.ON UK V: Dundas & Wilson Controlgear Sale of 75 per cent of the issued share capital in this Direct Ltd industrial equipment wholesaler by Robert, Jean and Kilmarnock Robin Forsyth, to Lewden Metal Products Ltd, London.

DI: BCMS Corporate V: Brodies/Wylie & Bisset P: Wallace

CSC Crop Protection Ltd Perth

Sale of the company, by way of sale of holding company Camvo 177 Ltd, Perth, to Masstock Arable (UK) Ltd, Cheltenham.

DI: The vendors/Masstock Arable (UK) V: Brodies/Scott-Moncrieff P: Wragge & Co/Hazlewoods Dana Acquisition of fellow oil exploration and production Petroleum Plc company Bow Valley Energy Ltd, Canada. Aberdeen DI: Dana Petroleum/Bow Valley Energy P: Ernst & Young Enermech Acquisition of Scotia Oilfield Training, United Holdings Ltd Arab Emirates, from the vendor shareholders. Aberdeen DI: Enermech Holdings/The vendors P: Paull & Williamsons P: Raeburn Christie Clark & Wallace Enermech Acquisition of Pavitt Energy, United Arab Holdings Ltd Emirates, from the vendor shareholders. Aberdeen DI: Enermech Holdings/The vendors P: Paull & Williamsons V: Raeburn Christie Clark & Wallace V: Anderson Anderson & Brown

36 Scottish Deals & Dealmakers

>£0.5m Cash

>£0.5m Cash/Deferred consideration

>£0.5m Cash

c. £109.05m (US$177m) Cash

>£0.5m Cash

>£0.5m Cash


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Helix Energy Solutions (UK) Ltd Aberdeen

Sale of the company’s consultancy business Helix Energy Ltd to Baker Hughes Ltd, London, and agreement to sell certain assets of its Malaysian subsidiary Helix RDS Sdn Bhd to Baker Hughes (Malaysia) Sdn Bhd.

c. £18m (US$25m) Cash

DI: Helix Energy Solutions (UK)/Baker Hughes V: McGrigors/Deloitte P: Baker & McKenzie Hilton Acquisition of RM Fraser (Services) Ltd and >£0.5m Rehabilitation Ltd subsidiary Glencairn Lodge Nursing Home Ltd, Inverness backed by Abbey National Plc, Liverpool. DI: Hilton Rehabilitation V: R&R Urquhart P: McArthur Stanton AN: DLA Piper (Scotland) HSBC Investment Sale of their investment in Transmission and Bank Holdings Plc Distribution Group, British Virgin Islands, and their London main trading subsidiary, Diagnostic Monitoring Systems Ltd, Glasgow.

>£0.5m

DI: HSBC Investment Bank Holdings HSBC: Shepherd & Wedderburn V: Sidley Austin Brown & Wood

Johnston Sale of this sole trader metal dealership by Donald Metals Ltd Johnston to Johnston Recycling Ltd, Inverness. Inverness DI: The vendor/Johnston Recycling P: Harper Macleod/Johnston Carmichael V: Torquil Macleod & Co University Acquisition of the business of developer and of Glasgow manager of student accommodation UNITE in Glasgow Glasgow’s west end, and a 400 bed-space student residence.

>£0.5m Cash/Shares

£14.5m Cash

DI: University of Glasgow UoG: Dundas & Wilson

May 2009 Admiral Group Plc Cardiff

Sale of a strategic stake in the company by Munich Re, Germany, to undisclosed purchasers.

DI: Munich Re V: Wilkie Farr & Gallagher/Dickson Minto Aircraft Acquisition of medical devices company Medical Ltd Morpheus Medical (Management), Spain. Edinburgh DI: Aircraft Medical/Morpheus Medical (Management) P: Ernst & Young Axis-Shield Plc Sale of the company’s subsidiary Plasmatec Dundee Laboratory Products Ltd, Bridport, to Lab21 Ltd, Cambridge.

£100m Cash

>£0.5m Cash/Equity

>£0.5m

DI: Axis-Shield/Lab21 V: Shepherd & Wedderburn P: Pitmans

Scottish Deals & Dealmakers 37


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Border Rail Group Ltd Coatbridge

Sale of this supplier of overhead line equipment to the railway industry to Scottish-based SPL Powerlines UK Ltd, a subsidiary of Powerlines GmBH, Austria.

>£0.5m

DI: Border Rail Group/Powerlines P: McGrigors P: Grant Thornton V: Levy & McRae V: Iain Paterson Charles River Clinical Sale of the company’s Phase 1 Clinical business Services Edinburgh Ltd to Pharmaceutical Profiles Group Ltd, Fordham, Edinburgh Cambridgeshire, with Quotient Bioscience Ltd, Fordham, acting as guarantor. DI: Charles River Clinical Services Edinburgh DI: Pharmaceutical Profiles V: Dickson Minto P/QB: Mishcon de Reya Double D Food Sale of the business and assets of this custom-built Engineering Ltd bakery oven business to John Bean Technologies Broxburn Ltd, US. DI: Double D Food Engineering DI: John Bean Technologies P: Brodies V: Lindsays Enviroco Ltd Acquisition of HFS Liquid Waste Ltd, North Aberdeen Walsham, Norfolk. DI: Enviroco/HFS Liquid Waste P: Paull & Williamsons/Anderson Anderson & Brown V: Cozens-Hardy/M+A Partners Iomart Group Plc Acquisition of RapidSwitch Ltd, Maidenhead, Glasgow a provider of managed hosting services. DI: Iomart Group/RapidSwitch P: McGrigors P: Grant Thornton V: Trowers & Hamlin Jaltek Acquisition of 80 per cent of the issued share capital Systems Ltd of Iris Technology Ltd, Lancaster. Luton DI: Jaltek Systems/Iris Technology P: Dundas & Wilson John Wood Acquisition of Proteus Global Solutions, Group Plc Australia, an engineering services provider. Aberdeen DI: John Wood Group/The vendors Advisors not disclosed. Lucite International Sale of this acrylic-based products manufacturer Group Ltd to Mitsubishi Rayon Co Ltd, Japan. Southampton DI: Lucite International Group/Mitsubishi Rayon Co P: Macfarlanes V: Dickson Minto/Hammonds

38 Scottish Deals & Dealmakers

>£0.5m Cash/Loan notes

>£0.5m Cash

>£0.5m Cash

£5.25m Cash

>£0.5m Cash

up to £20m

£1bn (US$1.6bn) Cash


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Scottish & Southern Acquisition by Reading-based subsidiary SSE Energy Plc Telecommunications Ltd of Cantono Data Centre Perth Services Ltd, Yiewsley, from Cantono Plc, Cardiff. DI: Scottish & Southern Energy/Cantono P: Dundas & Wilson Silverstone Acquisition of NEW Southern Cross (UK) Pty Energy Ltd Ltd, Aberdeen, from parent company Australia-based Aberdeen Norwest Energy NL. DI: Silverstone Energy/Norwest Energy P: PricewaterhouseCoopers P: Paull & Williamsons V: Mizen & Mizen Valiant Acquisition of Nor Energy (UK) Ltd from Nor Petroleum Plc Energy AS, Canada. Woking DI: Valiant Petroleum/Nor Energy P: McGrigors V: Stikeman Elliot/Norsk Tillitsmann

June 2009 Ardana Bioscience Ltd Edinburgh

Sale of product rights by the administrators of Ardana, Ernst & Young, Glasgow, to Aetema Zentaris GmbH, Germany.

DI: Ernst & Young V: Dundas & Wilson ASCO Marine Ltd Acquisition of Seletar Shipping Ltd, Aberdeen. Aberdeen DI: Seletar Shipping/Johnston Carmichael P: Paull & Williamsons V: Biggart Baillie V: Johnston Carmichael P: Anderson Anderson & Brown Aspire to Acquisition of fellow golf retailer Golf North Golf Ltd Ltd, Aberdeen. Aberdeen DI: Aspire to Golf/Johnston Carmichael P: Mackinnons P: Johnston Carmichael V: Thorntons/Findlay & Co Braveheart Investment Acquisition of Normanton-based Inkopo Ltd, Group Plc a technology commercialisation group. Perth DI: Braveheart Investment Group/Inkopo P: Seymour Pierce Davidson & Share buy-back of part of the share capital Wilson Ltd by this logistics company to facilitate succession Aberdeen planning. Backed by the Royal Bank of Scotland, Edinburgh.

Price & how satisfied £4.85m Cash

c. £1.15m (Aus$2.4m) Cash

c. £3.6m (US$5m) Cash/Debt

>£0.5m Cash

>£0.5m Debt/Equity

>£0.5m Cash

£1.3m

>£0.5m Cash/Debt

DI: Hall Morrice Co: Paull & Williamsons/Hall Morrice

Scottish Deals & Dealmakers 39


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

EME Furniture Dumfries

Sale of this division of A&F Howland Wycombe Ltd, Wycombe, to fellow furniture manufacturer British Thornton ESF Ltd, Keighley, West Yorkshire.

>£0.5m Cash

DI: Grant Thornton V: Morton Fraser/Grant Thornton P: Blacks Law Euronete (UK) Ltd Sale of this supplier of ropes, nets, twine and Aberdeen chandlery products to the UK fishing, leisure and offshore sectors to Euronete Productor de Redes de Pesca SA, Portugal. DI: Anderson Anderson & Brown V: Aberdein Considine & Co V: Anderson Anderson & Brown Imes Strategic Sale of this provider of engineering, Support Ltd maintenance, repair and support services to the Helensburgh Royal Navy’s Trident strategic weapons programme to Lockheed Martin UK Holdings Ltd, London. DI: Ritson Smith Target: McGrigors/Ritson Smith P: Reed Smith Impact Solutions Sale of this oilfield services provider by Freebird Group Ltd Partners LP, US, to a UK subsidiary of Weatherford Reading International, US. DI: Impact Solutions Group DI: Weatherford International V: Fulbright & Jaworski/Dundas & Wilson V: Ernst & Young P: Dickson Minto/PricewaterhouseCoopers P: Andrews Kurth Instock Share buy-back of a minority stake in this Disposables Ltd distributor of cleaning and catering products from Aberdeen an exiting shareholder. DI: Instock Disposables/The vendor Co: Burnett & Reid V: Paull & Williamsons V: Anderson Anderson & Brown Leiths Acquisition of M&M Roadsurfacing (Scotland) Ltd Ltd, Edinburgh. Aberdeen DI: Leiths (Scotland)/The vendors V: Dundas & Wilson No. 1 Control Acquisition by this building contractor of Systems Ltd Aberdeen Mechanical Services Ltd, Aberdeen. Buckie DI: No. 1 Control Systems DI: Aberdeen Mechanical Services P: Stronachs Pinnacle Telecom Acquisition of Northampton-based Accent Group Plc Telecom UK Ltd, Northampton. Edinburgh DI: Pinnacle Telecom Group DI: Accent Telecom UK Advisors not disclosed.

40 Scottish Deals & Dealmakers

>£0.5m Cash

>£0.5m Cash/Deferred consideration

>£0.5m Shares

>£0.5m Cash

>£0.5m Cash

>£0.5m Cash

£0.66m Shares


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Plymouth Argyle Football Company (Holdings) Ltd Plymouth

Sale (in two tranches) of a minority shareholding in the company to Japan-based Yasuaki Kagami by Philip Gill, Plymouth.

>£0.5m Cash

DI: The vendor/The purchaser V: Dickson Minto P: Simmons & Simmons Sainsbury’s Acquisition of several Scottish stores from Supermarkets Ltd Co-operative Group Ltd, Manchester. London DI: Sainsbury’s Supermarkets DI: Co-operative Group P: CMS Cameron McKenna V: McGrigors Sovereign Oilfield Sale of offshore module manufacturer Vertec Group Plc Engineering, Aberdeen, and the cabin rental fleet Aberdeen of Labtech Services Ltd, Aberdeen, to Containental Offshore Ltd, Aberdeen, a subsidiary of Offshore Containers Holdings Ltd. Backed by Claver Capital and Landsowne Capital, both London, and the Royal Bank of Scotland, Aberdeen. The new group to be known as OEG Offshore Ltd. Cooltime Engineering Services Ltd, Aberdeen, was not included in the deal. DI: Sovereign Oilfield Group DI: Offshore Containers Holdings P: Dundas & Wilson/KPMG V: Anderson Anderson & Brown RBoS: Maclay Murray & Spens SovGEM Ltd Reverse takeover of SovGEM by Hanson Jersey Westhouse Holdings Ltd, London, re-admission to AIM and placing of new shares. DI: SovGEM/Hanson Westhouse Holdings S: Clyde & Co S/HWH: Grant Thornton Turner & Co Acquisition of cold storage containers lessor (Glasgow) Ltd Bluecube Rentals Ltd, Birmingham (in administration). Glasgow DI: Turner & Co (Glasgow)/KPMG P: McGrigors V: HBJ Gateley Wareing/KPMG Wood Mackenzie Sale of a stake in the company by Uberior Co-investments Holdings Ltd Ltd, Edinburgh. Edinburgh DI: Uberior Co-investments V: Dundas & Wilson

July 2009 Duddingston House Properties Ltd Edinburgh

Sale by this development company of DH Peebles Ltd, Peebles, to David Harrison Property Ltd, also Peebles.

£83m Cash

c. £5.45m Cash/Debt/Equity

£0.85m Placing

>£0.5m

>£0.5m Cash

>£0.5m

DI: Duddingston House Properties V: Tods Murray/Geoghegan & Co P: Archibald Campbell & Harley/Tenon Scotland

Scottish Deals & Dealmakers 41


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

EDF Energy Plc Acquisition of the Cheshire Cavity Storage London Group Ltd, London, which owns rights over ten underground cavities for gas storage. The transaction also involved the agreement for the de-brining of the cavities by British Salt Ltd, a member of the seller’s group. DI: EDF Energy P: Dundas & Wilson Genesis Sale of the company and sister PMP Consulting Ltd Consultancy Ltd, London, to newly established Glasgow management consultancy PMP Consultancy Ltd, London, creating a new, larger merged entity.

Price & how satisfied £86m Cash

>£0.5m Equity

DI: Genesis Consulting P: McGrigors Macdonald Hotels and Acquisition of Aviemore Highland Resort >£0.5m Cash Resorts Ltd (Retail) Ltd, Bathgate, from the administrators, Bathgate Dundas & Wilson, Glasgow. DI: Macdonald Hotels and Resorts/Dundas & Wilson P: Dickson Minto Mountgrange Ltd Sale by the administrators, Deloitte, of this property company’s London 16 per cent interest in Cashcade Ltd, a London-based online bingo company, to PartyGaming Plc, Gibraltar. DI: Mountgrange Mgmt: Memery Crystal V: Shepherd & Wedderburn C: Jefferies International PG: Olswangs Seafood Acquisition by this food and drink company of Holdings Ltd H&S Openshaw Ltd, Bolton. London DI: Seafood Holdings/H&S Openshaw P: Dundas & Wilson Southampton Sale of the club by Southampton Leisure Football Club Holdings Plc, London, to DMWSL 613 Ltd, London. Southampton DI: Southampton Leisure Holdings/The purchaser P: Dickson Minto Tristel Plc Acquisition of intellectual property and London manufacturing rights of certain products from Medichem International (Manufacturing) Ltd, Sevenoaks, financed by a placing of Tristel’s shares. DI: Tristel P: Maclay Murray & Spens V: Pinsent Masons Wood Mackenzie Ltd Sale of this energy research company to Edinburgh Charterhouse Capital Partners LLP, London, via subsidiary Charterhouse Nadia Ltd, Edinburgh. Backed by HSBC and Nomura, both London, and HBOS, Edinburgh. DI: Charterhouse Capital Partners/The vendors Co: Deloitte P: Allen & Overy V: Dickson Minto/Goldman Sachs Banks: Ashurst Morris Crisp

42 Scottish Deals & Dealmakers

up to £16m

>£0.5m Cash

>£0.5m Cash

£2.4m Deferred payment/ Placing

£553m


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

August 2009

Advantage Property Acquisition of the whole issued and to be issued Income Trust, The share capital by the Conygar Investment Company London Plc, London.

Price & how satisfied

£31.1m

DI: Conygar Investment Co V: Shepherd & Wedderburn/Singer Capital Markets Argent Energy Acquisition by this producer of bio-diesel fuel of Group Ltd Argent Energy Plc from the various vendors, Cinven Motherwell and others. Associated investment to fund acquisition provided by Souter Investments LLP, Edinburgh, and undisclosed others plus certain of the existing Argent Energy management.

>£0.5m Cash/Debt/Equity

DI: Souter Investments P: Dickson Minto/KPMG V: Solomon Taylor & Shaw Mgmt: Maclay Murray & Spens BG Group (UK) Ltd Acquisition of the entire equity of BP Plc, Grangemouth London, in the Everest, Lomond and Armada fields and part of BP’s equity in the Erskine field, all of which are in the Central North Sea. In return, BG Group transferred all of its equity interests in fields in the Southern North Sea to BP.

£300m Asset swap

DI: BG Group (UK)/BP BP: CMS Cameron McKenna BGG: Ashurst Morris Crisp Bowleven Plc Sale by this oil and gas exploration company of Edinburgh up to a 50 per cent interest in the Etinde Permit, Cameroon, by Vitol E&P Ltd, Geneva. DI: Bowleven V: Shepherd & Wedderburn P: SM Beck Central Acquisition of the Uddingston retail outlet of Pharmacy Ltd Lloyds Pharmacy Ltd, Coventry, backed by the Tullibody Royal Bank of Scotland, Edinburgh. DI: Springfords P: MBM Commercial/Springfords V: Anderson Strathern Dawson Sale of the business and certain assets of International Plc cashmere manufacturer Todd & Duncan Ltd, Kinross, Kinross to Ningxia Zhongyin Cashmere Co Ltd, China. DI: Dawson International V: Dundas & Wilson EnCore Oil Plc Sale of the entire issued share capital of EnCore London SNS Ltd, London, to RWE Dea AG, Germany.

c. £150m (US$225m)

>£0.5m Debt

£6.15m Cash

c. £27.5m (US$44.7m) Cash

DI: EnCore Oil/RWE Dea P: CMS Cameron McKenna V: Dewey & Leboeuf

Scottish Deals & Dealmakers 43


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

EnCore Sale of a one per cent interest in the Breagh gas Petroleum Ltd field to RWE Dea AG, Germany. London DI: EnCore Petroleum/RWE Dea P: CMS Cameron McKenna V: Dewey & Leboeuf Faroe Petroleum Sale of the company’s 10 per cent interest (UK) Ltd under Licence P.1230 Breagh Gas Field in the UK Aberdeen Southern North Sea to RWE Dea SNS Ltd, London, a subsidiary of RWE Dea AG, Germany. DI: Faroe Petroleum (UK)/RWE Dea UK SNS V: McGrigors P: CMS Cameron McKenna MB Aerospace Ltd Sale of the company’s nuclear division MB Faber Motherwell Ltd, Leyland, to James Fisher Nuclear (Holdings) Ltd, Barrow-in-Furness. DI: MB Aerospace/James Fisher & Sons V: Maclay Murray & Spens P: Hammonds Petro Ventures Sale of the entire issued share capital of this International Ltd oil and gas exploration company to RWE London Dea AG, Germany. DI: Petro Ventures International/RWE Dea P: CMS Cameron McKenna V: Geoff Hewitt Portsmouth Acquisition of this football club by Al Fahim Football Club Asia Associates Ltd, Abu Dhabi, from Devondale Portsmouth Investments Ltd, British Virgin Islands. DI: Falcon Group P: Mayer Brown International/Ernst & Young RegEnergys Ltd Sale of a 15 per cent interest in the Breagh gas Wakefield field to RWE Dea AG, Germany. DI: RegEnergys/RWE Dea P: CMS Cameron McKenna V: Bond Pearce SPH (Scotland) Ltd Sale of the business of providing property enquiry Glasgow certificates for properties in Scotland to First Scottish Searching Services Ltd, Dalgety Bay. DI: SPH (Scotland) DI: First Scottish Searching Services V: Dickson Minto P: Lindsays Sterling Resources Sale of a 15 per cent interest in the Breagh gas (UK) Ltd field to RWE Dea AG, Germany. Portsmouth DI: Sterling Resources (UK)/RWE Dea P: CMS Cameron McKenna V: Paull & Williamsons

44 Scottish Deals & Dealmakers

Price & how satisfied >£0.5m Cash

c. £25.5m (US$41.6m) Cash

£5.25m Cash/ Deferred consideration

>£0.5m Cash

>£0.5m Cash

>£0.5m Cash

>£0.5m Cash

c. £58.8m Cash


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Stratic Energy Sale of a 10 per cent interest in the Breagh gas c. £38m (Developments) Ltd field to RWE Dea AG, Germany. (US$61.75m) Cash London DI: Stratic Energy (Developments)/RWE Dea P: CMS Cameron McKenna V: Herbert Smith Trident Sale of home delivery company Gordon & >£0.5m Cash Investments Ltd McLoughlin Transport (Salsburgh) Ltd to Home Airdrie Delivery Network Ltd, Liverpool. DI: Trident Investments/Home Delivery Network P: Weil Gotschal & Manges Target: PricewaterhouseCoopers

TS Marine (Contracting) Ltd Aberdeen

Sale of the assets of the company’s UK contracting business to Marine Subsea UK, part of Marine Subsea AS, Norway.

DI: TS Marine (Contracting)/Marine Subsea P: Ledingham Chalmers V: Maclay Murray & Spens P: Stronachs/Simmons & Co International

>£0.5m

Venture Hostile takeover of this North Sea gas producer Production Plc by Centrica Plc, Windsor. Aberdeen DI: Centrica Advisors not disclosed.

£1.3bn

Baxi Group Ltd Merger with fellow heating company De Dietrich Derby Remena Group, the Netherlands, backed by BC Partners, London.

>£0.5m Shares

September 2009

DI: Baxi Group/De Dietrich Remena Group DDRG: Baker & McKenzie BG: Dickson Minto C&C Group Plc Acquisition of the Irish and Scottish businesses of Eire global brewer Anheuser-Busch InBev, Belgium, including the Tennents brands. The deal also secured distribution rights of other major brands within the UK for the purchaser. DI: C&C Group/Anheuser-Busch InBev P: Dundas & Wilson V: Harper Macleod Duddingston House Sale by this property developer of DH Westfield Properties Ltd Ltd, Edinburgh, to Hart Builders (Edinburgh) Ltd. Edinburgh DI: Duddingston House Properties DI: Hart Builders (Edinburgh) V: Tods Murray/Geoghegan & Co P: Burness/KPMG First Oil Expro Ltd Acquisition of a 33.33 per cent interest in Aberdeen Licence P.1627 Block 29/6a from Endeavour Energy UK Ltd, London.

£180m Cash

>£0.5m

>£0.5m Assumption of debt/Cash

DI: First Oil Expro/Endeavour Energy UK P: CMS Cameron McKenna V: Bond Pearce

Scottish Deals & Dealmakers 45


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Fugro Holdings Ltd Acquisition of ROV and engineering simulation Wallingford, Oxfordshire software developer General Robotics Ltd, also Wallingford.

Price & how satisfied >£0.5m Cash

DI: Fugro Holdings/General Robotics DI: Chate & Co V: Chate & Co V: Moorcrofts/Dub & Co P: Bryan Cave Jackson Fuels Ltd Sale of the entire issued share capital of the >£0.5m Cash Berkhamsted, Hertfordshire company to fellow fuel distributer GB Oils Ltd, Warrington.

DI: Jackson Fuels/GB Oils P: Maclay Murray & Spens V: Harrowell & Atkins/Tyler-Waddington

JMC Healthcare Ltd Acquisition of the Co-operative Pharmacy, Glasgow Prestonpans, from Co-operative Group, Manchester, backed by Lloyds Banking Group, Glasgow.

>£0.5m Cash/Equity

DI: JMC Healthcare/Co-operative Group P: Ogilvie Munro Corporate Finance P: HBJ Gateley Wareing V: Brodies Latent Ltd Sale of this engineering and IT consultancy by >£0.5m Cash/Shares Aberdeen the various shareholders to Add Energy Group AS, Norway. DI: Latent/Add Energy Group V: Stronachs/Gardner CA P: Evensen & Co P: Anderson Anderson & Brown/Ernst & Young Lindsays LLP Sale of the investment management division of Edinburgh this legal firm to financial management firm Brown Shipley & Co Ltd, London. DI: PKF V: In-house legal/PKF Pipeline Engineering Sale of this provider of pipeline products and & Supply Co Ltd solutions to Circor International Inc, US. Richmond, North Yorkshire DI: Simmons & Co International V: Simmons & Co International/Pinsent Masons P: Boyes Turner/PricewaterhouseCoopers Tendeka BV Acquisition by this oil and gas industry service The Netherlands provider of Middle East-based sand-face completion equipment company FloTech (Holdings) Ltd. DI: Tendeka/FloTech (Holdings) P: Paull & Williamsons/Anderson Anderson & Brown V: Shoosmiths P: Simmons & Co International Uberior Sale of their investment in the Pearl Group of Co-investments Ltd companies to Liberty Acquisition Holding Edinburgh (International) Ltd, now The Pearl Group. Transaction approved by the FSA and Pearl Group to be listed on the London Stock Exchange. DI: Uberior Co-investments V: Dundas & Wilson

46 Scottish Deals & Dealmakers

>£0.5m Cash

>£0.5m Cash

>£0.5m Cash

>£0.5m Equity


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Wichford Property Management Ltd London

Sale of a 49 per cent stake in the company by JO Hambro Capital Management Ltd, London, to Corovest Fund Managers (UK) Ltd, London.

>£0.5m Cash

DI: JO Hambro Capital Management DI: Corovest Fund Managers V: Dickson Minto P: Pinsent Masons Zenith Oilfield Acquisition by this oil and gas company of the Technology Ltd well-monitoring division of Ziebel UK Ltd, Aberdeen. Aberdeen DI: Zenith Oilfield Technology/Ziebel UK V: DLA Piper (Scotland) P: Stronachs

October 2009 Cairn Energy Plc Edinburgh

Sale of the company’s 10 per cent interest in its existing operated blocks offshore Greenland to Petronas International Corporation Ltd, Malaysia, and granting to Petronas of an option to increase the interest by a further 10 per cent, as well as the sale of 43.6 million shares in Cairn India Ltd to the company.

DI: Cairn Energy/Petronas International Corporation V: Shepherd & Wedderburn Carillion Sale of the Enviros Group Ltd, Manchester, to (AMBS) Ltd Sinclair Knight Merz (Europe) Ltd, Manchester, Glasgow a subsidiary of Sinclair Knight Merz, Australia. DI: Carillion (AMBS)/Sinclair Knight Merz (Europe) V: Slaughter & May/Rothschild P: MacRoberts/Grant Thornton Critical Skills Acquisition of CSP Holdings (UK) Ltd, London, Group Ltd with Social Investment Scotland, Edinburgh, providing Gullane investment and working capital facilities.

DI: Critical Skills Group/CSP Holdings (UK) P: Shepherd & Wedderburn V: Frisby & Co

Stable Holdings Ltd Aberdeen

Sale of various trade and assets of the group and subsidiaries Stable Services Ltd, Stable Leasing Ltd and Holsco Ltd, all Aberdeen, to Paradigm Group BV, the Netherlands, via newly formed subsidiary Paradigm Oilfield Services Ltd, also Aberdeen.

>£0.5m Cash

c. £193.79m (US$310m)

£26.8m Cash

>£0.5m

>£0.5m Cash

DI: Hall Morrice P: Maclay Murray & Spens/Hall Morrice V: Dundas & Wilson Tideway Systems Ltd Sale of the company to fellow software provider >£0.5m Equity London BMC Software, US, from the various vendors including Scottish Equity Partners, Glasgow. DI: The vendors/BCM Software Advisors not disclosed.

Scottish Deals & Dealmakers 47


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

November 2009 Abermed Ltd Aberdeen

Sale of a majority stake in this occupational health services provider by the management and Northern Venture Trust, Newcastle upon Tyne, to Netherlands-based Blue Cross Travel Services, a subsidiary of Singapore-based International SOS Pte Ltd.

DI: Blue Cross Travel Services/The vendors P: Lewis Silkin V: Ledingham Chalmers/Anderson Anderson & Brown NVT: Dickinson Dees Applus RTD UK Ltd Sale of the company’s mechanical testing and Aberdeen weld school business to Exova (UK) Ltd, Newbridge. DI: Applus RTD UK/Exova (UK) V: Shepherd & Wedderburn P: Morton Fraser Aupec Ltd Sale of this provider of petroleum economics, Aberdeen valuation and benchmarking consultancy services to the oil and gas industry to The Parkmead Group Plc, London. DI: Aupec/The Parkmead Group V: Paull & Williamsons V: Anderson Anderson & Brown BSW Timber Ltd Acquisition of the entire issued share capital of Earlston Howie Group Ltd, Dalbeattie, from the vendor Robin Howie. Backed by the Royal Bank of Scotland, Edinburgh. DI: BSW Timber/The vendor V: Burness/Grant Thornton P: Shepherd & Wedderburn/Springfords P: Baker Tilly Scotland RBoS: Brodies Capital Copiers Acquisition of West End Business Systems (Edinburgh) Ltd Ltd, Edinburgh. Edinburgh DI: Capital Copiers (Edinburgh) DI: West End Business Systems P: Shepherd & Wedderburn V: McDougall & Co Capsoft UK Ltd Acquisition of the HotDocs software business Edinburgh of LexisNexis, US. DI: Capsoft UK P: Tods Murray/Baker Tilly Scotland F&C Commercial Takeover of FCPT Holdings Ltd, Guernsey, Property Trust Ltd by way of share for share exchange from the Guernsey various vendors. DI: F&C Commercial Property Trust DI: FCPT Holdings P: Dickson Minto

48 Scottish Deals & Dealmakers

Price & how satisfied

>£0.5m Cash/Loan notes

>£0.5m

>£4m Cash/Equity

£32.7m Cash/Debt

>£0.5m

>£0.5m

>£0.5m Shares


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Fidelity Plant Hire (Scotland) Ltd Airdrie

Sale of Woodside Power Generation, Cumbernauld, to fellow plant hire company Apex Generators Ltd, Glasgow, backed by Nevis Capital, Glasgow.

>£0.5m Cash/Debt

DI: Nevis Capital P: MacRoberts V: Wright, Johnston & Mackenzie RBS: Maclay Murray & Spens GrainCorp Ltd Acquisition of fellow agricultural business Australia United Malt Holdings, US. DI: GrainCorp/United Malt Holdings P: Maclay Murray & Spens V: Brodies Jasmine Property Acquisition of the entire issued share capital of Investments Ltd facilities management and administrative support Aberdeen company The Barbers Pole Ltd, Aberdeen. DI: Ritson Smith P: Paull & Williamsons/Ritson Smith V: Commercial Law Practice/Garden & Marshall Norscot Truck Acquisition of the trade and certain assets of and Van Ltd the Aberdeen repair facilities of MAN Truck and Bus Aberdeen Ltd, Swindon, backed by Clydesdale Bank, Aberdeen.

>£0.5m Cash

>£0.5m Cash

>£0.5m Cash

DI: Norscot Truck and Van/MAN Truck and Bus P: Maclay Murray & Spens/Anderson Anderson & Brown Orangina Schweppes Sale of this soft drinks company by Blackstone Group Ltd Group Ltd and Lion Capital Holdings, both London, London to Suntory Holdings Ltd, Japan.

>£0.5m

DI: The vendors/Suntory Holdings V: Weil Gotschal & Manges/Tods Murray Picsel Sale of the trade and certain assets of the Technologies Ltd business to Picsel Group, Guernsey, by the Glasgow administrators PricewaterhouseCoopers, Glasgow. Backed by an undisclosed third party investor.

>£20m Cash/Debt/Equity

DI: PricewaterhouseCoopers, Glasgow V: Brodies/PricewaterhouseCoopers P: Maclay Murray & Spens/Campbell Dallas I: Biggart Baillie PwC: Boyds Powerleague Sale of this five-a-side football operator to Patron Group Plc Sports Leisure Sarl, Luxembourg, via subsidiary Paisley Patron Capital Partners, Edinburgh & London, backed by a loan facility of more than £80m from Bank of Scotland, Glasgow. DI: Patron Capital Target: Ernst & Young P: DLA Piper/KPMG V: Berwin Leighton Paisner Silkwater Sale of this provider of hydrocyclone for sand water Holdings Ltd separation in the oil and gas industry to M-I Basingstoke Drilling Fluids Ltd, US, by the various vendors including Maven Capital Partners, Aberdeen.

£42.5m Cash

>£16.6m Cash

DI: The vendors/M-I Drilling Fluids V: Paull & Williamsons/BDO Simpson Xavier P: Dundas & Wilson/Ernst & Young Scottish Deals & Dealmakers 49


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Submersible Technology Services (Holdings) Ltd Aberdeen

Sale of the entire issued share capital in this marine services company to Neptune Scotland Holdings Ltd, Aberdeen, by Quayle Munro Holdings, Edinburgh, and the management.

c. £16m Cash/Equity

DI: The vendors/Neptune Scotland P: Ledingham Chalmers V: Maclay Murray & Spens Town & County Acquisition of certain business and assets of >£0.5m Motors Ltd fellow motor dealer Manor Oak (HMG) Ltd, Aberdeen. Aberdeen DI: Town & County Motors/Manor Oak (HMG) P: Paull & Williamsons/Anderson Anderson & Brown TS Marine Sale of the company’s Asia-Pacific businesses >£0.5m (Contracting) Ltd TSMarine Pty Ltd, Australia, and TSMarine Aberdeen (Contracting) Singapore Pte Ltd, Singapore, to CHAMP Ventures Pty Ltd, Australia.

DI: TS Marine (Contracting)/CHAMP Venture P: Baker & McKenzie/Azure Capital V: Maclay Murray & Spens/Simmons & Co International

December 2009 Brogan Holdings Ltd Motherwell

Sale of this oil distributer by the Brogan family to DCC Plc, Ireland, via subsidiary GB Oils Ltd, Warrington.

DI: The vendors/DCC P: Pinsent Masons/PricewaterhouseCoopers V: Dundas & Wilson/KPMG Callcredit Information Sale of this credit referencing company to Group Ltd Vitruvian Partners Ltd, London, by Skipton Leeds Building Society, Skipton. DI: Skipton Building Society/Vitruvian Partners P: Dickson Minto dns Ltd Sale of this internet security company to Edinburgh Secureworks Holding Corporation, US, by Graeme Cox. DI: The vendor/SecureWorks Holding V: DLA Piper (Scotland) P: King & Spalding International Eden Springs Acquisition by this drinks company of Hydropure UK Ltd Distribution Ltd, Huntingdon. Blantyre DI: Eden Springs UK/Hydropure Distribution P: Semple Fraser Excel Industrial Acquisition by this energy service company of a Systems Ltd 50 per cent stake in Aquidata Excel JV Ltd, Aberdeen. Aberdeen DI: Excel Industrial Systems/Aquidata Excel JV P: Stronachs/Ritson Smith V: Maclay Murray & Spens

50 Scottish Deals & Dealmakers

£42.5m Cash

>£0.5m Cash

>£0.5m Cash/Equity

>£0.5m

>£0.5m Cash


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Pharmacy Care Acquisition of fellow pharmacy operator St Plus Ltd Annes Pharmacy Ltd, St Annes. Cheadle Hulme DI: Pharmacy Care Plus/St Annes Pharmacy P: George Davies/Martin Aitken Pharmacy Care Acquisition of fellow pharmacy operator Barash Plus Ltd (Chemists) Ltd, Manchester. Cheadle Hulme DI: Pharmacy Care Plus/Barash (Chemists) P: George Davies/Martin Aitken Retail Property Sale of this company which owns Silverburn Holdings Ltd Shopping Centre in Glasgow, by The Elementary London Property Company Ltd (in receivership with Deloitte) to Hammerson (Silverburn) Ltd, Isle of Man, and CPP Investment Board Real Estate Holdings Inc, Canada.

Price & how satisfied >£0.5m

>£0.5m

£297m Cash

DI: Deloitte V: Dickson Minto P: Herbert Smith/Biggart Baillie Ross & Bonnyman Ltd Sale of the trade and assets of the doors Forfar division of this designer and manufacturer of lifting solutions for the distribution, retail and haulage industries to JR Industries Ltd, Caerphilly.

>£0.5m Cash

DI: Ross & Bonnyman/JR Industries V: Anderson Anderson & Brown Sorex Ltd Sale of the company’s Network Bird business to Widnes P&L Systems Ltd, Knaresborough, a provider of non-chemical bird proofing systems to corporate clients.

>£0.5m Cash

DI: Sorex/P&L Systems V: Dundas & Wilson Spitfire Group Acquisition of management consultancy Holdings Ltd Spitfire Consultancy Ltd, Nottingham, backed Glasgow by Clydesdale Bank, Glasgow. DI: Spitfire Group Holdings/The vendors P: Maclay Murray & Spens B: Brodies Sutherland Professional Sale of this solicitor lending business by John Funding Ltd G Russell Transport Ltd, Glasgow, to Impact Edinburgh Holdings (UK) Plc, Manchester. DI: Impact Holdings (UK) DI: John G Russell Transport P: Pannone V: Grant Thornton Wrap Film Systems Ltd Acquisition of foil manufacturer Baco Consumer Telford Products Ltd, Amersham, Buckinghamshire. Backed by Growth Capital Partners, London, and Barclays Bank, Glasgow. DI: Barclays Bank P: Dundas & Wilson/BDO Stoy Hayward

52 Scottish Deals & Dealmakers

>£0.5m Cash/Debt

£0.75m Equity

>£0.5m Debt


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

January 2010

Aberdeen Asset Acquisition of certain fund management assets Management Plc and contracts from RBS Asset Management Ltd, Aberdeen Edinburgh, and a long-term distribution agreement between AAM and RBS Wealth Management. The consideration satisfied in cash but refinanced by a non pre-emptive placing. The acquired assets under management totalled c. £13.5bn. DI: Aberdeen Asset Management DI: RBS Asset Management P: Maclay Murray & Spens/Ernst & Young V: Allen & Overy Church House Acquisition of this private bank by Virgin Money Trust Plc Holdings UK Ltd, Norwich, with Quayle Munro Ltd, Yeovil Edinburgh and London, acting as financial advisors to the purchaser. DI: Church House Trust/Virgin Money Holdings UK V: TLT Solicitors P: Denton Wilde Sapte QM: Maclay Murray & Spens Dunfermline Sale of the entire issued share capital of the Autocentre Ltd holding company, Boydslaw 103 Ltd, Dunfermline, Dunfermline to Bristol Street First Investments Ltd, Newcastle, for a combination of cash and shares in BSFI’s ultimate parent company Vertu Motors Ltd, London. DI: Boydslaw 103/Bristol Street First Investments V: Bellwether Green V/P: Deloitte P: Muckle Edinburgh Dragon Share buy-back by this trust by way of tender Trust Plc offer to all shareholders through Winterflood Securities, Edinburgh London, for up to 15 per cent of the company’s issued share capital. DI: Edinburgh Dragon Trust Co: Shepherd & Wedderburn Hallin Marine Subsea Takeover of the company by Superior Energy International Plc Services Inc, US, effected by way of a scheme Isle of Man of arrangement. DI: Superior Energy Services P: McGrigors HIMOR Group Ltd Acquisition of fellow property investment Newton-le-Willows company WR Estates Ltd, Newton-le-Willows.

DI: HIMOR Group/WR Estates P: McGrigors/KPMG

Intense Ltd Glasgow

Sale of the company’s optical water fabrication business to Compound Semiconductor Technologies Global Ltd, Glasgow.

Price & how satisfied

£84.7m Cash

£12.3m Cash/Loan notes

>£2.5m Cash/Equity

c. £60m

£103.5m

£5.34m Cash/Shares

>£0.5m

DI: Intense DI: Compound Semiconductor Technologies Global V: Dundas & Wilson

Scottish Deals & Dealmakers 53


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Invec Solutions Ltd Gourock

Sale of this IT services company and its sister >£0.5m Cash company Invec Ltd to Celestica Ltd, Manchester, the UK subsidiary of Celestica Inc, Canada.

DI: Invec Solutions/Celestica V: McGrigors V/P: KPMG P: Dundas & Wilson James Finlay Ltd Sale of the company’s Uganda-based tea trading Glasgow/London and horticulture company Rwenzori Tea Investments, which owns a tea plantation in Uganda, to Borelli Tea Holdings Ltd, London, a subsidiary of the McLeod Russell Group, US. DI: James Finlay/Borelli Tea Holdings V: McGrigors Pinnacle Telecom Acquisition of fellow telecoms company Group Plc Solwise Telephony Ltd, London. Edinburgh DI: Pinnacle Telecom Group/Solwise Telephony P: Wright, Johnston & Mackenzie V: GS Solicitors Scotvalve Sale of this company offering repairs and Services Ltd services of oilfield pressure control machinery by Aberdeen owners, The Roy Burnett Discretionary Trust, Aberdeen, to Petrofac Management International Ltd, UAE, and Petroofacfac Facilities Management Ltd, Aberdeen. DI: Scotvalve Services/Petrofac Management International V: Maclay Murray & Spens/PricewaterhouseCoopers P: Ashfords/Sharkawy & Sarhan Thornhill Sale of the entire issued share capital of this Holdings Ltd investment management company to Cazenove London Capital Holdings Ltd, Jersey.

February 2010

c. £19.46m (US$30m) Cash

£0.57m Equity

c. £3.17m (US$4.88m)

>£0.5m

DI: Thornhill Holdings/Cazenove Capital Holdings V: Maclay Murray & Spens P: Herbert Smith

ATR Holdings Ltd Sale of the trade and assets of ATR Engineering Aberdeen Ltd to TDC (Aberdeen) Ltd, Aberdeen. DI: Anderson Anderson & Brown V: Paull & Williamsons/Anderson Anderson & Brown P: Stronachs Capita Group Plc Acquisition of NB Real Estate Group Ltd, London, London via subsidiary Capita Symonds Ltd, London. DI: Capita Group/NB Real Estate Group P: DLA Piper (Scotland)/RSM Tenon V: Ashurst Morris Crisp/BDO Stoy Hayward Doig & Smith Ltd Acquisition of the business and assets of quantity Glasgow surveying and project management firm Doig & Smith Surveyors LLP, Glasgow. DI: Douglas Home & Co P: Harper Macleod/Douglas Home & Co

54 Scottish Deals & Dealmakers

Price & how satisfied

>£0.5m Cash

£20m Cash

>£0.5m Loan


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Edrington Group Acquisition of the Cutty Sark brand from Berry Ltd, The Bros & Rudd, London, with Berry Bros acquiring Glasgow The Glenrothes single malt brand from Edrington and Edrington retaining ownership of The Glenrothes distillery.

Price & how satisfied >£0.5m

DI: The Edrington Group/Berry Bros & Rudd Advisors not disclosed. G&S Sale of the transport and logistics business of >£0.5m Cash International Ltd the company to Gist Ltd, Guildford, and sale of the Bellshill transport and logistics business of G&S International BV to Gist BV, both the Netherlands.

DI: The vendors/The purchasers V: Wright, Johnston & Mackenzie P: McClure Naismith

Green Marine Ltd Southampton

Sale of this racing yacht manufacturer to Vitters Shipyard BV, the Netherlands.

DI: Green Marine/Vitters Shipyard P: Dundas & Wilson Lewis Ltd Sale by the liquidator, Invocas, Aberdeen, of Aberdeen this offshore engineering consultancy of certain assets to Subsea Technologies Ltd, Aberdeen, a newly formed company to act as a vehicle including the initial funding of Subsea Technologies Ltd.

>£0.5m Cash

>£0.5m Cash/Debt

DI: Hall Morrice V: Maclay Murray & Spens/Invocas P: Raeburn Christie Clark & Wallace/Hall Morrice Royal Bank of Scotland Sale of the non-US assets of the bank’s c. £1.1bn Group Plc, The commodities joint venture with Sempra Energy (US$1.7bn) Edinburgh Inc, US, RBS Sempra, to JP Morgan Chase & Co, US. DI: The Royal Bank of Scotland Group DI: JP Morgan Chase & Co Advisors not disclosed. Thomson Litho Sale by the Thomson family of this printing Holdings Ltd company to GZ Digital Media AS, Czech Republic. East Kilbride DI: Tods Murray V: Tods Murray/BDO Stoy Hayward P: Dundas & Wilson WJ Harte Acquisition of G&B Road Markings, Airdrie. Construction Ltd Glasgow DI: WJ Harte Construction/The vendors P: Harper Macleod/Whittaker & Associates V: Brechin Tindal Oatts/RSM Tenon

March 2010 Airchannel Ltd Airdrie

Sale of this compressed air systems distribution and maintenance company to Motivair Compressors Ltd, Waltham Cross, Hertfordshire.

>£0.5m Cash

£0.6m Cash

>£0.5m Cash

DI: Airchannel/Motivair Compressors V: Grant Thornton P: TLT Solicitors

Scottish Deals & Dealmakers 55


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

AtlasConnect Ltd Glasgow

Sale by Scottish Enterprise, Glasgow, of this broadband specialist to SSE Telecommunications Ltd, Perth.

>£0.5m

DI: Scottish Enterprise/SSE Telecommunications S&SE: Dundas & Wilson SE: Shepherd & Wedderburn Brightsolid Ltd Acquisition by this subsidiary of DC Thomson Dundee & Co, Dundee, of online search and contact company Friends Reunited Group, London, from ITV Plc, London. DI: Brightsolid/Friends Reunited Group Advisors not disclosed. Digimis Ltd Sale of this IT specialist in cloud application Edinburgh services to software company K3 Business Technology Group Plc, Manchester. DI: Digimis/K3 Business Technology Group V: McClure Naismith P: Dundas & Wilson First People Sale by the administrators of the general Solutions Group Ltd recruitment business to MY BPOS Ltd, Glasgow. Glasgow Backed by Clydesdale Bank, Glasgow. DI: The administrator V: DLA Piper (Scotland) P: MacRoberts CB: Wright, Johnston & Mackenzie First People Sale by the administrator of the company’s oil Solutions Group Ltd and gas staff recruitment business to Tec Group Glasgow International Recruitment Ltd, Glasgow, backed by Clydesdale Bank, Glasgow. DI: First People Solutions Group DI: Tec Group International Recruitment V: DLA Piper (Scotland) P: MacRoberts CB: Wright, Johnston & Mackenzie Harlen Sale of the entire issued share capital of this Fabrication Ltd provider of steel fabrication and machinery services Aberdeen to the North Sea oil and gas industry to Terry Henderson, Aberdeen.

£25m

£2.1m Cash/Equity/ Loan notes

>£0.5m Cash/Deferred consideration

>£0.5m Cash/Deferred consideration

>£0.5m Cash

DI: Anderson Anderson & Brown V: Ledingham Chalmers/Anderson Anderson & Brown P: Peterkins Highland Spring Ltd Acquisition of the bottled water business of Blackford Greencore Water Plc, Dublin, with sites in Wales and East Scotland. Deal backed by Lloyds Banking Group, Glasgow.

£17m Debt/Equity

DI: Highland Spring Advisors not disclosed. JWR Holdings Ltd Sale of 49 per cent of subsidiary TOM Vehicle Rentals Airdrie Ltd, Airdrie, to Hugh Stewart and Mark and Gary Grier. The purchasers have an option to purchase the remaining shares at a later date.

£3.1m Cash

DI: JWR Holdings P: McGrigors P/V: Johnston Carmichael

56 Scottish Deals & Dealmakers


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Laverock von Schoultz Ltd London

Sale of this technology, media and telecoms company by Simon Ordish to La Francaise des Jeux, France.

£15m Cash

DI: The vendor/La Francaise des Jeux V: Dundas & Wilson Mansefield Share exchange with the shareholders Holdings Ltd swapping shares in the company for shares in Inverness fellow construction firm Global Construction (Scotland) Ltd, Inverness. DI: Mansefield Holdings DI: Global Construction (Scotland) V: Harper Macleod P: Munro & Noble/Ernst & Young Nessco Group Sale of the entire issued share capital of Holdings Ltd telecommunications company Nessco Ltd to Aberdeen Spiritel IP Communications Ltd, London.

>£0.5m

£2m Cash

DI: Johnston Carmichael V: Paull & Williamsons/Johnston Carmichael P: Hammonds/Hurst Morrison Thomson Oval Ltd Sale of Tett Hamilton & Co Ltd, Clevedon, and Wakefield Oval Insurance Broking Ltd’s Clevedon business back to Andrew Tett who sold Tett Hamilton to Oval in 2007. Company now called AJP Insurance Ltd.

>£0.5m Cash/Shares

DI: Oval/Andrew Tett V: Dundas & Wilson Petrofac Ltd Acquisition by this offshore service provider of Aberdeen Stephen Gillespie Consultants Ltd, Grangemouth, a designer and manufacturer of turnkey flow metering computer systems.

£2.1m plus £1.4m Earn-out

DI: Petrofac/Stephen Gillespie Consultants V: Lindsays/Ernst & Young P: CMS Cameron McKenna ReactivLab Ltd Sale of the stakes of six vendors in the company Glasgow to fellow life sciences company Avacta Group Plc, York. DI: The vendors/Avacta Group V: Wright, Johnston & Mackenzie P: Walker Morris Richard Irvin Acquisition of 90 per cent of the issued share capital & Sons Ltd of A&R Hepburn (Engineering) Ltd, Edinburgh, Aberdeen backed by Bank of Scotland, Aberdeen. DI: Anderson Anderson & Brown P: Paull & Williamsons/Anderson Anderson & Brown V: Brechin Tindal Oatts Roko Ltd Acquisition of the business and assets of the London Rainbow Sports Bar, London.

>£0.5m Cash/Equity

>£1m Cash

>£0.5m

DI: Roko Co: Dundas & Wilson

Scottish Deals & Dealmakers 57


ACQUISITIONS AND SALES Principal & Location

Details of Deals Deal Initiators & Advisors involved

Save & Invest Acquisition of the business and assets of Judy Group Ltd Hume Financial Services, Perth. Glasgow DI: Save & Invest Group DI: Judy Hume Financial Services P: Bellwether Green/Johnston Carmichael V: McCash & Hunter/Sharles Sovereign Oilfield Sale of six subsidiaries – Caledonian Petroleum Group Plc Services Ltd, Forfab Ltd, Labtech Services Ltd, Aberdeen Cooltime Engineering Services Ltd, OIL Engineering Ltd and Sovereign Dimensional Survey Ltd, all Aberdeen – by the administrator, PricewaterhouseCoopers, Aberdeen, to Global Energy (Holdings) Ltd, Inverness.

Price & how satisfied >£0.5m Cash/Equity

>£0.5m

DI: PricewaterhouseCoopers, Aberdeen P: Stronachs/Ernst & Young V: Shepherd & Wedderburn/PricewaterhouseCoopers Specific Market Acquisition by this offshore project manager Solutions Ltd and services provider of offshore service provider Aberdeen East Coast Precision Ltd, Glenrothes, backed by the Royal Bank of Scotland, Edinburgh.

>£0.5m Debt/Equity

DI: Hall Morrice P: Rowson & Associates/Hall Morrice Standard Life Plc Acquisition of the remaining 75 per cent of Threesixty Edinburgh Services LLP, Cheadle Hulme, Cheshire, an IFA support service provider.

>£0.5m

DI: Standard Life/Threesixty Services P: Burness V: Brabners Chaffe Street Woollard & Henry Holdings Acquisition of a controlling interest in Woollard Employee Benefit Trust & Henry Holdings Ltd, Aberdeen, from Baxi Aberdeen Ltd, Dunfermline.

58 Scottish Deals & Dealmakers

DI: Woollard & Henry Holdings Employee Benefit Trust V: Wright, Johnston & Mackenzie P: Harper Macleod

>£0.5m Cash


when recruiting, we believe you need to have all the pieces to choose from... Lexical is a boutique legal search consultancy offering tailor made recruitment solutions to a select client base of Private Practice Law Firms and In-House Legal Departments. Headquartered in Edinburgh, we are the only legal search boutique in Scotland. Our London office enables us to source talent from both jurisdictions. We recruit across all legal disciplines from corporate to litigation and from rising star associate to equity partner/head of legal. We also recruit for law firm management positions.

EXECUTIVE SEARCH • SELECTION • CONSULTANCY • RESEARCH

We would be delighted to meet with you on a no-commitment basis, please contact Sarah Baxter Telephone 0131 535 1075 or 07930 443222 Email sarah@lexicallegal.co.uk

Visit www.lexicallegal.co.uk


New issues/Jvs/PFI/PPPs/Flotations

False dawn fades as activity stalls Although many companies claimed to be heading for an IPO, few actually materialised and the year saw more talk of delisting than of new issues

T

he last 12 months were pretty subdued when it came to new issues by companies looking to raise money although towards the end of 2009 activity began to pick up a little. David Cockburn, head of corporate finance for Grant Thornton in Scotland, says: “The capital markets, particularly the Alternative Investment Market, have been very quiet. More people are talking about delisting rather than new issuing.”

The capital markets, particularly AIM, have been very quiet. More people are talking about delisting rather than new issuing David Cockburn, Grant

But both Kenneth Shand, head of corporate at Maclay Murray & Spens, and David Leslie, PricewaterhouseCoopers' head of corporate finance in Scotland, saw increased activity as the year started. Leslie says: “At the beginning of the year, there was a whole flood of companies claiming to be on a route towards IPO, some of which was because of a lack of finance in private markets.” 60 Scottish Deals & Dealmakers

It is a view Shand agrees with although he believes movement has dropped off slightly in recent months. “At the tail end of the last calendar year, there was a bit of activity,” he points out. “People were thinking that was it getting going again but it seems to have stalled slightly.” Reasons for the increase in activity include firms going back to the market to raise further funding, mainly to pay down debt, but also to get money to buy companies. “That’s one of the reasons I think there will be further acquisitions, because I know there are guys sitting on cash,” Shand adds. The general feeling is that if somebody is sitting in the market with a good company they are in a relatively good position. There is money available through shareholding and rights issues on the main market and there is the availability of debt. “The banks are feeling reasonably comfortable in lending into existing clients of good quality,” says Leslie. As for the future, most experts believe there will be more activity though it will not take the world by storm. Graham Cunning, regional director, corporate and structured finance at Clydesdale Bank, says: “One or two companies will go to the market to create liquidity for their shareholders to get some equity firepower to grow but I don’t see that being a major success for the Scottish economy in the next year.” PwC’s Leslie agrees. “The current up-to-date


New issues/Jvs/PFI/PPPs/Flotations thinking on that is that there may be one or two but there isn’t going to be a flood of IPOs,” he explains. “They will have to be AAA stock to attract interest.” It seems companies are becoming more confident with the current market conditions and are talking to brokers about potential floats to take place in the second half of this year. “If the government brings a bit of stability, people become a little more confident and funding gets a little more relaxed, there could be quite a bit of activity in new issues and floats in the third and fourth quarters,” says Shand. Away from new issues, PFI and project financing appear to still have some life in them, although the severe cutbacks expected in public sector funding may have an impact on that. Barclays Bank in Scotland has taken the decision to move into this space, having started up its project financing arm in 2007. Ally Scott, managing director of Barclays Corporate, says: “We have had a very strong run funding projects in schools, hospitals and roads over the past 18 months.” Completed projects include the M80 extension, which was funded as a PFI project by Barclays, and an extension to North Victoria hospital in Glasgow. Another healthcare project further north is also close to completion. Scott is not too concerned

New issues, joint ventures, PFI/PPPs and flotations Lawyers 1. Maclay Murray & Spens 2. MBM Commercial 3. McGrigors 4. DLA Piper (Scotland) 5. Dundas & Wilson

Deals 22 16 13 12 10

Value >£204.78m >£17.3m >£629.3m >£94.67m >£543.25m

Accountants 1. Simmons & Co International 2. Ernst & Young 3. Anderson Anderson & Brown 4. Robertson Craig 5. PricewaterhouseCoopers

Deals 3 3 2 2 1

Value c. £83.49m c. £69.5m £49.5m >£1m £6m

Investors 1. Scottish Enterprise* 2. Maven Capital Partners 3. Scottish Equity Partners 4. Archangel Informal Investments 5. Lime Rock Partners

Deals 18 15 7 6 3

Value >£24.26m >£28.95m >£53.2m £7.44m c. £48.19m

Initiators 1. MBM Commercial 2. Scottish Equity Partners 3. Simmons & Co International 4. Grant Thornton 5. DLA Piper (Scotland)

Deals 3 2 1 1 1

Value £4.245m c. £16.3m £42m £4m £2m

All deals with an undisclosed value are credited as £0.5m. * Scottish Enterprise total also includes Scottish Co-investment Fund 10 @ >£12.99m

about potential cuts in the public sector budgets. “We work very closely with the Scottish Government and its advisers in trying to find funding solutions to ensure that, where possible, commitment to infrastructure

spend in Scotland continues,” he explains. “We deliberately adopted a strategy when the Scottish banks were closing their PFI and project finance teams in Scotland to invest in our capability in Scotland.” n Scottish Deals & Dealmakers 61


New issues/Jvs/PFI/PPPs/Flotations CAse study: PrismTech

Lifeline fund aids PrismTech push Unable to secure funding from traditional bank sources, this communications specialist is grateful for the backing of the Capital for Enterprise Fund

D

espite the unfavourable market conditions for investment, communications software firm PrismTech was able to attract £1.5m in order to ramp up its marketing and sales efforts. The Dunfermline-headquartered business received the investment from Maven Capital Partners on behalf of the government’s Capital for Enterprise (CfE) fund.

PrismTech's software is on one of the US Navy's Zumwalt destroyers, and controls the whole information technology system on the ship David Cairns, PrismTech

With another base in the US, and with divisions in France and Germany, PrismTech, which was set up in 1992, develops distributed and embedded software solutions. The company’s key lines – Spectra and 62 Scottish Deals & Dealmakers

OpenSplice – provide products for systems and equipment companies specialising in communications solutions to markets such as defence and aerospace, transportation, telecommunications and finance. PrismTech’s executive chairman, David Cairns, says: “One of the reasons we went for this Capital for Enterprise fund was, because we generate virtually none of the business in the UK, the banks are not prepared to fund the firm with working capital. They are not prepared to take security on international business. We have this business of 50 people in Scotland and England – virtually all of that is funded by export business into Europe and the US.” He adds the company banked for years with Lloyds. But it made the decision to change to the Royal Bank of Scotland because Lloyds wouldn’t provide any operating loans at all. He feels they just couldn’t get comfortable with the security angle. “I think the bottom-line message is that, with the collapse in the banking system, it has been virtually impossible to get any working capital from the traditional banking system,” he explains. “That is why we have gone to the Capital for


New issues/Jvs/PFI/PPPs/Flotations CAse study: PrismTech

PrismTech's Spectra DTP4500 software-defined radio platform

The senior management team have exciting plans for the business and Maven is delighted to help the team achieve their strategic vision Dr David Milroy, Maven Capital Partners

growth, increasing market share, and winning major partner endorsement, the company is accelerating its investment in marketing and sales to fully exploit the large and expanding global markets for these products. The investment in PrismTech made by the CfE Fund will support this accelerated growth strategy. Cairns says: “The growth opportunity in front of PrismTech is clearly identified, large, and supported by significant competitive advantage and partner endorsement. We obviously want to fully exploit this excellent opportunity and so we are pleased to partner with CfE to help provide the financial resources we need to reach our full potential.”

Enterprise fund. While the fund’s terms are pretty tough – frankly it is not inexpensive debt – with the complete abdication from the market of the clearing banks I am glad we have got that money.” Dr David Milroy, fund manager at Glasgow-based Maven, says: “PrismTech is a high-growth, sophisticated global technology business with an impressive blue chip client base. The senior management team, led by David Cairns, have exciting plans for the business and Maven is delighted to be able to provide this investment from the CfE Fund to help the team achieve their strategic vision.” The CfE fund was established last year to help successful small and mid-sized businesses having difficulty securing loans because of the credit crunch. PrismTech’s customers include many Fortune 500 companies and almost all of the world’s leading telecom, aerospace, and defence contractors. The business also leverages partner alliances and was recently selected for Intel Corporation subsidiary Wind River’s prestigious Partner Validation Program. PrismTech is the only specialist platform vendor selected for the programme. With Spectra and OpenSplice delivering high

Scottish Deals & Dealmakers 63


New issues/Jvs/PFI/PPPs/Flotations CAse study: PrismTech

The company, which has moved its global headquarters from Newcastle to Dunfermline but derives its revenues from the US, mainland Europe and now also the Far East, employs about 90 people and plans to increase its workforce by around 10 per cent. It is on track for a 30 per cent increase in annual turnover to around £9m, and is projecting further growth of about 25 per cent in its next 12-month accounting period. Cairns and PrismTech chief executive and founder Keith Steele have significant stakes in the company, as do Scottish Enterprise and Irish venture capitalist ACT. PrismTech’s communications software essentially handles the messaging between the operating system and end users. Its software is used by one Californian company to access data feeds from various stock markets and move this data quickly and reliably so it can be used to work out where discrepancies might exist between different exchanges and where to place a trade. The firm is currently working with Thales of France and Selex of Italy on an air-traffic control system for France, Switzerland and Italy. PrismTech’s software is also used on the Paris metro system. Cairns says PrismTech’s software is also on one of the US Navy’s Zumwalt destroyers, and controls the whole information technology system on the ship. He adds: “For example, if there is a missile coming in our software will assign priority to the messaging on that to tell the guns to shoot rather than to continue to make the admiral’s tea.” PrismTech has also developed the Spectra commercial operating system and toolset for “software-defined radio” telephony, as hardware is replaced increasingly by software, and aims for significant expansion in this area using the finance secured. n 64 Scottish Deals & Dealmakers

One of the reasons we went for this Capital for Enterprise fund was, because we generate virtually none of the business in the UK, the banks are not prepared to fund the firm with working capital. They are not prepared to take security on international business David Cairns, PrismTech (pictured above)


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

April 2009 Empresaria Group Plc Crawley

Placing of new shares for this recruitment group with Singer Capital Markets, London, acting as placing agent and nominated adviser.

DI: Empresaria Group Co: Osborne Clarke SCM: Shepherd & Wedderburn

NHS Fife Kirkcaldy

PFI/PPP for the design, construction and maintenance of a new Victoria Hospital in Kirkcaldy with Consort Healthcare (Fife) Ltd, Edinburgh, a joint venture comprising Balfour Beatty and HSBC Infrastructure Investments, both London. Project debt facilities provided by Landesbank Hessen-Thuringen Girozentrale, Germany, and National Australia Bank, Lloyds TSB Bank and Sumitomo Mitsui Banking Corporation Europe, all London.

Price & how satisfied

£2.8m

£189m Debt/Equity

DI: NHS Fife NHSF: Dundas & Wilson CH(F): Tods Murray Banks: Linklaters/McGrigors Ramco Energy Plc Placing of ordinary shares in this energy investment £1.65m Cash Aberdeen company on AIM with Ambrian Partners Ltd and Fidelity International Ltd, both London, as nominated advisors and brokers. DI: Ramco Energy RE: Burness AP: Maclay Murray & Spens Shaw Water Investment in this engineering services provider Engineering Ltd by Par Equity, Edinburgh, and the Scottish Dunfermline Co-investment Fund, Glasgow.

£0.8m Equity

DI: MBM Commercial Co: MBM Commercial

May 2009

Compound Semiconductor Investment in this semiconductor manufacturer Technologies Global Ltd by European Digital Partners, London, Scottish Co- Glasgow investment Fund, Glasgow, and the Scottish Government’s Regional Selective Assistance (RSA) scheme, Edinburgh, and the restructuring of an existing £1.85m loan. DI: Grant Thornton Co: Grant Thornton/Maclay Murray & Spens I: Wright, Johnston & Mackenzie SECF: Burness Dana Petroleum Plc Institutional placing of 4.34 million new ordinary Aberdeen shares representing an increase of c. five per cent of the company’s ordinary share capital. Book runner and broker was RBS Hoare Govett, London.

£4m Cash/Debt/Equity

£56m Equity

DI: Dana Petroleum Co: McGrigors RBSHG: Ashurst Morris Crisp

Scottish Deals & Dealmakers 65


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Department of Education Bangor, Northern Ireland

PFI/PPP with Interserve PFI 2005 Ltd, Reading, and O’Hare & McGovern Ltd, Newry, for the Down & Connor Schools Project comprising two primary and one post-primary schools in Northern Ireland, backed by Barclays Bank, London.

£41m

DI: Department of Education DoE: A&L Goodbody IPFI2005/O&M: McCann Fitzgerald BB: McGrigors Department of Education PFI/PPP with Interserve PFI 2005 Ltd, Reading, £21m Bangor, Northern Ireland and O’Hare & McGovern Ltd, Newry, for the De La Salle Schools PFI Project comprising the construction of one post-primary school in Northern Ireland, backed by Barclays Bank, London. DI: Department of Education DoE: A&L Goodbody IPFI2005/O&M: McCann Fitzgerald BB: McGrigors Engineering Further funding from, and the restructuring of the Renewables Ltd equity arrangements with, Platina Partners LLP, London London, and Patrick Geraets, Director of ERL. DI: Engineering Renewables Co: Dundas & Wilson Falkland Oil and Gas Ltd Issue of 10.45m new ordinary shares to new and Falkland Islands existing institutional investors and certain directors, with Oriel Securities Ltd, London, acting as nominated adviser and broker. DI: Falkland Oil and Gas Co: McGrigors OS: Nabarro Golf Range Second-round funding by various undisclosed shareholders. Products Ltd Aberdeen DI: Golf Range Products Co/I: Stronachs Interactive Design Investment in this online art college by Capital Institute Ltd Angels, Haddington, and Scottish Enterprise, Glasgow. Pathhead DI: Interactive Design Institute CA: MBM Commercial Manse Joint venture with Palmer Capital Partners, Investments Ltd Reading, forming Manse LLP, London. Edinburgh DI: The joint venture partners MI: Shepherd & Wedderburn Mpathy Medical Investment in this designer and manufacturer of medical Devices Ltd devices by Archangel Informal Investments, Edinburgh, Glasgow and the Scottish Co-investment Fund, Glasgow. DI: Mpathy Medical Devices AII: MBM Commercial Mtivity Ltd Investment in this software developer by Alliance London Trust, Dundee, and YFM, London. DI: Mtivity Co: DLA Piper (Scotland) AT: Maclay Murray & Spens YFM: Vincent Sykes and Higham I: EWM Picton Howell

66 Scottish Deals & Dealmakers

>£0.5m Cash

£7.6m Equity

>£0.5m Cash

£0.515m Equity

>£0.5m

£1.5m Equity

>£0.5m Cash


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Sigma Investment in this oil and gas services company by Scottish Offshore Ltd Enterprise, Glasgow, and Energy Ventures II KS, Norway. Aberdeen DI: DLA Piper (Scotland) SO: Paull & Williamsons SE: Maclay Murray & Spens EV: DLA Piper (Scotland) June 2009 Bowleven Plc Placing of ordinary shares with Merrill Lynch Edinburgh International and RBS Hoare Govett, both London, acting as joint book runners.

Price & how satisfied £2m Equity

£71m

DI: Bowleven Co: Shepherd & Wedderburn/Ashurst Morris Crisp BrewDog Ltd Investment in this brewer by US-based The Fraserburgh Griffin Group LLC for 12.5 per cent of the enlarged share capital.

£0.6m Cash

DI: BrewDog Co: CMS Cameron McKenna Cayenne Trust Bonus issue of subscription shares by this Plc, The investment trust, sponsored by Winterflood London Investment Trusts Ltd, London.

>£0.5m

DI: The Cayenne Trust Co: Maclay Murray & Spens Codilink UK Ltd Investment in this marketing firm by Venrex London LP, London.

>£0.5m Cash

DI: Codilink UK/Venrex Co: DLA Piper (Scotland) I: McGrigors Galleon Private placing by this multiplatform branded Holdings Plc entertainment developer to an unknown investor Belfast with Cenkos Securities Plc, London, acting as financial advisor.

£3.85m Raised

DI: Galleon Holdings CS: Dundas & Wilson Goals Soccer Placing of ordinary shares in this five-a-side Centres Plc football pitch operator, with KBC Peel Hunt, Hamilton London, as nominated advisor, broker and underwriter.

£11m Cash

DI: Goals Soccer Centres Co: McClure Naismith Pyreos Ltd Investment in this developer of infrared sensors Edinburgh by Braveheart Investment Group, Perth, and Scottish Enterprise, Glasgow.

£1.045m Equity

DI: MBM Commercial Co: MBM Commercial

Wigan Metropolitan Borough Council Wigan

PFI/PPP with Access for Wigan Ltd, Swindon, for a multi-service health and leisure centre in Wigan. Backed by NordLB and Helaba, both Germany.

£78m Debt/Equity

DI: Wigan Metropolitan Borough Council WMBC: Bevan Brittan/Deloitte AFW: Pinsent Masons/Investec Banks: McGrigors Scottish Deals & Dealmakers 67


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

MITIE Group Plc Bristol

New issue by this support services company via a placing of 19 million new ordinary shares with institutional and certain other qualifying investors. UBS Bank and Investec Bank, both London, acted as joint book runners.

£43m Equity

DI: MITIE Group Co: Tods Murray/White & Case UBS/IB: Herbert Smith Neumann Fundraising by this recruitment company via the International Ltd existing shareholders. London DI: Neumann International Co: Maclay Murray & Spens PWB Health Ltd Further investment in this developer of health Dumbarton products by Longbow Capital LLP, Glasgow. DI: PWB Health Co: Harper Macleod/Robertson Craig & Co I: MBM Commercial Toledo Mining Placing of new ordinary shares by this mineral Corporation Plc exploration company with Ambrian Partners, Philippines London, acting as nominated adviser and broker.

c. £2.64 (€3m) Cash

>£0.5m Equity

£3.36m Cash

DI: Toledo Mining Corporation Co: Thring Townsend Lee & Pembertons AP: Maclay Murray & Spens Vamosa Ltd Investment in this computer software company £1m Debt/Loan Glasgow by the Capital for Enterprise Fund, London, and Maven Capital Partners, Glasgow. DI: Maven Capital Partners Co: McClure Naismith MCP: DLA Piper (Scotland)/PKF Virtensys Ltd Further investment in this specialist in US virtualisation solutions, led by Scottish Equity Partners, Glasgow, and backed by Celtic House Ventures Partners, Canada, and GIMV, Belgium.

c. £10.03m (US$16m) Equity

DI: Scottish Equity Partners Co: Eversheds I: Maclay Murray & Spens Wichford Plc New issue of ordinary shares in this property £52m Cash Isle of Man company, with Evolution Securities and KBC Peel Hunt, both London, as joint sponsors and underwriters. DI: Wichford Co: SJ Berwin/Grant Thornton ES/KBCPH: Maclay Murray & Spens September 2009 Appshare Ltd Second-round funding in this developer of Glasgow collaboration software by Braveheart Investment Group, Perth, and the Scottish Co-investment Fund, Glasgow.

>£0.5m

DI: Appshare Co: Pinsent Masons SCIF: Burness Conygar Investment Placing on AIM by this property investment company, with Oriel £70m Company Plc, The Securities Ltd, London, as nominated advisor and broker. London DI: The Conygar Investment Company Co: Wragge & Co OS: Maclay Murray & Spens

70 Scottish Deals & Dealmakers


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Documetric Ltd Mezzanine funding provided to this business Rotherham process outsourcing specialist by Maven Capital Partner’s Capital for Enterprise Fund, Manchester. DI: Documetric Co: Wragge & Co I: DLA Piper (Scotland) Greenbelt Investment in this land maintenance and repair Holdings Ltd company by Maven Capital Partners, Glasgow. Glasgow DI: Greenbelt Holdings Target: Dundas & Wilson I: DLA Piper (Scotland) I: PKF ITS Group Ltd Investment in this provider of oilfield equipment Aberdeen and services to the global oil and gas industry by Lime Rock Partners, Aberdeen.

Price & how satisfied £2m Loan

£0.75m Mezzanine debt

c. £34.57m (US$55m) Equity

DI: ITS Group Co: Simmons & Co International/Paull & Williamsons I: Ledingham Chalmers Omega Diagnostics Placing of shares in this AIM-listed company to £1m Cash Group Plc fund the acquisition of fellow diagnostics company Alva Co-Tek (South West) Ltd, Axminster. DI: Omega Diagnostics Group P: Brodies V: Scott Rowe PWB Health Ltd Further investment in this developer of health Dumbarton products by Longbow Capital LLP, Glasgow, and new investor Kelvin Capital, Glasgow. DI: PWB Health Co: Harper Macleod Co: Robertson Craig & Co I: MBM Commercial SeaEnergy Plc Investment in this renewable energy company, Aberdeen which previously traded as Ramco Energy Plc, by US-based Lanstead Capital LP. DI: SeaEnergy Co: Burness I: Morrison & Foerster MNP Valiant Petroleum Plc Placing by this oil and gas exploration company Woking to placees procured by RBS Hoare Govett Ltd and Oriel Securities Ltd, both London. DI: Valiant Petroleum Co: McGrigors OS: White & Case October 2009 Colliers CRE Plc Placing of shares in this property company on London the Alternative Investment Market, with Panmure Gordon (UK), London, as nominated adviser and broker.

>£0.5m Equity

£7.5m Equity

£66.5m Equity

£20m

DI: Colliers CRE PG(UK): Shepherd & Wedderburn

Scottish Deals & Dealmakers 71


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Money Investment in this financial services software company by Par Equity, Dashboard Ltd Edinburgh, and the Scottish Co-investment Fund, Glasgow. Edinburgh DI: Money Dashboard Co: MBM Commercial Monumental Development capital provided to this developer Games Ltd of online games by Maven Capital Partners, Birmingham. Nottingham DI: Maven Capital Partners Co: Rosenblatt Solicitors I: DLA Piper/PKF Proven Energy Ltd Investment in this wind turbine manufacturer by East Kilbride Low Carbon Accelerator Ltd, London. Deal also involved changes to the articles and capitalisation of loan notes. DI: Proven Energy Co: Wright, Johnston & Mackenzie I: Norton Rose Shanks Waste Joint venture with Paragon Efficiencies Ltd, Dundee, forming Management Ltd Energen Biogas Ltd, an Edinburgh-based renewable energy company. Glasgow DI: The joint venture partners SWM: MacRoberts PE: Hector Cameron EB: Jeffrey Aitken UK Commercial Issue of 163,794,000 ordinary shares in order to Property Trust Ltd fund the acquisition of a portfolio of commercial Guernsey property from Phoenix Life Ltd, London.

Price & how satisfied £1m Equity

£2m Equity

>£0.5m Cash/Loan notes

£8m

£146m Cash/Shares

DI: UK Commercial Property Trust P: Dickson Minto

November 2009 ARKeX Ltd Cambridge

Further investment in this oil and gas service provider by Scottish Equity Partners, Glasgow, and Ferd AS and Energy Ventures, both Norway.

DI: ARKeX Co: DLA Piper (Scotland) I: Maclay Murray & Spens Ashley House Plc Placing of shares in the company with Numis Gerrards Cross Securities Ltd, London, as adviser and broker. DI: Ashley House NS: Shepherd & Wedderburn BioVex Inc Investment in this developer of biological cancer US treatments and treatments for the prevention of infectious diseases by Scottish Equity Partners, Glasgow, MVM Life Science Partners, London, Ventech, Innoven Partenaires and Credit Agricole Private Equity, all France, Forbion Capital Partners, the Netherlands, Ysios Capital Partners, Spain, Sectoral Asset Management, Canada, and Harris & Harris Group, Morningside Ventures, New Science Ventures and Triathlon Medical Ventures, all US.

>£0.5m Debt

£1.8m

c. £18.01m (US$30m) Equity

DI: BioVex Advisors not disclosed.

72 Scottish Deals & Dealmakers


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

CXR Biosciences Ltd Dundee

Further investment in this drug discovery company by Archangel Informal Investments, Edinburgh, and the Scottish Co-investment Fund, Glasgow.

£1.25m Equity

DI: CXR Biosciences Co: MBM Commercial E-commera Holdings Ltd Investment in this website platform design London company by ePlanet Ventures, London. DI: E-commera Holdings Co: McGrigors I: Osborne Clarke Falkland Oil Placing of new shares in this oil and gas exploration and Gas Ltd company with institutional shareholders by way of an Falkland Islands accelerated book building process carried out by Oriel Securities, London.

£2.5m Cash

£50m

DI: Falkland Oil and Gas Co: McGrigors OS: Nabarro

Multi Units Listing on the London Stock Exchange of this investment Luxembourg company, sponsored by PricewaterhouseCoopers, London. DI: Multi Units Luxembourg PwC: Dundas & Wilson picoChip Investment in this supplier of wireless silicon Designs Ltd solutions by Scottish Equity Partners, Glasgow, Bath Rothschild UK, London, Intel Capital, Highland Capital Partners and AT&T, all US, and Samsung, Korea, Pond Venture Partners, Farnham, and Atlas Venture, London.

>£0.5m Equity

c. £11.89m (US$20m) Equity

DI: picoChip Designs Advisors not disclosed. Reactec Ltd Further investment in this micro and optoelectronics £0.64m Equity Edinburgh company by Archangel Informal Investments, Edinburgh, and the Scottish Co-investment Fund, Glasgow. DI: Reactec Co: MBM Commercial Renold Plc New issue by this engineering group and listing £28.5m Manchester on the Official List, with Singer Capital Markets as financial adviser and broker and Smith & Williamson as sponsor.

DI: Renold SCM: Shepherd & Wedderburn

Sandwell Metropolitan Borough Council Oldbury

PFI/PPP with Sandwell LIFT Project Company (No 2) Ltd, London, for the construction of a health centre as part of the company’s £30m programme of investment in health and social care facilities. Backed by Abbey National Treasury Services, London.

£10.2m

DI: Sandwell Metropolitan Borough Council SLPC(2): Denton Wilde Sapte ANTS: McGrigors

Scottish Deals & Dealmakers 73


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Savile Group Plc London

Secondary fundraising provided to this AIM listed specialist management consultancy with FinnCap, London, acting as financial adviser and broker.

c. £1.7m Shares

DI: Savile Group FinnCap: Dundas & Wilson Tristel Plc Placing of shares on the Alternative Investment Market by this £2m London healthcare company, with Daniel Stewart & Co, London, as broker. DI: Tristel Co: Maclay Murray & Spens DS: Pinsent Masons December 2009 Aberdeen Asset Issue of £90m, 3.5 per cent convertible bonds due 2014 for £90m Management Plc admission on the Official List and trading on the Convertible bonds Aberdeen Professional Securities Market, with JP Morgan Securities, London, acting as manager and book runner and BNP Paribas Trust Corporation, London, as Trustee. DI: Aberdeen Asset Management Co: Maclay Murray & Spens JPMS/BNPPTC: Linklaters Allocate Placing of shares in this software company, £8.3m Software Plc with Numis Securities, London, as adviser and broker. London DI: Allocate Software NS: Shepherd & Wedderburn ATR Group Ltd Further investment in this provider of rental equipment to £2.8m Debt Aberdeen the oil and gas industry by Maven Capital Partners, Aberdeen. DI: ATR Group/The investor Co: Paull & Williamsons I: Biggart Baillie Direct Data Investment in this interactive voice messaging solutions provider up To £1m Services Ltd by Maven Capital Partners, Manchester. Mezzanine loan Liverpool DI: Maven Capital Partners Co: Langtons I: DLA Piper F&C Private Placing of zero dividend preference shares for £30m Cash/ Equity Trust Plc this newly established subsidiary of the trust. Gross proceeds Edinburgh DI: F&C Private Equity Trust Co: Dundas & Wilson Firhill Joint venture between this property vehicle and £1.8m Cash Developments Ltd Partick Thistle Football Club, Maryhill, to facilitate Glasgow the purchase and development of Partick stands for commercial and residential purposes. DI: The joint venture partners PTFC: Biggart Baillie/Campbell Dallas FD: Gerber Landa & Gee Four Capital Investment in this financial services group by Partners Ltd Sanlam Netherlands Holding BV, the Netherlands. London DI: Four Capital Partners Co: Denton Wilde Sapte I: Maclay Murray & Spens

74 Scottish Deals & Dealmakers

>£0.5m Cash


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Greater Glasgow Health Board Glasgow

PFI/PPP with Glasgow Healthcare Facilities Ltd, Glasgow, for the design, build, finance and maintenance of a 60-bed hospital ward, an extension to the New Stobhill Hospital. Backed by Barclays Bank, Glasgow, and UME PFI Investments Ltd, London.

c. £20m Debt/Equity

DI: Greater Glasgow Health Board DI: Canmore Partnership GGHB: Shepherd & Wedderburn/Ernst & Young GHF/I: Maclay Murray & Spens/Quayle Munro BB: Dundas & Wilson Green Compliance Plc Placing of shares in this energy services £10m Bristol consultancy on the Alternative Investment Market, with Collins Stewart, London, as broker, and Zeus Capital Ltd, London, as nominated adviser. DI: Green Compliance CS: Shepherd & Wedderburn Hammars Hill Funding provided to this wind farm operator by Energy Ltd the Co-operative Bank, Manchester. Evie, Orkney DI: Hammars Hill Energy Bank: Brodies

Hampshire County PFI/PPP for the South Coast Street Lighting PFI scheme Council with West Sussex County Council and Southampton City Winchester Council awarded to the TVL Consortium, a Scottish & Southern Energy-led consortium. Backing provided by Lloyds Banking Group and Nationwide, both London. DI: Hampshire County Council DI: West Sussex County Council DI: Southampton County Council TVLC: Dundas & Wilson London Tea Investment in the company by Maven Capital Company Ltd, The Partners, London. London DI: The London Tea Company Co: Wragge & Co I: Osborne Clarke/Horwath Clark Whitehill Pentagon Chemicals Mezzanine funding provided to this contract manufacturer (Holdings) Ltd of fine and speciality chemicals by Maven Capital Widnes Partners, Manchester. DI: Pentagon Chemicals (Holdings) Target: Pinsent Masons/BDO Stoy Hayward MCP: Calash I: DLA Piper PrismTech Group Ltd Mezzanine funding provided to this software Dunfermline company by Maven Capital Partners, Glasgow.

>£4m Loan/Equity

£230m Debt/Equity

£0.8m Equity

£2m Cash

>£0.5m Mezzanine debt

DI: Maven Capital Partners Co: Muckle I: DLA Piper (Scotland)/Symphony Corporate ScottishPower Joint venture with Vattenfall, Sweden to enter £105m Cash Renewables (UK) Ltd into arrangements with the Crown Estate for the Glasgow creation of offshore wind farms off the Norfolk and Suffolk coast in zone five of round three of the allocation of leases for the seabed. DI: The joint venture partners The JV partners: McGrigors Scottish Deals & Dealmakers 75


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

EnvironCom Ltd Investment in this recycling company by Aloe Environment Linwood Fund II, managed by Aloe Private Equity (UK) Ltd, Twyford, Berkshire.

Price & how satisfied £1.3m Equity

DI: EnvironCom Co: MBM Commercial Wey Bridging Plc Development funding provided to this financial £2m Mezzanine London services company by Maven Capital Partners, London. DI: Wey Bridging Advisors not disclosed. February 2010 Alliance Placing of shares in this pharmaceuticals company with Pharma Plc Numis Securities Ltd, London, acting as nominated adviser. Chippenham DI: Alliance Pharma NS: Shepherd & Wedderburn Ambrian Capital Plc Joint venture by this investment bank with investment company London Minestream AG, Switzerland, to establish Ambrian Resources AG in Switzerland, a private equity business focusing on natural resources investments. DI: The joint venture partners AC: Maclay Murray & Spens M: Wenger Plattner AWS Ocean Investment from the Scottish Co-investment Energy Ltd Fund, Glasgow, and further investment from the Shell Alness Technology Ventures Fund 1 BV, London, in this wave energy company.

DI: AWS Ocean Energy Advisors not disclosed.

BigDNA Ltd Edinburgh

Further investment in this life sciences company by Scottish Enterprise (£1m), plus investment from Daniel Hegglin of TT International of Hong Kong, Elsingham Investments Ltd, British Virgin Islands, and various employee and individual investors in Scotland.

DI: BigDNA Co: Lindsays SE: Maclay Murray & Spens Litcomp Ltd Public to private delisting of this insurance London business led by Maven Capital Partners, London, taking a 40 per cent stake in the company. Shareholders received 35p per share valuing the company at £5.5m. DI: Litcomp Advisors not disclosed. Mpathy Medical Investment in this medical device designer and Devices Ltd manufacturer by Archangel Informal Investments, Glasgow Edinburgh, and Scottish Enterprise, Glasgow.

£7.5m

>£0.5m

£2m Equity

£2.06m Equity

£5.5m

£0.85m Equity

DI: Mpathy Medical Devices I: MBM Commercial

Scottish Deals & Dealmakers 77


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Norfolk Police Authority Wymondham, Norfolk

PFI/PPP with Justice Support Services (Norfolk and Suffolk) Ltd, Sandy, Bedfordshire, an SPV set up by Kier Project Investments Ltd, Sandy, Reliance Norfolk and Suffolk PFI Ltd, Uxbridge, and Uberior Infrastructure Investments (No 4) Ltd, Edinburgh, for the design, construction, financing and operation of police facilities for the Norfolk Police Authority and Suffolk Police Authority, Ipswich. Backed by Lloyds Banking Group, London, Landesbank Hessen-Thuringen Girozentrale, Germany, and the Royal Bank of Scotland, Edinburgh.

c. £72m Debt/Equity

DI: Norfolk Police Authority DI: Suffolk Police Authority NPA/SPA: Pinsent Masons JSS(N&S): Osborne Clarke I: DLA Piper (Scotland)

Scotgold Flotation by this Perthshire-based but Australian-listed £0.7m Cash Resources Ltd gold-mining company on AIM with institutional placing Tyndrum raising £704,000. DI: McClure Naismith Co: McClure Naismith/HLB Mann Judd Steminic Ltd Further investment in this environmental services business £2m Aberdeen by Maven Capital Partners, Aberdeen. Equity/Loan notes DI: Steminic/The investor Co: McGrigors I: Biggart Baillie Zinwave Ltd Investment in this designer of antenna systems for wireless >£0.5m Cambridge communications by Scottish Equity Partners, Glasgow, Catapult Venture Managers, Birmingham, and Atlas Ventures, US. DI: Zinwave Co: Eversheds I: MacLachlan & Mackenzie March 2010 Alliance & Issue of £1.119bn Sterling and €775m mortgage-backed c. £1.8bn Cash Leicester Plc fixed and floating-rate notes (made under residential Leicester mortgage-backed securities programme). The Law Debenture Trust acted as Trustees to the issue. DI: Alliance & Leicester Co: Allen & Overy Co: Tods Murray LDT: Linklaters Applied Language Investment in this Government-backed language £1.4m Cash/Equity Solutions Ltd services provider to SMEs by Maven Capital Partners, Oldham Manchester, via a mezzanine loan facility from the Capital for Enterprise Fund. DI: Applied Language Solutions Co: Hammonds I: DLA Piper Aria Networks Ltd Investment in this artificial intelligence company by Seraphim £1m Equity Chippenham Capital LP, London, Capital for Enterprise, Sheffield, and others. DI: Aria Networks Co: MBM Commercial

78 Scottish Deals & Dealmakers


New Issues, Joint Ventures, flotations AND PFI/PPPS Principal & Location

Details of Deals Deal Initiators & Advisors involved

Control Circle Ltd Investment in this provider of IT infrastructures London by Scottish Equity Partners, Glasgow.

Price & how satisfied £6m Cash/Equity

DI: Scottish Equity Partners Co: Shoosmiths/PricewaterhouseCoopers I: Maclay Murray & Spens Cove Energy Plc Placing for this onshore and offshore oil and gas exploration £25.7m Cash London company arranged by Cenkos Securities Plc, London. DI: Cove Energy Co: Lawrence Graham CS: McGrigors Neolab Ltd Investment in this marketer of generic pharmaceuticals £2m Equity Odiham, Hampshire by Maven Capital Partners, London. DI: Neolab Co: DWF/Grant Thornton I: PKF/Shoosmiths Red Spider Investment in this provider of completion and £7.5m Cash/Equity Technology Ltd intervention products and services by Energy Ventures, Aberdeen London, and Simmons Parallel Energy Fund, Aberdeen. DI: Simmons & Co International Co: Ledingham Chalmers Co: Anderson Anderson & Brown I: DLA Piper (Scotland)/Maclay Murray & Spens I: Ernst & Young Silixa Ltd Investment in this developer of optical fibre sensors London for energy and security applications by Lime Rock Partners, Aberdeen. DI: Silixa Co: Solomon Taylor & Shaw I: Paull & Williamsons Stobart Biomass Joint venture between Stobart Group Ltd, Products Ltd Warrington, and AW Jenkinson (Forest Products) Ltd, Warrington Penrith, to form this Penrith-based company to source and distribute supplies of biomass fuel to the UK renewables market. DI: The joint venture partners AWJ(FP): Dundas & Wilson Tayside Flow Further investment in this medical devices company Technologies Ltd by Braveheart Investment Group, Perth. Dundee DI: Tayside Flow Technologies Co: Blackadders I: In-house legal

c. £6.7m (US$10m) Cash

£30m Cash/Shares

£0.534m Debt/Equity

Scottish Deals & Dealmakers 79


Reconstructions/Specialist banking

On the up and likely to remain high An increase in the number of under-supported and distressed businesses in Scotland has given – and will continue to give – restructuring specialists much to do

O

ne area that has seen increased activity is reconstructions. There are two main reasons for this – either the companies have been in a stressed or distressed condition or the funders have been not been able to support their customers. This activity was driven by companies themselves getting sorted out or companies that found, although they were okay, their banking partners were either unwilling or unable to give them further funding for

There will be an upturn in stressed and distressed situations. Corporate reconstructions will continue to be very prevalent. There won’t be much of a downturn in activity in the next 12 months Ian Steele, Deloitte

growth. They then sought to either refinance their business or find more supportive partners. The majority of the experts agree the last 12 80 Scottish Deals & Dealmakers

months have been “hugely busy” in this sector. Kenneth Shand, head of corporate with Maclay Murray & Spens, says: “Reconstructions have been very good for us. A lot of our corporate lawyers have moved seamlessly from M&A to restructuring.” David Cockburn, head of corporate finance for Grant Thornton in Scotland, believes last year was a year of large corporate restructures. “What is encouraging about that is that most of it has happened and the balance sheets are in much better shape,” he explains. “That allows the corporates to be on a much firmer footing going forward.” Financial services took a well-publicised battering, particularly the Scottish banking sector, while the construction sector has also continued to suffer. The decline in the fortunes of Scotland’s two big banks – Royal Bank of Scotland and HBOS – provided opportunities for other funders to help out businesses. One such player was Clydesdale Bank. “Looking at Scotland as a whole, we’ve taken on over 250 new trading business customers in the last six months,” says Clydesdale’s regional director, corporate and structured finance, Graham Cunning. “Most are full or partial rebanking.” He adds he is still seeing a lot of companies which are either unhappy with their existing banking relationship or, if they are happy, are uncertain about how supportive their current funder can be.


Reconstructions/Specialist banking

Cockburn feels banks, in the main, are being as supportive as they are able. “Some companies went into administration which was unfortunate for the parties involved,” he notes. “But a number didn’t do that, were able to restructure and have come out on a more stable footing as a result.” Having the need to restructure puts an enormous strain on the relationship between the banker and the company, which could lead to a desire to cut those ties. Cunning is adamant the success – or otherwise – of such a relationship is how you deal with people. “Where there is a need for a restructuring, it’s a real test of a relationship,” he explains. “Something’s not gone to plan so the management say ‘this is not working for us’ – the stakeholder has a concern and the funder has a concern. "It’s about communication, openness and honesty. If it’s not done properly it can get fractious or people start heading off in different directions. That’s when problems happen.” Most experts see little evidence of reconstruction activity easing any time soon. Deloitte’s head of corporate finance, Ian Steele, says: “There will be an upturn in stressed and distressed situations. "Corporate reconstructions will

Reconstructions and specialist banking finance Lawyers 1. Maclay Murray & Spens 2. McGrigors 3. Dickson Minto 4. Dundas & Wilson 5. Shepherd & Wedderburn

Deals 9 8 5 5 5

Value >£146.65m >£764.51m >£1.74bn >£153.1m >£62.2m

Accountants 1. Anderson Anderson & Brown 2. Hall Morrice 3. Ogilvie Munro 4. Grant Thornton 5. Caledonian Economics

Deals 9 4 3 2 1

Value >£30.7m >£2m >£1.75m >£130.5m £130m

Investors 1. The Royal Bank of Scotland 2. Lloyds Banking Group* 3. Clydesdale Bank 4. Barclays Bank 5. HSBC

Deals 12 12 11 8 3

Value >£1.75bn >£507.92m >£174.7m >£452.26m >£4.75m

Initiators 1. Anderson Anderson & Brown 2. Hall Morrice 3. Grant Thornton 4. Clydesdale Bank 5. Deans Accountants

Deals 7 3 1 1 1

Value >£12.7m >£1.5m £120m £1.7m >£0.5m

All deals with an undisclosed value are credited as £0.5m. * Lloyds Banking Group total also includes Bank of Scotland 6 @ >£403.52m

continue to be very prevalent. There won’t be much of a downturn in activity in the next 12 months.” But, contrarily, Shand does see less activity over the next year. “Restructuring will carry on at a

slightly smaller level,” he says. “The banks are very keen to keep businesses afloat and will continue to support them. “I don’t think it will be quite as active a market as this year on the bigger ones.” n Scottish Deals & Dealmakers 81


Reconstructions/banking case study: SCOTTISH RESOURCES GROUP SRG is the largest surface mine operator and the second largest coal producer in the UK

Photos: Euan Myles

moving equipment in Europe. Over the next few years, Castlebridge Plant will strategically invest in over 80 new major plant items in line with SRG's overall growth strategy. The group has its own railhead infrastructure that provides dedicated access to the national rail network. In addition, it also has considerable overland conveyor equipment in suitable locations for coal transportation which can reduce vehicle journeys through specific areas. The firm’s regeneration programmes concentrate on transforming former surface mining sites into land with beneficial after-uses such as renewable energy developments like wind farms. The group also manages other estate with a careful balance between long-term investment and community priorities. While announcing the new debt facility, SRG set out details of its current financial performance, which revealed a successful year of trading. Production was up over 12 per cent year-on-year and with five million tonnes of coal added to the reserves base. Nicolson says the upbeat trading performance and the restructuring will help develop the company’s future potential. “We look forward to

and the subsequent transportation to the nation's power generators. SRG also has considerable experience in the regeneration of formerly mined land and is actively participating in the promotion of new technologies such as clean coal and carbon capture. SRG Renewables was set up to develop the group's interests in renewable energy, including wind energy, biomass and energy from waste. The division's remit is to lower the group's carbon footprint, develop renewable energy projects and actively support the drive for a green future for coal. SRG Estates controls some 25,000 acres of land across the central belt of Scotland and has a diverse investment and development portfolio. A number of these land holdings are set to become substantial development projects. By actively managing the land owned by the group, SRG Estates is able to support the group's aim of delivering maximum value from the land before, during and after mining, as well as providing longterm land solutions that local communities look for. Castlebridge Plant is the group's plant arm and controls one of the largest fleets of heavy earth

Scottish Deals & Dealmakers 83


reconstructions and specialist banking finance Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

April 2009

Aberdeen Asia-Pacific Refinancing of the fund by the Royal Bank Income Fund Inc of Scotland, Aberdeen. Aberdeen DI: Aberdeen Asia-Pacific Income Fund Advisors not disclosed. Fletcher Shipping Ltd Acquisition finance provided to this supplier of Aberdeen vessels to the North Sea oil industry to enable the acquisition of the MV Northern Gambler platform supply vessel from Trico Shipping AS, Norway. Backed by the Royal Bank of Scotland, Aberdeen.

c. £17.5m (US$26m) Debt/Equity

DI: Fletcher Shipping P: Anderson Anderson & Brown P: Paull & Williamsons/Aberdein Considine & Co

Smaller Companies Reconstruction of this investment trust by way Value Trust Plc of liquidation and distribution of assets to income London and capital shareholders. DI: Smaller Companies Value Trust Co: Dickson Minto Subsea 7 Inc Bank facility provided by HSBC Bank, London, US with Subsea 7 Ltd, Aberdeen, acting as guarantor.

>£0.5m

£22m Cash

c. £35.7m (US$50m)

DI: Subsea 7 HSBC: Shepherd & Wedderburn S7: Paull & Williamsons

May 2009 Loire Valley Ltd Demerger of the Petit Paris chain of restaurants. Edinburgh DI: Loire Valley LV: Shepherd & Wedderburn P: Lindsays LV: PKF

June 2009

Adam & Company Plc Transfer plus review and updating of a portfolio Edinburgh of Spanish mortgage loans and related security to the Royal Bank of Scotland, Edinburgh.

>£0.5m

>£0.5m

DI: Adam & Company/The Royal Bank of Scotland RBoS: Dundas & Wilson

Carrbridge Hotel Ltd Restructuring and increase of existing facilities Carrbridge from the Royal Bank of Scotland, Edinburgh, to aid expansion DI: Hall Morrice Co: Hall Morrice CDW Ltd Expansion finance provided to this provider of Hamilton specialist construction services by Clydesdale Bank and West of Scotland Loan Fund, both Glasgow.

>£0.5m Debt

£0.75m

DI: CDW Co: Ogilvie Munro Corporate Finance/Harper Macleod

Scottish Deals & Dealmakers 85


reconstructions and specialist banking finance Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Completion Products Ltd Aberdeen

Funding provided to this designer and manufacturer of downhole cable and control line protection systems for the oil and gas industry by Lloyds Banking Group, Aberdeen.

>£0.5m Debt

DI: Anderson Anderson & Brown Co: Anderson Anderson & Brown Metro Lodge Ltd Working capital and development funding Aberdeen provided to this hotel operator by the Royal Bank of Scotland, Aberdeen.

>£0.5m Debt/Equity

DI: Metro Lodge Co: Anderson Anderson & Brown

Mountwest Reconstruction of this oil services company >£0.5m Cash Services Ltd and its subsidiary Mountwest Petroleum Aberdeen Engineering, Arbroath. DI: Mountwest Services Co/I: Stronachs Optimus (Aberdeen) Ltd Additional working capital and growth facilities >£0.5m Debt Aberdeen provided to this oil & gas industry consultancy by Clydesdale Bank, Aberdeen. DI: Anderson Anderson & Brown Co: Anderson Anderson & Brown/CMS Cameron McKenna Palace Hotel Restructuring and increase of existing facilities >£0.5m Debt (Peterhead) Ltd from the Royal Bank of Scotland, Aberdeen, Peterhead to aid expansion. DI: Hall Morrice Co: Hall Morrice Tesco Property Securitisation (commercial mortgage-backed) Finance 1 Plc involving the issue of £430,650,000 secured 7.6227 Cheshunt, Hertfordshire per cent bonds due 2039, with Tesco Plc, Cheshunt as swap provider and guarantor, and Goldman Sachs International, London, as sole lead arranger and manager.

DI: Tesco GSI: Allen & Overy/Tods Murray TPF1: Berwin Leighton Paisner

Valad Capital Ltd Restructuring of the European property London business of Valad Property Group creating a £1.1bn joint venture with Lloyds Banking Group and setting up a simplified three-year corporate debt package. DI: Valad Capital VC/VPG: Shepherd & Wedderburn VPG: Freshfields LBG: Lovells Lovells: Maclay Murray & Spens July 2009 Aberdeen Asset Refinancing of this fund manager by Lloyds Management Plc Banking Group, London, and Barclays Aberdeen Bank, Edinburgh. DI: Aberdeen Asset Management Co: Maclay Murray & Spens Banks: Dickson Minto

86 Scottish Deals & Dealmakers

£430.65m Bond issue

>£0.5m

>£0.5m Cash


reconstructions and specialist banking finance Principal & Location

Details of Deals Deal Initiators & Advisors involved

Aberdeen Refinancing of the council’s Aberdeen 3Rs City Council NPD Schools Project with NYOP Education (Aberdeen) Aberdeen Ltd, Aberdeen, by Landsbanki, Iceland, after being the first bank to default on a UK PPP loan. DI: Landsbanki ACC: Brodies/Caledonian Economics NYOPE(A): McClure Naismith/Grant Thornton Barracuda Refinancing and restructuring of this bar Group Ltd operator by funds managed by Charterhouse, London, London arranged by Babson Capital Europe, London. DI: Barracuda Group Co: Allen & Overy BCE: Freshfields I: Dickson Minto Broadview Energy Funding provided to this wind farm operator Generation Ltd to finance the Hill of Fiddes wind farm at London Ellon, Aberdeenshire, by the Co-operative Bank Plc, Manchester.

Price & how satisfied £130m

>£0.5m Cash

>£10m Debt/Equity

DI: Broadview Energy Generation Bank: Brodies Co: McGrigors Cascade Financing provided to this designer and £1.75m Debt Technologies Ltd manufacturer of gas analysis solutions by way Glasgow of a funding package comprising invoice discounting, working capital facilities and facilities under the Enterprise Finance Guarantee Scheme. Backed by Clydesdale Bank, Glasgow. DI: Clydesdale Bank Co: MacRoberts CB: Maclay Murray & Spens MESL Holdings Ltd Refinancing of this manufacturer of Edinburgh components for the radar, telecoms, defence and aerospace industries. Backed by Barclays Bank, Edinburgh.

>£0.5m Debt

DI: MESL Holdings Co: Rochman Landau I: Dundas & Wilson/Grant Thornton Skelmonae Funding provided to this wind farm operator by >£5m Windfarm Ltd the Co-operative Bank, Manchester. Skelmonae, Aberdeenshire DI: Skelmonae Windfarm Bank: Brodies Taylor Wimpey Plc Refinancing of the facilities provided to this £1.6bn Debt London property developer by the Royal Bank of Scotland and HSBC Bank, both London.

DI: Allen & Overy Co: Allen & Overy A&O: Brodies Waverley Housing Refinancing of the long-term term debt of this Hawick social housing landlord by Barclays Bank, London, following the entry into administration of Lehmann Commercial Mortgage Conduit Ltd, London. DI: Waverley Housing Co: McClure Naismith/Henderson Boyd Jackson Co: Craig Corporate Management BB: Maclay Murray & Spens LCMC: Dundas & Wilson

c. £24m Debt/Loan

Scottish Deals & Dealmakers 87


reconstructions and specialist banking finance Principal & Location

Details of Deals Deal Initiators & Advisors involved

August 2009

Caledonian Logistics Ltd Refinancing and working capital provided by Aberdeen HSBC Scotland.

Price & how satisfied

£1.5m

DI: Caledonian Logistics Advisors not disclosed.

Caledonian Plant Restructuring and increase of the existing Maintenance Ltd facilities provided to this supplier of powered access Aberdeen equipment by Bank of Scotland, Aberdeen. DI: Hall Morrice Co: Hall Morrice Carrs Milling Refinancing of loans provided to this flour, Industries Plc animal feed and fertiliser company by Clydesdale Carlisle Bank, Edinburgh. DI: Carr’s Milling Industries Co: Halliwells CB: Shepherd & Wedderburn Gladedale Holdings Plc Refinancing of this property development group Epsom by Bank of Scotland, Edinburgh.

>£0.5m Debt

£25m Loans

>£0.5m

DI: Gladedale Holdings/Bank of Scotland Co: Maclay Murray & Spens BoS: Allen & Overy ITS Tubular Services Revolving credit facility (US$175m multi-currency) (Holdings) Ltd provided to this oilfield drilling services company by Aberdeen Bank of Scotland and Clydesdale Bank, both Aberdeen. DI: ITS Tubular Services (Holdings) Co: Paull & Williamsons BoS: Maclay Murray & Spens

c. £116.66m (US$175m)

Maxxium UK Ltd Stirling

£45m Debt

Working capital facilities provided to this drinks distribution company by Barclays Bank, Glasgow.

DI: Maxxium UK Advisors not disclosed. Rectory Park Refinancing of the company’s site at Gylemuir, Properties Ltd Edinburgh, by Barclays Bank, Glasgow. Glasgow DI: Rectory Park Properties/Barclay Bank Co: Ogilvie Munro Corporate Finance William Grant & Sons Refinancing of the company’s existing facilities Distillers Ltd with HSBC and Lloyds TSB Scotland, both Glasgow, Dufftown and Clydesdale Bank and the Royal Bank of Scotland, both Edinburgh.

>£0.5m

>£0.5m Debt

DI: William Grant & Sons Distillers Co: Maclay Murray & Spens CB: Shepherd & Wedderburn RBoS/LTSBS/HSBC: MacRoberts September 2009 Cults Hotel Ltd Refinancing and incorporation of this hotel >£0.5m Loan Aberdeen business, backed by Clydesdale Bank, Aberdeen. DI: Cults Hotel Co: Stronachs/Ritson Smith

88 Scottish Deals & Dealmakers


reconstructions and specialist banking finance Principal & Location

Details of Deals Deal Initiators & Advisors involved

Dometic Restructuring of the approximately SEK13bn Holdings AB (£1.4bn) net debt of this mobile home spare parts Sweden manufacturer, including debt to equity, backed by Mizuho Corporate Bank, Japan, and others.

c. £1.4bn Cash (SEK13bn)

DI: Dometic Holdings Target: Dickson Minto MCB: Allen & Overy

Edan Communication Expansion finance provided to the company by Solutions Ltd Clydesdale Bank, Glasgow, and via RSA grant. Glasgow DI: Edan Communication Solutions Co: Ogilvie Munro Corporate Finance/Harper Macleod Grampian MacLennan Funding provided to this warehousing, haulage Distribution Services Ltd and distribution company by the Royal Bank of Dundee Scotland, Edinburgh. DI: Anderson Anderson & Brown Co: Anderson Anderson & Brown Melrose Resources Plc Increased senior facilities of US$450m with Edinburgh Bank of Scotland, Edinburgh, who also joined the backing syndicate. DI: Melrose Resources Co: Tods Murray Red Spider Term loan and overdraft facility provided to Technology Ltd this oil and gas well completion and intervention Aberdeen solutions provider by Clydesdale Bank, Glasgow and Aberdeen.

Price & how satisfied

>£0.5m Cash/Grant

>£0.5m Debt

c. £276.92m (US$450m) Debt

£1.7m Debt

DI: Clydesdale Bank Co: Maclay Murray & Spens

RWE Npower Renewables Investment of an £8.1m RSA grant in the new (Markinch) Ltd £200m CHP plant RWE is constructing on part of the Markinch Tullis Russell Papermakers’ site at Markinch. RWE lease the site and will supply Tullis Russell with power from the new biomass-fuelled co-generation plant, which is scheduled to start operating in 2012, replacing the existing coal-fired power plant.

DI: RWE Npower Renewables (Markinch) RWEn: McGrigors TRP: Dundas & Wilson

Tesco Property Finance 2 Plc London

Securitisation (commercial mortgage-backed) involving the issue of £564.5m secured 6.0517 per cent bonds due 2039, with Tesco Plc, Cheshunt, as guarantor and Goldman Sachs International, London, as sole lead manager and arranger.

£8.1m

£564.5m Bond issue

DI: Tesco GSI: Allen & Overy Co: Berwin Leighton Paisner/Tods Murray October 2009 Baxters Food Group Ltd Loan facility provided by Lloyds Banking Group, £20m Term loan Fochabers Edinburgh, to assist future acquisitions. DI: Baxters Food Group Advisors not disclosed. Scottish Deals & Dealmakers 89


reconstructions and specialist banking finance Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Cairn Energy Hydrocarbons Ltd Edinburgh

Debt facilities provided to this petroleum and natural gas extraction company by Standard Chartered Bank, London, and the International Finance Corporation, US. The new facilities are part of a £1.6bn refinancing of Cairn India’s Rajasthan operations which is also backed by the State Bank of India.

c. £452.91m (US$750m) Debt

DI: Cairn Energy Hydrocarbons Co: McGrigors Banks: Herbert Smith November 2009 BeCogent Ltd Loan facility provided to this outsourced call Airdrie centre operator by Lloyds Banking Group, Edinburgh, to aid future acquisitions. DI: BeCogent Advisors not disclosed. Centrica Plc Funding provided to this utility by a consortium Windsor of 14 banks, led by Lloyds TSB Bank, London, in relation to its Glens of Foudland onshore wind farm and its Lynn and Inner Dowsing offshore wind farms. DI: Centrica Banks: Shepherd & Wedderburn/Linklaters Co: Dundas & Wilson/Slaughter & May Moulded Foams Ltd Refinancing of this expanded polystyrene and Cumbernauld polypropylene foam manufacturer by NatWest, High Wycombe, and the Royal Bank of Scotland, Feltham, Middlesex.

£15m Term loan

£340m

£2.5m Loans

DI: Moulded Foams Co: McClure Naismith Co: Condies N: Morton Fraser

Oilfield Material Reconstruction of this supplier of rental Management Ltd equipment to the oil and gas industry, backed Aberdeen by existing shareholders. DI: Oilfield Material Management Co: Ledingham Chalmers/Hall Morrice Park Resorts Restructuring of this caravan park operator. Group Ltd Hemel Hempstead DI: Park Resorts Group Mgmt: Dickson Minto Pennant Walters Ltd Debt funding provided to this renewable energy Aberdare operator for the development of the 26MW, 13-turbine Maesgwyn wind farm in South Wales. Backed by HSBC Infrastructure and Barclays Bank, both London.

>£0.5m Equity

£320m Cash

>£0.5m

DI: Pennant Walters Co: Eversheds BB: McGrigors December 2009 C&C Group Plc Credit facility provided to this Irish drinks group £20.9m Eire by Lloyds Banking Group, Edinburgh, to aid their recent Credit facility acquisition of Constellation Brands’ UK cider assets.

90 Scottish Deals & Dealmakers

DI: C&C Group Advisors not disclosed.


reconstructions and specialist banking finance Principal & Location

Details of Deals Deal Initiators & Advisors involved

Price & how satisfied

Easy Date Ltd Edinburgh

Demerger of this online dating company from its parent, Interactive Digital Entertainment Group Ltd, Edinburgh, to Easy Date Holdings Ltd, also Edinburgh, as part of a 110 scheme reconstruction.

>£0.5m Equity

DI: Easy Date Target: McGrigors IDEG: KPMG Fanuc UK Restructuring of this robotics manufacturer by >£0.5m Cash Service Ltd way of the purchase of all the business and assets of Coventry Fanuc GE CNC UK Ltd, Coventry. DI: Fanuc UK Service/The vendors V: Maclay Murray & Spens/KPMG Gulfmark Refinancing of this offshore fleet operator by the North Sea Ltd Royal Bank of Scotland, Aberdeen. London DI: Gulfmark North Sea Co: Fulbright & Jaworski RBoS: McGrigors Hawick Cashmere Reorganisation of this manufacturer and retailer Company Ltd, The of cashmere clothing and its five overseas subsidiaries Hawick into separate manufacturing and retail divisions, backed by Bank of Scotland, Edinburgh. DI: Deans Accountants & Business Advisors Co: Wright, Johnston & Mackenzie Co: Deans Accountants & Business Advisors BoS: McClure Naismith Premier Energy Extension of life of this investment trust, with & Water Trust Plc tender offers by JP Morgan Cazenove, matching promise London facility, placing, adoption of new articles of association and notices of meetings.

£125m Loan

>£0.5m

>£0.5m

DI: Premier Energy & Water Trust Co: Maclay Murray & Spens/JP Morgan Cazenove Queens Cross Housing Bridge financing provided to this housing £6.5m Loan Association association by the Co-operative Bank, Glasgow, Glasgow allowing a £40m development programme across three sites to go ahead. DI: Queens Cross Housing Association Advisors not disclosed. Rainbow (Aberdeen) Ltd Funding provided to this taxi operator by the >£0.5m Debt Aberdeen Royal Bank of Scotland, Aberdeen. DI: Anderson Anderson & Brown Co: Anderson Anderson & Brown January 2010 Aquascot Ltd Asset finance facilities and term finance Inverness provided by HSBC Scotland.

£2.75m

DI: Aquascot Advisors not disclosed.

Scottish Deals & Dealmakers 91


reconstructions and specialist banking finance Principal & Location

Details of Deals Deal Initiators & Advisors involved

iSoft Group Ltd Refinancing of this healthcare group in a club Banbury deal involving Barclays Bank and Westpac Banking Corp, both London, and Clydesdale Bank, Glasgow, whose contribution was £25m. DI: iSoft Group Advisors not disclosed. March 2010 2009/2010 Regent Capital Acquisition finance provided to this syndicate St Andrew House by Barclays Bank, Edinburgh, to enable the Syndicate, The acquisition, renovation and conversion of St London Andrew House, Edinburgh. DI: The syndicate Syndicate: MacRoberts BB: Pinsent Masons Broomhill Nursery Acquisition finance involving the raising of Aberdeen growth facilities from the Royal Bank of Scotland, Aberdeen, to aid the acquisition of a nursery school in Cults. DI: Anderson Anderson & Brown Co: Anderson Anderson & Brown Caledyne Ltd Refinancing of this provider of production Aberdeen equipment and engineering services to the oil and gas industry by way of raising additional growth and working capital facilities from Clydesdale Bank, Aberdeen.

Price & how satisfied £120m

>£0.5m Debt/Equity

>£0.5m Debt

£1.8m Debt

DI: Anderson Anderson & Brown Co: Anderson Anderson & Brown Glasgow City Council Transfer of ownership of the single largest £120m Debt Glasgow property portfolio in Glasgow by GCC to City Property Glasgow (Investments) LLP, backed by Barclays Bank, Glasgow.

DI: Grant Thornton P/V: Dundas & Wilson BB: McGrigors

Richard Irvin Refinancing of the company involving raising of & Sons Ltd additional growth, acquisition and working capital Aberdeen facilities with Bank of Scotland, Aberdeen. DI: Anderson Anderson & Brown Co: Paull & Williamsons/Anderson Anderson & Brown Scottish Resources Refinancing of this coal producer and Group Ltd renewable energy developer by Lloyds Banking Alloa Group, Edinburgh. DI: Scottish Resources Group Co: Eversheds B: McGrigors

92 Scottish Deals & Dealmakers

£8.4m Debt

£47.5m Debt/Loan


ANDERSON ANDERSON & BROWN LLP 9 Queens Road Aberdeen AB15 4YL T: 01224 625111 F: 01224 626007 E: corp.fin@aab.co.uk W: www.aab.co.uk “THE NUMBER ONE DRIVING FORCE BEHIND YOUR DEAL” 2005-2009 Top Deal Initiator in Scotland* 2005-2009 Completed Most Deals in Scotland (Accountancy Firms)* *Source: Scottish Business Insider

Mike Brown

Corporate Statement We are the leading small to mid market corporate finance team in Scotland with an unrivalled track record in initiating and completing deals up to £100m. With our team of highly experienced corporate finance professionals we offer a complete suite of services for clients operating in the vast majority of industries and have considerable experience working on local, national and international transactions. We have been involved in more than 250 transactions, principally in the Oil & Gas industry, with a combined total deal value of over £2 billion. Services Provided We provide specialist corporate finance advice in the following areas: strategic planning; business plans & projections; disposals/exits; mergers & acquisitions; MBOs & MBIs; fundraising; restructuring; joint ventures & alliances; integration planning; performance management; valuations; forensic accounting; specialist tax advice and due diligence.

John Black

Robbie Gordon

Recent Transactions (2010) • Acquisition of A&R Hepburn (Engineering) by Richard Irvin • Disposal of CO2 Deepstore to Petrofac • MBO of the Marine Diesel Pumps division of Terex Powertrain • Fund-raising by Caledyne • Restructuring of Mackie Ramsay Taylor involving the buy-out of an exiting partner • Acquisition of Fresh Technologies by Agri-Tech Global • Disposal of ATR Engineering to TDC Aberdeen • Fund-raising by Aleron Subsea • Disposal of Harlen Fabrication to MBI team • Fund-raising for Broomhill Nursery Group Total Staff 160 (CF Staff – 30) Corporate Finance Key Personnel Mike Brown, John Black, Robbie Gordon, James Pirrie, Douglas Martin, Gordon Steele, Steve Mitchell, Eliza Bellamy, Katy Sutherland, Alison Lyall, Brian McMurray.

James Pirrie

94 Scottish Deals & Dealmakers

Key Contact Mike Brown

E: mike.brown@aab.co.uk


BAKER TILLY First Floor, Quay 2 139 Fountainbridge Edinburgh EH3 9QG

Breckenridge House 274 Sauchiehall Street Glasgow G2 3EH

T: 0131 659 8300 F: 0131 659 8301

T: 0141 307 5000 F: 0141 307 5005

E: firstname.surname@bakertilly.co.uk W: www.bakertilly.co.uk Services Provided A full range of corporate finance advice and transaction support services including: acquisitions, sales, strategic advice, management buy-outs, management buy-ins, due diligence, AIM flotation, debt & private equity advice, project finance and financial modelling.

Ewan Grant

Andy Baker

Total Staff Regional team of 30 dedicated corporate finance specialists. Major deals completed April 2009 – March 2010 • £39m debt fundraising for healthcare provider • Acted for RBS and BSW Timber on the acquisition of the Howie Group • Acted for Highland Spring on their acquisition of the bottled water division of Greencore plc • Acted for the Scottish Venture Fund on new equity investment • Debt advisory for two Scottish housing associations Major Clients We provide services to a wide range of clients including the key financial institutions in Scotland. Additionally our client base - which includes SMEs to PLCs - in Scotland benefits from our CF experience and services.

Mark Stewart

Stuart McCallum

Corporate Statement There are very few advisers who can provide the full spectrum of corporate finance advice to both public and private sectors – Baker Tilly’s Corporate Finance team can. We provide lead advisory and transaction services to businesses and financial institutions from raising capital to assisting growth by acquisition, arranging buy-outs or buy-ins, through to the eventual sale or flotation of the business. Key Contacts Ewan Grant – Head of Corporate Finance Andy Baker – Partner Mark Stewart – Partner Stuart McCallum – Director

Scottish Deals & Dealmakers 95


BANK OF SCOTLAND

West of Scotland 110 St Vincent St Glasgow G2 5ER

East of Scotland New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN

North of Scotland 3-5 Albyn Place Aberdeen AB10 1PY

W: www.bankofscotland.co.uk Services Provided We provide a dedicated service to business customers*; from entrepreneurs and sole proprietors to global multinationals. In addition to core banking we provide specialist products and services including asset based lending, structured finance, acquisition finance, capital markets, international trade finance and risk management on interest rates, inflation, foreign exchange and commodities. Alasdair Gardner

Donald Kerr

Jimmy Williamson

Major deals completed • Scottish Resources Group - £47.5million debt facilities, mandated lead arranger • Highland Spring – acquisition and working capital facilities to support Highland Spring’s purchase of Greencore Water (undisclosed) • Global Energy Group - acquisition and working capital facilities for the purchase of 6 subsidiaries of Sovereign Oilfield Services Group plc (undisclosed) • Nautronix (Holdings) Ltd - Institutional buy-out of SCF Partners’ acquisition of Aberdeen-based Nautronix (Holdings) Ltd Corporate Statement Bank of Scotland is part of Lloyds Banking Group, one of the largest institutions in UK banking. We are dedicated to building deep lasting relationships that will distinguish us as the best. We work closely with businesses to provide financial solutions designed to help them succeed in their marketplace. As a financial partner, we recognise that businesses need more than just products which is why we work with them to offer combinations of services that are focused on them. We are open for business and have local teams in place to provide expert advice and funding to businesses across Scotland. Key Contacts Alasdair Gardner, Regional Managing Director Large Corporate, Scotland T: 0131 659 0793 Donald Kerr, Head of Commercial Business, Scotland T: 0131 659 0994 Jimmy Williamson, Senior Director Acquisition Finance T: 01224 261 130 * Our commercial team supports businesses with a turnover from £0-£15m, our large corporate team supports businesses with a turnover in excess of £15m

96 Scottish Deals & Dealmakers


BARCLAYS CORPORATE Aurora Building, 1st Floor 120 Bothwell Street Glasgow G2 7JT T: 0141 207 3032 F: 0141 207 3097 Quay 2, 2nd Floor 139 Fountainbridge Edinburgh EH3 9QG T: 0131 470 6247 F: 0131 470 6240

Union Plaza 1 Union Wynd Aberdeen AB10 1SL T: 01224 816 200 F: 01224 816 229

W: www.barclayscorporate.com

Services Provided Barclays Corporate offers a comprehensive range of banking and financial services to businesses with an annual turnover from £5m to in excess of £1bn. Barclays Corporate is managed alongside Barclays Capital, our investment arm, and Barclays Wealth, our wealth management business, to give our customers access to deeper and broader expertise from across the Barclays Group. In creating Barclays Corporate, we have aligned the products and services offered by Barclays across the markets in which we operate with the needs of our corporate clients. Our clients benefit from Commercial Mortgages, Corporate Credit/Loans, Hedging, Franchising, Wealth Management, Insurance, MBOs/MBIs, Offshore Funds, Pension Fund Management, Trade Finance, Electronic Banking, Capital and Money Market Services, Cross-Border Cash Pooling and Sweeping and Debit/Credit Card Operations. Total Staff 100 Scotland based staff. Major Deals Completed April 2009 – March 2010 • Glasgow Healthcare Facilities Ltd – £18m PFI transaction • Wrap Film – Follow on Debt and working capital facilities to fund the acquisition of Baco Foil - Follow on Acquisition, December 2009, Mandated Lead Arranger, Growth Capital • FMC – $350m RCF, participation in syndicated facility • Forth Valley Engineering Ltd – Funding package including, Commercial Mortgage, Asset Finance & bespoke hedging structure • MacAdam Asphalt Ltd – £1.6m working capital, bonding and asset finance facilities • Broadland Properties Ltd – Full re-bank of lending facilities • Regent Capital – BPRA transaction for a pre-let to Premier Inn, Glasgow City Centre • Ensco PLC - $55m participation in $700m Revolving Credit Facility Corporate Statement With corporate banking centres in Glasgow, Edinburgh, Aberdeen, Inverness and Dundee, our Scottish customers are served by a network of relationship and industry sector specialist directors who provide local access to an extensive range of products and services, as well as offering business information and support. Customers are offered access to the products and expertise of other businesses in the Group, particularly Barclays Capital, Barclays Wealth, Barclaycard and Barclays Asset & Sales Finance, a specialist business within Barclays Corporate Bank that provides customers with asset based lending and leasing solutions. Key Contacts Ally Scott, Managing Director Walter Cumming, Head of Oil & Gas, Aberdeen Kenny Hughes, Head of Strategic Debt Finance Jamie Grant, Head of Property & Project Finance Andy Hall, Head of Business Development Duncan Irvine, Corporate Director

T: 07766 364 972 T: 07825 906 726 T: 07775 550 232 T: 07917 503 355 T: 07917 504 226 T: 07920 267 452 Scottish Deals & Dealmakers 97


BARCLAYS CORPORATE

Ally Scott,

Managing Director

Strategic Debt Finance

Kenny Hughes, Head of Strategic Debt Finance

Property & Project Finance

Jamie Grant,

Pat McGinness,

Head of Property & Project Finance

Nial Gemmell, Head of Project Finance

98 Scottish Deals & Dealmakers

Head of Education & Social Housing

Jan Love,

Director, Project Finance

Graeme McNaughton, Head of Property


BRODIES LLP 15 Atholl Crescent Edinburgh, EH3 8HA T: 0131 228 3777 F: 0131 228 3878

2 Blythswood Square Glasgow, G2 4AD T: 0141 248 4672 F: 0141 221 9270

E: julian.voge@brodies.com W: www.brodies.com

Julian Voge,

Head of Corporate

David Allan,

Services Provided Brodies' corporate and commercial department provides advice and support to a wide range of Scottish, UK and international clients. With offices in Edinburgh and Glasgow, we offer a full service corporate advisory practice including: • Mergers, Acquisitions & Private Equity • Equity Capital Markets • Investment Funds • Joint Ventures • Corporate Tax • Corporate Restructuring & Insolvency • Company Law & Corporate Governance • General Commercial • Competition & Regulation • Partnerships

Partner, Corporate

Total Staff More than 460, including 63 partners

Catherine Feechan,

Major Recent Deals Brodies continues to advise businesses of all sizes across a wide range of sectors, from banks to manufacturers, retailers to property companies. This year we have been active in both sales and acquisitions of businesses, as well as the setting up of joint ventures and of start-up companies. Our strength in corporate advice is reinforced by having specialists in fields such as technology, IT and outsourcing. 2010 has also seen the rapid development of our Funds Group within corporate, with several innovative new funds (pensions, specialist investment and retail) established.

Partner, Corporate

Will McIntosh,

Partner, Corporate

Corporate Statement Brodies is the largest law firm based solely in Scotland, distinguished by its number of leading lawyers, innovative approach and commitment to quality, and independently rated 'No. 1' in eleven separate legal practice areas. Our corporate expertise covers all business and industry sectors, and our multiple specialist teams can deliver multimillion pound transactions and major cross-border work, as well as full legal support for clients over the long term – acting as a sounding board for issues that come up day-to-day, and helping to identify and secure market opportunities and strategic business objectives. In 2010 our corporate department has hired three new partners, Will McIntosh, David Allan, and Catherine Feechan, with significant experience in listings, fundraising, PE and general corporate transactions, plus a new associate in Technology, Information & Outsourcing, Victoria Moore. Key Contact Julian Voge, Partner, Corporate T: 0131 656 0248 E: julian.voge@brodies.com

Bruce Stephen,

Head of Banking & Financial Services

100 Scottish Deals & Dealmakers


CAMPBELL DALLAS 126 Drymen Road Bearsden G61 3RB T: 0141 942 0722 F: 0141 942 5399

10 Carden Place Aberdeen AB10 1UR T: 01224 623 111 F: 01224 623 101

4 Atholl Crescent Perth PH1 5NG T: 01738 441888 F: 01738 441 666

E: bearsden@ campbelldallas.co.uk

E: aberdeen@ campbelldallas.co.uk

E: perth@ campbelldallas.co.uk

W: www.campbelldallas.co.uk

Services Provided Corporate & commercial advice in relation to acquisitions & disposals, start ups, MBO’s, MBI’s and Private Equity Investment in the Owner Managed Business Sector. Full Business Sector. Full Business Recovery, Insolvency and Debt advice services. Personal and Corporate Tax Planning, VAT, Audit and Accountancy Services. Total Staff 147 staff plus 18 partners Chris Horne

Ian Williams

Ross McFarlane

Gerald McLaughlin

Major deals completed April 2009 – March 2010 • Picsel UK Limited – a £20 million MBO purchase of trade and assets • Space & People Plc – due diligence exercise on behalf of our AIM listed client • Partick Thistle FC – fund raising exercise for a property development project • Southeast Traders Limited – a fundraising exercise of circa £8 million, including initial development capital. Major Clients Industry sectors we specialise in include: construction, healthcare, legal, renewables, not for profit organisations, media, travel and tourism, agriculture, food production and oil and gas. Some of our clients include Barrheasd Travel Service Limited, Usha Martin International Limited, CBC Construction and Property Group Limited, Arran Aromatics Limited, Lighthouse Caledonia Limited, Neilstra Limited, Scott Timber Limited, Linn Products Limited and Westpoint Homes Limited. Corporate Statement Campbell Dallas is one of Scotland’s leading firms of independent business advisers to the OMB market, working at the forefront of the Scottish accountancy scene. We are committed to providing sound commercial and professional advice to new and established businesses. Our success, we are sure lies not only in our high level of expertise, but also in the fact that we pride ourselves in building close working relationships with our clients. Key Contact: Chris Horne – Head of Corporate Finance David Hunter – Head of Business Recovery Dugald MacPherson – Head of General Practice Aileen Scott – Head of Tax

T: 0141 942 0722 T: 0141 887 4141 T: 01224 623 111 T: 0141 887 4141

Scottish Deals & Dealmakers 101


CLYDESDALE BANK Clydesdale Bank Exchange 20 Waterloo Street Glasgow G2 6DB

Clydesdale Bank 56 Carden Place Aberdeen AB10 1UP

Clydesdale Bank Plaza 50 Lothian Road Edinburgh EH3 9AN

Graham Cunning Regional Director

Services Provided Clydesdale Bank provides a full range of Corporate Finance solutions including funding and support for acquisitions, management buy-outs, management buy-ins, share buy back transactions and expansion funding. We provide flexible packages, tailored to the dynamics of the business. Total Staff 30 in the Scotland Corporate & Structured Finance team based in Aberdeen, Edinburgh and Glasgow.

David Henderson Area Director

Major deals completed April 2009 - March 2010 • Amor Group – MBO • Electro-Flow Controls – MBI • Europa Support Services – Acquisition Funding • Host Europe Group – Refinancing • Spiritel – Acquisition Funding • Viking Moorings – IBO • Walker Technical – MBI

John Brebner Area Director

Corporate Statement At Clydesdale Bank our service is characterised by a powerful commitment to strong client relationships, swift decisions and assured delivery. Specialist knowledge allows our Corporate & Structured Finance team to identify opportunities to do deals that are intelligently structured and commercially focused. We do this by harnessing the insight of individuals with extensive experience of banking, industry, corporate finance and professional services to deliver on our commitment to our clients. Key Contact Contact our Scotland Corporate & Structured Finance team today on:

Alan Hamilton Area Director

Graham Cunning: Regional Director David Henderson: Area Director John Brebner: Area Director Alan Hamilton: Area Director

102 Scottish Deals & Dealmakers

T: 0141 242 4244 T: 0141 242 4088 T: 0122 465 7903 T: 0131 456 4484


CMS Cameron McKenna LLP 6 Queens Road Aberdeen AB15 4NU

T: 01224 622 002 F: 01224 622 066

101 George Street Edinburgh EH2 3ES T: 0131 220 7676 F: 0131 220 7670

W: www.cms-cmck.com

Stephen Millar

Services Provided CMS Cameron McKenna has a full commercial practice in Scotland including a strong and growing corporate finance practice (working on MBOs/MBIs, mergers and acquisition, reorganisations and general company law), oil & gas, banking and finance, property, commercial dispute resolution, employment and health and safety. We also provide all other specialist areas of advice including tax, financial services, competition, pensions, environment, planning, immigration and insurance. The 55 CMS international offices allow us to service Scottish based clients with any element of international business with a seamless service in relation to a wide variety of transactions. Total Staff 60 in Scotland (including 9 Partners), 1,800 in the UK and 4,600 Internationally

Frank Fowlie

Eleanor Layton

Simon Henderson

Norman Wisely

Major deals from Scotland completed April 2009– March 2010 • Electro-Flow Controls Limited – MBO (£10m) • Hunting Energy Services – acquisition of Welltonic Limited (£9m) • BP – exchange of assets in North Sea with BG (£304m) • RWE – acquisition of Breagh Field from 8 different sellers (undisclosed) • Petrofac – acquisition of Stephen Gillespie Consultants Limited (£3.5m) • Bank of Scotland – advising on facilities provided to Richard Irvin & Sons Limited (£8.4m) Corporate Statement CMS in Scotland is part of a distinctively European law firm aiming to be recognised as the best European provider of legal and taxation services. The firm provides deep local expertise combined with extensive industry-specific knowledge across Europe. Our focus is on building strong relationships with our clients (whatever the size) based on constantly delivering sound and commercially relevant advice, rather than doing the greatest number of transactions. Key Contact Corporate Finance: Frank Fowlie E: frank.fowlie@cms-cmck.com Simon Henderson E: simon.henderson@cms-cmck.com Oil & Gas: Stephen Millar E: stephen.millar@cms-cmck.com Norman Wisely E: norman.wisely@cms-cmck.com Eleanor Layton E: eleanor.Layton@cms-cmck.com Banking and Finance: Maria McKenna E: maria.mckenna@cms-cmck.com

T: 01224 267 175 and T: 0131 220 7671 T: 01224 267 174, T: 01224 267 1633 T: 0121 220 8998 T: 0131 220 7675

Scottish Deals & Dealmakers 103


THE CO-OPERATIVE BANK Glasgow Corporate Banking Centre 206 St.Vincent St Glasgow G2 5SG

Edinburgh Corporate Banking Centre 96 Fountainbridge Edinburgh E3 9QA

T: 0141 221 4958 F: 0141 204 1889

T: 0131 228 9973 F: 0131 228 8490

E: glasgow.corpcentre@ co-operativebank.co.uk

E: edinburgh.corpcentre@ co-operativebank.co.uk

W: www.co-operativebank.co.uk/corporate

Services Provided All areas of corporate banking and finance provision from day to day banking services through to management buy-outs, acquisitions, company restructuring, senior debt finance, working capital, syndication and development finance. Craig Allison

David Bell

Transactions A full range of banking facilities have been provided a summary of which includes: • Senior debt/working capital lines for business acquisitions. • Arranging and participating in syndicated deals. • Development funding with particular expertise in property, leisure, and retail sectors. • Expertise in arranging PFI, NHS Lift and project finance deals. • Expertise in renewable/sustainable energy projects. Major Clients A comprehensive client base ranging across small, medium and large corporates. Corporate Statement Our Corporate Banking Division has experienced continued success evident from its growing customer base, all of whom benefit from a highly skilled and consistent team capable of delivering value, sound advice and best in class relationship management. We pride ourselves on offering fast decisions, flexibility and a genuinely creative approach. Key Contacts Glasgow: Kevin Robertshaw, Senior Corporate Manager Craig Allison, Business Development Manger Danny Dickson, Corporate Manager Edinburgh: David Bell, Relationship Manager Craig Ramsay, Business Development Manager

104 Scottish Deals & Dealmakers


CRAIG CORPORATE Stirling House 226 St Vincent Street Glasgow G2 5RQ T: 0141 243 4980 F: 0141 221 4197 E: info@craigcorp.co.uk W: www.craigcorporate.com

Tom Craig Chairman

Services Provided Craig Corporate provides a full range of corporate finance services including: • Identifying potential acquirers • Negotiating sales • Identifying acquisition opportunities • Negotiating acquisitions • Deal management • Tax structuring • Raising start-up and development finance • Due diligence • Corporate restructuring Total staff 10

Paul Yacoubian

Managing Director

Major deals completed April 2009 – March 2010 • Advised on £22m re-financing of long term debt facility for Waverley Housing • Advised on re-financing of various portfolio companies on behalf of Private Equity Investors • Due diligence assignments on behalf of Wm Tracey Ltd, Greetz and Institutional Investors Major Clients Craig Corporate advises a wide variety of privately owned businesses throughout Scotland, the UK and overseas. We have clients right across the business spectrum with particular industry experience in professional and financial services, oil and gas, engineering, software, telecommunications and construction. Corporate Statement Craig Corporate is committed to providing high quality corporate finance, business management and tax advice to its wide and growing client base. Our dedicated consultants are flexible in their approach, often becoming an integral part of our clients’ business. We pride ourselves on providing practical yet innovative strategies to meet each client’s specific needs. Key Contacts Tom Craig E: tcraig@craigcorp.co.uk Paul Yacoubian E: pyacoubian@craigcorp.co.uk

Scottish Deals & Dealmakers 105


DC CONSULTING Stannergate House 41 Dundee Road West Broughty Ferry Dundee DD5 1NB T: 01382 480488 F: 01382 770768 W: www.dcconsult.co.uk Services Provided DC Consulting is a corporate finance practice specialising in fund raising in the UK equity and debt markets and with a strong track record in raising grant funding. Within this marketplace, DC Consulting also provides specialist tax advice for both corporate finance transactions and for ongoing trading businesses, whilst also assisting companies with their strategy and growth plans via our board advisory group. Angus Hay

Alison J. Williamson

Andrew McCafferty

John P. Craig

Total Staff 8 Major deals completed April 2009 – March 2010 In 2009, DC Consulting was involved in transactions totalling over £20million. • 2009 proved to be a strong year for our private equity transactions team with 7 successful transactions attracting over £13 million in private equity, this was augmented further with grant funding of circa £750,000.Our clients cover a variety of sectors from software development to novel medical devices and Biopharma applications. • In addition, the Corporate Finance team also supported a number of non-equity transactions including disposals, MBO’s and re-financing of existing trading companies resulting in deals of over £10 million. • DC Consulting has operated in this specialist field of Corporate Finance and in the last 8 years has successfully raised over £135 million for clients in technology and owner managed business covering a wide sector range. Major Clients The DC Consulting client base is UK-wide with a strong presence in Scotland. Our Client list covers all sectors including manufacturing, engineering, energy, oil & gas and high growth technology and life science companies. Corporate Statement Our team of ex-Big4 advisers specialises in deals in the £0.5 million to £25 million range, arranging equity and debt finance for fast-growing and pre-revenue businesses, Management Buy Outs & Buy Ins (MBO/MBI’s) and leveraged transactions including property development and investment. Through our extensive network of contacts, we have an excellent track record of working with equity funders, grant providers and institutional investors alike and have gained substantial experience in identifying the most appropriate funding to effectively meet our clients’ requirements. Key Contacts Angus Hay Alison J Williamson Andrew McCafferty John P Craig

106 Scottish Deals & Dealmakers

E: angus.hay@dcconsult.co.uk E: alison.williamson@dcconsult.co.uk E: andrew.mccafferty@dcconsult.co.uk E: john.craig@dcconsult.co.uk


DUNEDIN

Ross Marshall

10 George Street Edinburgh EH2 2DW

28 Savile Row London W1S 2EU

T: 0131 225 6699 F: 0131 718 2300

T: 020 7292 2110 F: 020 7292 2111

E: info@dunedin.com W: www.dunedin.com

E: info@dunedin.com W: www.dunedin.com

Services Provided Dunedin provides equity finance for management buyouts and management buyins with a transaction size of between £20m and £75m, typically investing between £10m and £50m in any one transaction. Total Staff 24 Major Deals completed April 2009 – March 2010 • £32m exit of Fernau, a world-leading designer and manufacturer of navigational aids to the civil and military aviation markets

Shaun Middleton

Dougal Bennett

Nicol Fraser

Corporate Statement Dunedin provides equity finance for management buyouts and management buyins with an enterprise value size of £20m - £75m. We will invest £10m-£50m equity in any transaction. Our key strength is our ability to deliver deals through: • Capital: we have access to capital and are hungry to invest it. • Value insight: we understand how to realise the full value of a business. • People: we apply a straight-talking and responsive approach to deliver success. Key Contacts Ross Marshall, Chief Executive E: ross.marshall@dunedin.com Shaun Middleton, Managing Director, New Investment E: shaun.middleton@dunedin.com Dougal Bennett, Director E: dougal.bennett@dunedin.com Nicol Fraser, Director E: nicol.fraser@dunedin.com Mark Ligertwood, Director E: mark.ligertwood@dunedin.com

Mark Ligertwood Scottish Deals & Dealmakers 107


ERNST & YOUNG

W: www.ey.com/uk

Ten George Street Edinburgh, EH2 2DZ T: 0131 777 2000 F: 0131 777 2001

George House, 50 George Square Glasgow G2 1RR T: 0141 626 5000 F: 0141 626 5001

Blenheim House Fountainhall Road Aberdeen AB15 4DT T: 01224 653000 F: 01224 653001

Barony House Stoneyfield Business Park Stoneyfield, Inverness IV2 7PA T: 01463 667000 F: 01463 667001

Services Provided Mergers and acquisitions, Disposals, Business valuations, MBO, MBI, IBO, Flotations, Project Finance, Financial modelling, Finance raising, Corporate restructuring, Acquisition & Vendor diligence, Exit Readiness, Equity and Debt structuring and Refinancings. Alec Carstairs

Neil Patey

Colin Dempster

Neil Thomson

Dougald Middleton

Total Staff 100 Transaction Advisory Services personnel in Scotland including; Transaction Support – 20, Mergers and Acquisitions – 8, Restructuring – 47 and Infrastructure Advisory – 22 Major deals completed April 2008 – March 2009 • Acquisition of Petro Canada Netherlands BV by Dana Petroleum plc • LDC investment in Subocean • Advised Weir Group in raising $250m bond from UK and US private placement investors Restructuring Administration of Highmore Homes, including sale of various completed and part completed residential developments Sale of Cockburns of Leith to Wine Importers Scotland Numerous sales from WG Mitchell (in administration) including: • Bonnington Hotel, London to Crimson Hotels • UK commercial portfolio to Atlantic Capital (JO Hambro) Torith Construction (in administration) – sale of properties Infrastructure Advisory • Financial advisor to Transport Scotland on the Borders Railway and EdinburghGlasgow Improvement Programme • Financial advisor to South Lanarkshire, North Lanarkshire, Edinburgh and Midlothian and Ayrshire on the procurement of their waste treatment facilities • Financial advisor to the City of Edinburgh Council for the development of 21st Century Homes Corporate Statement An experienced Scottish team focused on building relationships and delivering value to our corporate, private equity, banking and public sector clients in a wide range of sectors including oil & gas, financial services, engineering, renewables, leisure and hospitality, property, public private partnerships and other key Scottish industries. Key Contacts Lead Advisory - Alec Carstairs T: 01224 653196 Transaction Support - Neil Patey T: 0131 777 2064 Restructuring - Colin Dempster T: 0131 777 2235 Infrastructure - Neil Thomson T: 0131 777 2130 Capital Advisory - Dougald Middleton T: 0141 626 5509

108 Scottish Deals & Dealmakers

E: acarstairs@uk.ey.com E: npatey@uk.ey.com E: cdempster@uk.ey.com E: nthomson@uk.ey.com E: dmiddleton@uk.ey.com


GRANT THORNTON – Government & infrastructure advisory 95 Bothwell Street Glasgow G2 7JZ T: 0141 223 0000 F: 0141 223 0001

1-4 Atholl Crescent Edinburgh EH3 8LQ T: 0131 229 9181 F: 0131 229 4560

Services Provided Our team provides strategic, business case and financial advice to a wide range of public and private sector clients. Total number of staff Grant Thornton Government & Infrastructure Advisory (GIA) in Scotland comprises 2 partners and 20 staff. Nathan Goode

Government & Infrastructure Advisory

Will McWilliams

Government & Infrastructure Advisory

Taylor Ferguson

Government & Infrastructure Advisory

Major clients Grant Thornton GIA works with clients across a wide range of sectors with specific expertise in: Education, Transport, Street Lighting, Energy, Renewables, Waste, E-Government, Health, Ports and Airports, Car Parks, Partnerships, Shared Services and Outsourcing. Major deals • Financial adviser to Scottish Funding Council • Financial adviser to Greenpower - renewables developer • Financial adviser to Nexus on the Tyne & Wear Metro System • Financial adviser to Transport Scotland on Rolling Stock Procurement • Financial adviser to Scottish and Southern Energy plc • Financial adviser to Glasgow City Council on City Property • Financial adviser to Glasgow City Council on City Parking LLP Corporate Statement We are part of the national Grant Thornton GIA team, which has advised on over 660 projects with a capital value of £47.9 billion. The team shares a commitment to, and enthusiasm for, the development of successful projects. Offering a bespoke approach, Grant Thornton GIA provides advice underpinned by a real understanding and awareness of market developments across both public and private sectors. The team works with a large number of local authorities, funders and private sector partners on a range of projects. Key contacts Nathan Goode Will McWilliams Taylor Ferguson

110 Scottish Deals & Dealmakers

E: nathan.goode@gtuk.com E: william.mcwilliams@gtuk.com E: taylor.ferguson@gtuk.com


GRANT THORNTON – corporate finance 95 Bothwell Street Glasgow G2 7JZ T: 0141 223 0000 F: 0141 223 0001

1-4 Atholl Crescent Edinburgh EH3 8LQ T: 0131 229 9181 F: 0131 229 4560

Services Provided The full range of corporate finance advice, including lead advisory, due diligence, growth and strategic services, AIM and capital markets. Total number of staff Our specialist corporate finance team in Scotland is part of a 230-strong UK-wide dedicated corporate finance staff. Major clients Robert Hannah Grant Thornton Corporate Finance work with a diverse range of clients in a wide Diligence variety of industry sectors. Specific expertise in Life Sciences, Technology, Food & Drink, Property and Construction, and Support Services. Major deals • Disposal of Howie Group Limited to BSW Timber Limited • Acquisition of Enviros Consulting Limited by Sinclair Knight Merz • Re-financing of MESL Holdings Limited • Disposal of Howies of Dunlop Limited by Howie Group Limited • Acquisition and re-admission of AIM of Hanson Westhouse Holdings plc • Capital raising and dual listing of AIM of Metminco Limited

Ian Calder

Diligence and Markets

"Grant Thornton actively managed the process, providing high quality advice and valuable insight. The hard work, dedication and technical ability shown by their experienced team added significant value. They ensured that every option was explored appropriately and their advice was fundamental to a successful outcome. Anyone who is planning to sell their business should consider using the Grant Thornton Corporate Finance team." Robin Howie, Vendor, Howie Group Limited David Cockburn Corporate Statement Lead advisory Grant Thornton Corporate Finance has an excellent track record in advising on acquisitions, disposals, MBO's, MBI's, finance raising and AIM-listed transactions. Our continued success is based on our dedication to the mid-corporate sector together with our commitment to delivering profitable solutions. Our national corporate finance team was one of the most active corporate finance advisers in 2009 having completed 60 transactions and is currently ranked as the leading accountancy firm by volume for deals completed in Q1 2010 by Thomson Reuters.

Key contacts David Cockburn Robert Hannah Ian Calder Neil McInnes

E: david.cockburn@gtuk.com E: robert.k.hannah@gtuk.com E: ian.w.calder@gtuk.com E: neil.mcinnes@gtuk.com

Scottish Deals & Dealmakers 111


HALL MORRICE 6 & 7 Queens Terrace Aberdeen AB10 1XL T: 01224 647394 F: 01124 639541 E: cf@hall-morrice.co.uk W: www.hall-morrice.co.uk

Simon Cowie

Services Provided Hall Morrice provides a comprehensive range of corporate finance services including: • Deal initiation • Early stage/start-up • Acquisition/disposal • MBO/MBI/BIMBO • Refinancing • Strategic reviews • Development finance • Reconstructions • Due Diligence • Post implementation strategy • Succession planning Total Staff 65

Scott Taylor

Robert Bain

Major Deals Completed April 2009 – March 2010 • BSP Timber Limited – MBO – June 2009 • Woma (UK) Limited – start up – June 2009 • Paradigm Oilfield Services – acquisition of certain trade and assets of Stable Group – October 2009 • Subsea Technologies Limited – acquisition of trade and assets from Lewis Limited – February 2010 Major Clients Hall Morrice are a leading firm of Chartered Accountants in the North East of Scotland. The Firm's philosophy is to be an integral part of the client team enabling them to focus on the core elements of their business. Hall Morrice's client involvement ranges from deal initiation to post transaction implementation, therefore offering clients the entire suite of services to fully realise their aspirations. Corporate Statement Hall Morrice are a leading firm of Chartered Accountants in the North East of Scotland. The Firm's philosophy is to be an integral part of the client team enabling them to focus on the core elements of their business. Hall Morrice's client involvement ranges from deal initiation to post transaction implementation, therefore offering clients the entire suite of services to fully realise their aspirations. Key Contacts Simon Cowie Scott Taylor Robert Bain

114 Scottish Deals & Dealmakers

E: s.cowie@hall-morrice.co.uk E: s.taylor@hall-morrice.co.uk E: r.bain@hall-morrice.co.uk


HARPER MACLEOD LLP

The Ca’d’oro 45 Gordon Street Glasgow G1 3PE

8 Melville Street Edinburgh EH3 7NS

Alder House Cradlehall Business Park Inverness IV2 5GH

T: 0141 221 8888 F: 0141 226 4198

T: 0131 247 2500 F: 0131 247 2501

T: 01463 798777 F: 01463 798787

E: info@harpermacleod.co.uk W: www.harpermacleod.co.uk Services Provided Harper Macleod’s Business Advisory Practice Group provides a full service legal offering to clients, with particular expertise in the high growth and funds arena and in acting for both family and employee owned businesses. Total Staff 265 Donald Munro

Tom Thomas

Chris Kerr

Major deals completed April 2009 – March 2010 • Acted as advisor to Clansman Dynamics Limited in relation to the employee buyout by an employee benefit trust supported by Baxi Partnership, HSBC, the Co-operative Loan Fund and Industrial Common Ownership Fund. • Advised long standing client Tulloch Homes Group on the restructure of their banking facilities which included a reorganisation of the parent company's share capital. • Acted for the promoters of Glasgow Indigo Hotel LP, an £11m unregulated collective investment scheme due to purchase and develop a hotel in Glasgow city centre. • Acted for PWB Health Limited, a medical devices start up company, in relation to its fundraising from Scottish Enterprise, Longbow Capital LLP and Kelvin Capital Limited. Corporate Statement Harper Macleod LLP is a leading Scottish full service commercial law firm. Clients range from entrepreneurs and small business start ups, through to public sector bodies, blue chip UK and multi national companies, and financial services institutions. Key Contact Donald Munro, Partner T: 0141 227 9314 E: donald.munro@harpermacleod.co.uk Tom Thomas, Partner T: 0141 227 9320 E: tom.thomas@harpermacleod.co.uk Christopher J Kerr, Partner T: 0141 227 9326 E: christopher.kerr@harpermacleod.co.uk

Scottish Deals & Dealmakers 113


HM CORPORATE SOLUTIONS LLP

The Ca’d’oro 45 Gordon Street Glasgow G1 3PE T: 0141 227 9331 F: 0141 229 7331

E: info@hmcorporatesolutions.co.uk W: www.hmcorporatesolutions.co.uk

Services Provided HM Corporate Solutions is a corporate finance advisory business, assisting with private equity fundraising, acquisitions and disposals, management buy-ins and buy-outs, structuring and raising investment funds. Total Number of Staff 3 Ramsay Duff

Major deals completed April 2009 – March 2010 • Raising £12m for Glasgow Indigo Hotel LP BPRA hotel development project. Corporate Statement HM Corporate Solutions offers businesses and funders a high level of skill and personal attention from a team of professionals with experience across a wide variety of situations and sectors.

Sukhjit Dhaliwal

114 Scottish Deals & Dealmakers

Key Contact Ramsay Duff, Partner T: 0141 227 9331 E: ramsay.duff@hmcorporatesolutions.co.uk


HSBC BANK PLC Scotland Corporate Banking Centre First Floor 141 Bothwell Street Glasgow G2 7EQ T: 08455 847418 E: irenegrant@hsbc.com

2 Queens Road, Aberdeen AB15 4ZT T: 08455 837252 E: stevehewes@hsbc.com W: hsbc.com

Services Provided HSBC Scotland Corporate Banking Centre provides Scottish companies with access to our unrivalled geographic network and to the Bank’s broad range of innovative products and services through a team of experienced Relationship Managers and product specialists. Total number of staff 15 Irene Grant

Steve Hewes

Major deals completed April 2009 – March 2010 • Viking Moorings: Joint lead arranger in the provision of Senior and Working Capital facility for the Secondary Buyout sponsored by HSBC Private Equity. • Subocean Group: Sole Arranger of Senior and working capital facilities for the MBO sponsored by LDC • McKinnon & Clarke: Sole Arranger of Senior and Working Capital facilities in support of acquisition by Lyceum Capital • Wood Mackenzie: Advisor and Joint Lead Arranger in LBO of Wood Mackenzie by Charterhouse Capital Major Clients Abbot Group, Aggreko, Cairn, Asco, Sparrow Offshore, John Menzies, John Wood Group, Rolls Wood Group, SMD, Subsea 7, Terex Corporation, Edrington Group, Weir Group, Viking Moorings, Trition Group, Melrose Resources, Wood Mackenzie, Clyde Union, William Grant and Sons, Mackays. Corporate Statement HSBC is the world’s largest banking and financial services organisation. HSBC’s international network comprises some 9,500 offices in 86 countries and territories in Europe, Asia Pacific, the Americas, the Middle East and Africa. This means that HSBC is ideally placed to assist companies in realising their ambitions in the global marketplace. The World’s Local Bank. Key Contacts Irene Grant, Head of Corporate Banking, Scotland T: 08455 847418, M: 07771 840889 E: irenegrant@hsbc.com Steve Hewes, Head of Leveraged Finance, Scotland T: 08455 837252 M: 07717 483169 E: stevehewes@hsbc.com

Scottish Deals & Dealmakers 115


JC Rathbone Associates

Forsyth House 93 George Street Edinburgh EH2 3ES T: 0131 240 1273 W: www.jcra.co.uk

Jackie Bowie

Michael Leslie

James Stretton

Services provided JC Rathbone Associates are an independent firm of financial risk consultants. We work alongside our clients across a range of sectors (property, private equity, PFI/ PPP, social housing) to analyse financial risk exposures and produce and implement hedging strategies to minimise those risks. JCRA is predominantly focused on Interest Rate and Foreign Exchange hedging but its range of services includes debt funding, debt structuring and refinancing, Treasury Management and Energy Consultancy. JCRA develops risk management strategies that fit clients’ business planning objectives and guides clients through the range of hedging products available.  JCRA also provides a full price benchmarking service on all hedging, ensuring transparency in the rates and pricing offered by the bank. JCRA has offices throughout the UK and in New York. Major deals completed April 2009 – March 2010 • Meallmore – hedging advisory role across the various subsidiaries of this care home operator • Thenew HA – new debt raising, and debt restructuring for this housing association • Worldmark – ongoing FX advisory work and interest rate hedge structuring for this global company • BDL Hotels – interest rate hedging advice for the various companies of this hotel group Key Contacts Jackie Bowie, Director of Regional Business Alan Murray, Director James Stretton, Director of Foreign Exchange Michael Leslie, Associate Director

Alan Murray 116 Scottish Deals & Dealmakers

E: jbowie@jcra.co.uk E: amurray@jcra.co.uk E: jstretton@jcra.co.uk E: mleslie@jcra.co.uk


JOHNSTON CARMICHAEL 227 West George Street Glasgow G2 2ND T: 0141 222 5800 F: 0141 222 5801 E: info@jcca.co.uk

Bishop’s Court 29 Albyn Place Aberdeen AB10 1YL T: 01224 212222 F: 01224 210190 E: info@jcca.co.uk

Clava House Cradlehall Business Park, Inverness IV2 5GH T: 01463 796200 F: 01463 796201 E: info@jcca.co.uk W: www.jcca.co.uk

Services Provided • Acquisitions and Disposals • Corporate recovery/reconstruction • Development finance • Due Diligence and Investigations • Early stage/start-up • Forensic Services • Management Valuations • MBO/MBI • Private Equity • Refinancing • Strategic Planning (Business Stratagem™) • Structured Finance and PFI/PPP Iain Webster

Andrew Walker

Total Staff 11 in Corporate Finance and approximately 450 staff and partners throughout Scotland. Major deals completed April 2009-March 2010 • Lead advisor to the management team on the MBI of Electro-flow Controls • Lead advisor to the shareholders of Seletar Shipping on the sale to ASCO • Lead advisor to the management team on the MBO of RM Supplies (Inverkeithing) Limited • Provision of financial due diligence to Eden Springs UK Limited on the acquisition of Hydropure Distributions Limited Major Clients Based in Aberdeen, Edinburgh, Glasgow and Inverness, we act for a broad range of clients from a variety of industry sectors and have particular expertise with ownermanaged businesses.

Shannon Watson

Brendan Waters

Corporate Statement Johnston Carmichael Corporate Finance is a leading independent corporate finance team delivering outstanding service and innovative solutions on the full range of transactional activity. Our service is personal, partner driven, pragmatic and costeffective. We involve the skills of all Johnston Carmichael’s specialist departments and associated businesses, thus ensuring that at all times, we provide the best possible solution for your needs. Key Contacts Iain Webster, Partner and Head of Corporate Finance, Glasgow T: 0141 222 5800 E: iain.webster@jcca.co.uk Andrew Walker, Corporate Finance Partner, Aberdeen T: 01224 212222 E: andrew.walker@jcca.co.uk Shannon Watson, Director, Corporate Finance, Inverness T: 01463 796200 E: shannon.watson@jcca.co.uk Brendan Waters, Assistant Director, Corporate Finance, Glasgow T: 0141 222 5800 E: brendan.waters@jcca.co.uk

Scottish Deals & Dealmakers 117


KPMG CORPORATE FINANCE 37 Albyn Place Aberdeen AB10 1JB T: 01224 591000 F: 01224 416806

Saltire Court 20 Castle Terrace Edinburgh EH1 2EG T: 0131 222 2000 F: 0131 527 6666

191 West George Street Glasgow G2 2LD T: 0141 226 5511 F: 0141 204 1584

Services Provided – Corporate Finance We advise on all aspects of M&A: acquisitions and disposals; takeovers and mergers; private equity; bid defence; flotations and public offerings and valuations. In addition, we provide advice to the public and private sector on: PPP/PFI, project finance, debt advisory, financing; investment structuring and appraisal; bid evaluation; financial modelling; project management and procurement best practice. David McCorquodale Partner

James Robinson Associate Partner

Total Staff 1 Partner, 1 Associate Partner, 1 Director and 8 staff Major Deals Fiscal 2009/10 • Financial Adviser to the shareholders of Card Factory Ltd on the sale of the company to Charterhouse Capital Partners LLP • Financial Adviser to the shareholders of Brogan Holdings Ltd on the sale of the company to DCC plc • Acted as Financial Adviser to Lyceum Capital Partners LLP on the acquisition of McKinnon & Clarke Ltd • Financial advisor to Technor AS on its disposal of Technor ISIS to a management buyout team • Advisor to Swire Oilfield Services Ltd on its acquisition of Weir OCI • Financial advisor to LDC on their investment in SubOcean Group Major Industry Awards 2009/10 • Scottish Accountancy Awards 2010 Best Large Firm • The Sunday Times Best Big Companies to Work For, ranked in top 10 for each of the last six years

Bruce Walker Director

Key Contacts: Partner David McCorquodale Directors & Associate Directors Aberdeen – James Robinson Edinburgh & Glasgow – Bruce Walker & Liam Duffy

118 Scottish Deals & Dealmakers


KPMG TRANSACTION SERVICES

Craig Anderson

Head of Transaction Services Scotland

Services Provided Pre-deal evaluation and bid services; financial and commercial diligence; SPA/contract assistance; integration/separation planning; structuring advice; Stock Exchange reporting; vendor assistance and vendor due diligence; modelling support Total Staff 2 partners, 10 full time professional staff in Scotland

Alan Kennedy Partner

Marianne Lipp Director

James Stickler Director

Major Deals Fiscal 2009/10 • Aberdeen Asset Management PLC’s acquisition of certain fund management assets and businesses from Credit Suisse Asset Management • Minority private equity investment by Lime Rock Partners in International Tubular Services (Holdings) and reorganisation/part syndication of banking facilities • Scottish & Southern Energy plc Eurobond issues • Buyout of Argent Energy plc funded by Souter Investments and management • Acquisition and take private of Powerleague Group plc by Patron Sports Leisure Sarl • Sale of Brogan Holdings Limited to GB Oils Limited, a subsidiary of Dublin-listed DCC plc • Sale of Invec Solutions Limited to Canadian listed group, Celestica Inc • Acquisition of a majority stake in McKinnon & Clarke by Lyceum Capital • Landmedia Limited’s acquisition of a 50% stake in Avondale Environmental Limited from Shanks Group plc. Major Industry Awards 2009/10 • The Sunday Times Best Big Companies to Work For, ranked in top 10 for each of the last six years • Financial Times and Mergermarket European M&A Awards – Accountancy Firm of the Year in 2009 • Acquisitions Monthly Awards 2009 Mid Market Advisor of the Year • Best Large Firm at Scottish Accountancy Awards in 2010 Corporate Statement Focused diligence supporting clearly expressed opinions giving real added value at all stages in corporate transactions Partners Craig Anderson and Alan Kennedy Directors & Associate Directors Aberdeen – Marianne Lipp Edinburgh – James Stickler Glasgow – James Kergon

James Kergon

Associate Director

Key Contact: Craig Anderson, Senior Partner, Scotland and Head of Transaction Services, Scotland T: 0141 300 5625 Scottish Deals & Dealmakers 119


MACROBERTS LLP Capella 60 York Street Glasgow G2 8JX

Excel House 30 Semple Street Edinburgh EH3 8BL

T: 0141 303 1100 F: 0141 332 8886

T: 0131 229 5046 F: 0131 229 0849

E: maildesk@macroberts.com W: www.macroberts.com

Ian Dickson Consultant

Norman Martin Banking & Finance

Robert Burns

M&A, Private Equity

Alan Kelly

M&A, Private Equity

Services Provided MBOs MBIs IBOs and other acquisitions, private equity, corporate finance, company law, banking & finance, project finance, corporate tax, VAT, personal tax, financial planning, employment, pensions, IP, IT, real estate, PFI/PPP, litigation, licensing, planning/environment and corporate recovery. Total Staff 259 Major deals completed April 2009 – March 2010 • Advising Sinclair Knight Merz (Europe) Ltd on its multi-million pound acquisition of the Enviros Group, the Health & Safety Solutions business from Carillion. • Acting for Shanks Waste Management Ltd in their £8m joint venture in Energen Biogas Ltd. • Acting for Romec Ltd, a joint venture between Balfour Beatty and the Royal Mail, in its acquisition of M.D.P (Engineering) Ltd. • Acting for Nevis Capital LLP in their acquisition of Woodside Power Generation - a division of Fidelity Plant Hire (Scotland) Ltd. • Acting for Tillicoultry Quarries Ltd in their purchase of businesses and assets of 3 quarries in Scotland from Hanson Quarry Products Europe Ltd. • Acting for a club of four Banks comprising Lloyds, The Royal Bank of Scotland, HSBC and Clydesdale, who together provided EURO 300m to Wm Grant and Sons Distillers Ltd to fund the purchase of certain drinks brands from Magners owner C&C Group plc. • Acting for Albion Automotive in relation to a refinancing being carried out by its parent company American Axle & Manufacturing, Inc. with JPMorgan Chase Bank, N.A. • Acting for Clydesdale Bank in amending facilities of over £140m provided by the Bank to Robert Wiseman Dairies. • Acting for Barwell plc in several equity investments. Major Clients Leading British and international businesses, banks and venture capitalists, construction companies, property developers, publishers, energy, NHS Trusts, local authorities and manufacturers. Corporate Statement Long established as one of Scotland’s leading commercial and corporate law firms, MacRoberts LLP has a track record of delivering practical and innovative solutions, high-quality work and of successfully entering new and complex areas of work. MacRoberts works throughout the UK and has a rapidly expanding international practice.

Neil Kennedy

M&A, Private Equity

Key contacts Ian Dickson, Norman Martin, Robert Burns, Alan Kelly, Neil Kennedy Scottish Deals & Dealmakers 121


MAVEN CAPITAL PARTNERS Sutherland House 149 St. Vincent Street Glasgow G2 5NW

8 Albyn Terrace Aberdeen AB10 1YP

T: 0141 306 7400

T: 01224 446080

E: enquiries@mavencp.com W: www.mavencp.com

Bill Nixon

Services Provided Maven provides funding for management buy-outs, management buy-ins, acquisition finance, replacement capital and development capital, as well as mezzanine finance for private companies throughout the UK, typically with an enterprise value of up to £25m. Maven manages seventeen client funds, including six VCTs, and provides a full fund administration service to client funds and third party fund managers. Total Number of Staff 24 staff providing investment, portfolio and fund administration services across the UK.

Andrew Craig

Jock Gardiner

122 Scottish Deals & Dealmakers

Major deals completed April 2009 – March 2010 • Walker Technical Resources - MBI of an oil & gas service business, working in the asset integrity market • Electro-Flow Controls - MBI of an oil & gas service business which provides integrated mechanical and electrical solutions to the rig newbuild and upgrade markets • Greenbelt – Development Capital for a provider of management and maintenance services for open space land • Prismtech – Development Capital for a developer and seller of high quality, advanced communications software solutions • Westway Cooling – MBO of a provider of air conditioning and facilities management services, specialising in refurbishment and maintenance, and targeting customers for whom service and total reliability are key • LitComp – Public to private acquisition of a leading specialist insurance business, operating predominantly in the rapidly expanding and niche After the Event Insurance market • Vamosa - Development Capital for a provider of high quality Enterprise Content Governance software solutions for large commercial organisations and governments across the world • ATR – Development Capital for a provider of rental equipment to the offshore oil & gas industry • MS Industrial Services – Development Capital for a provider of environmental services to oil & gas and utility companies


MAVEN CAPITAL PARTNERS Other offices: Birmingham T: 0121 503 2250 Manchester T: 0161 233 3500 London T: 0207 199 3500

Ewan MacKinnon

Corporate Statement Maven Capital Partners is an independent private equity business, established in June 2009 following a management buy-out by the senior executives of Aberdeen Asset Management’s Private Equity division. Between 2004 and 2009 the team built a stand-alone private equity business within Aberdeen, more than doubling funds under management. Maven manages and advises on over £160m (as at 30 June 2010) across a range of client funds including six VCTs, and provides funding for UK smaller companies typically requiring £2m - £10m of equity or mezzanine finance. With over 100 years' combined investment experience the Maven team is one of the UK’s most active private equity investors, completing 45 transactions and deploying around £100m in capital since 2007. Key Contacts

Gemma Hamilton

Bill Nixon, Managing Partner E: bill.nixon@mavencp.com Andrew Craig, Partner (Central Scotland and Northern England) E: andrew.craig@mavencp.com Jock Gardiner, Partner (Northern Scotland) E: jock.gardiner@mavencp.com

David Milroy

Ewan MacKinnon, Investment Manager (Northern Scotland) E: ewan.mackinnon@mavencp.com Gemma Hamilton, Investment Manager (Central Scotland and Northern England) E: gemma.hamilton@mavencp.com David Milroy, Fund Manager (Central Scotland and Northern England) E: david.milroy@mavencp.com

Scottish Deals & Dealmakers 123


McGRIGORS LLP Glasgow 141 Bothwell Street G2 7EQ

Edinburgh Princes Exchange 1 Earl Grey Street EH3 9AQ

Aberdeen Johnstone House 52-54 Rose Street AB10 1UD

T: 0141 567 8500 F: 0141 567 8401

T: 0131 777 7000 F: 0131 777 7003

T: 01224 377 900 F: 01224 377 901

W: www.mcgrigors.com

Barry McCaig

Anna Brown

John Rutherford

Michael Watson

Services Provided Our main practice areas are Affordable Housing, Banking & Finance, Business Crime & Commercial Fraud, Charities, Competition, Construction & Engineering, Corporate, Debt Recovery, Employment, Energy & Infrastructure, Environment, Facilities Management, Health & Safety, Human Rights, Licensing, Litigation & Dispute Resolution, Maritime, Pensions, Planning, Public Law, Public Policy, Real Estate, Regulatory, Restructuring & Recovery, Tax Disputes & Investigations and Technology & Commercial. Total Staff 96 partners; 370 fee earners; 313 support staff Major deals completed April 2009 – March 2010 • Advised Superior Energy Services Inc. on its recommended £103.5 million takeover of Hallin Marine Subsea International Plc. • Acted for ScottishPower Renewables and Vattenfall to establish a joint venture which successfully bid for rights to develop a windfarm off the Coast of Norfolk as part of the Crown Estate's Round 3 leasing programme. • Advised Valiant Petroleum plc on a £65 million placing of new shares on AIM. Major Clients Standard Life, West Coast Capital, Asda, BP, Lloyds Banking Group, Royal Mail, PSN, Arnold Clark, Scottish Power, Forth Ports, Aegon, Valiant Petroleum, Dana Petroleum, Superior Energy Services, Falkland Oil & Gas Limited, BAA Corporate Statement We see law as a means to an end. It's about understanding the commercial goal you have in mind then finding the most pragmatic way to achieve it. We also believe law is about relationships. We value our reputation as an approachable, trustworthy partner to our clients – and we employ people who think the same way. Our work covers the full range of practice areas and we are specialists in a range of sectors, including energy, infrastructure and regeneration. Our client list includes 35% of the FTSE100 and 40 AIMlisted companies. Key Contacts Barry McCaig Anna Brown John Rutherford Michael Watson Bob Ruddiman

Bob Ruddiman 124 Scottish Deals & Dealmakers

T: 0141 567 8544 T: 0131 777 7064 T: 01224 377953 T: 0131 777 7071 T: 01224 377925

E: barry.mccaig@mcgrigors.com E: anna.brown@mcgrigors.com E: john.rutherford@mcgrigors.com E: michael.watson@mcgrigors.com E: bob.ruddiman@mcgrigors.com


PAULL & WILLIAMSONS Union Plaza 1 Union Wynd Aberdeen AB10 1DQ T: 01224 621621 F: 01224 627437 W: www.paull-williamsons.co.uk Services provided The Corporate Group advises on the whole range of corporate matters including corporate finance, M&A, MBO/MBIs, reconstructions, private equity and venture capital investment as well as banking, upstream oil and gas and IP/IT. The services cover a national and international dimension. Total Number of Staff Firm - 140 Corporate Group – 45

Ken Gordon

Jamie Stark

Scott Allan

Major deals completed April 2009 – March 2010 • Acted for management team in £30m MBO of Amor Group • Advised Lime Rock Partners on growth capital investments in PanGeo Subsea Inc, Silixa Limited and Reelwell AS • Acted for ITS Tubular Services (Holdings) Limited in US$55m growth capital investment by Lime Rock Partners and US$175m credit facility from Bank of Scotland • Acted for Tendeka BV in the acquisition of Middle East well completions business, Flotech Holdings Limited • Advised management and institutional shareholders in sale of Cyclotech Limited • Acted for Subocean Group Limited in a £42m debt and equity fund raising from HSBC and Lloyds Development Capital • Acted for institutional shareholders in £10m MBI of Electro-Flow Controls Limited • Acted for selling shareholders of Aupec Limited in sale to The Parkmead Group plc • Acted for Richard Irvin and Sons Ltd in the acquisition of A.&R. Hepburn (Engineering) Limited • Acted for Nessco Group Holdings Limited in sale of Nessco Limited to Spiritel plc. Major Clients Aberdeen College, Aberdeen FC, Acteon Group, AMEC, ASCO, ATR Group, BP, Balmoral Group, Bank of Scotland, Barclays Bank, CHC Scotia, Clydesdale Bank, Dana Petroleum, EnerMech Group, FirstGroup, HSBC, Hydrasun, Integrated Subsea Services, ITS Group, Lime Rock Partners, Maersk, Maven Capital Partners, Nessco, Noble Drilling, NOV, Petrofac Facilities Management, Royal Bank of Scotland, RWE Dea, Shell, Silverstone Energy, Simmons Parallel Energy, Sterling Resources, Stewart Milne Group, Talisman Energy, Viking Supply Ships, Vroon Offshore. Partners (Corporate Group) Alan McNiven, Gordon Buchan, David Freeman, Lester Cameron, Robin Clarkson, Ken Gordon, Gordon Davidson, Jamie Stark, Bruce McLeod, Scott Allan, John Kennedy, Brian Hemming, Alasdair Freeman, Alasdair Smith.

Bruce McLeod

Key Contacts Corporate – Ken Gordon Banking – Jamie Stark

Oil and Gas – Bruce McLeod IP/IT – Lester Cameron Scottish Deals & Dealmakers 125


PKF (UK) LLP 78 Carlton Place Glasgow G5 9TH T: 0141 429 5900 F: 0141 429 5901

17 Rothesay Place Edinburgh EH3 7SQ T: 0131 225 3688 F: 0131 225 6017

W: www.pkf.co.uk

Services Provided PKF provide a full range of specialised corporate finance services including: Acquisitions, Disposals, MBO/MBI’s, Flotation/Public company services, Due Diligence, Fund Raising, Valuations. Total Staff 8 dedicated partners and 150 staff in Scotland Charles Barnett

Frank Paterson

Jason Condie

Major deals completed April 2009 – March 2010 • Disposal of the investment management business of Lindsays WS to Brown Shipley. • Due diligence on distribution division of IBS-STL U.K. on behalf of John Ritchie Limited. • Due diligence and lead advisory services in relation to the acquisition of Innovation Centres (Scotland) by Lanarkshire Enterprise Services. Major Clients Our clients include public companies, private companies, venture capitalists, financial institutions and government departments. Our private clients vary in size from start-ups to large national groups, but tend to be owner-managed and actively growing across a wide range of industries. Corporate Statement One of the UK's leading firms of accountants and business advisers which specialises in advising the management of developing private and public businesses. Our dedicated Corporate Finance team can be instrumental in business grooming, identifying and negotiating with target businesses or potential acquirers, restructuring, debt fundraising or assisting in the complex process of gaining a listing. We are also experienced in performing independent business review and due diligence exercises, identifying and addressing issues which are key to the funding decision. Key Contacts Charles Barnett: charles.barnett@uk.pkf.com Frank Paterson: frank.paterson@uk.pkf.com Jason Condie: jason.condie@uk.pkf.com

126 Scottish Deals & Dealmakers


scottish business insider Onesixty, 160 Dundee Street Edinburgh EH11 1DQ Switchboard: 0131 535 5555 Fax: 0131 220 1203 ISSN: 0952-1488

Subscribe to Scotland’s leading business magazine Since 1984, Insider has been publishing in depth business information. To keep yourself up to date with the latest business intelligence for only £32.00 per year contact our subscriptions department on 0800 833 761 or fill in the form below and send it to us at: Insider, 160 Dundee Street, Edinburgh, EH11 1DQ Name Title Company Address Postcode Enlose cheque for £32 (tick box)

Tel

or invoice my company Scottish Deals & Dealmakers 127


PRICEWATERHOUSECOOPERS LLP

Corporate Finance • Acquisitions and disposals • LBOs • Business strategy • Debt Advisory • Finance raising • Flotation/Public company issues The Corporate Finance team in Scotland is the financial, strategic and corporate transaction adviser to a wide range of quoted and private companies and management teams. Transaction Services • Buy side and sell side financial, tax, pensions and HR, commercial, strategic and operational due diligence • Bid support and defence • Reporting accountants for public companies • Structuring services • Post deal services Our dedicated Transaction Services team provides due diligence and transaction support to a range of quoted and private companies and to private equity and debt providers. Government and Infrastructure • Advice to the public and private sectors on infrastructure investment and financing • Advice on effective partnered delivery of public infrastructure and services • Financial advice to Government Our clients include both public sector bodies and private sector companies and we have advised on over £3 billion of investment in Scottish infrastructure. Some of the deals on which we advised in 2009/10 • Acquisition of Amor Group by Close Growth Capital for £28m • Astute Class Training Services – Adviser to successful bidder on further financing for £80m services PPP • Financial advisers to Bam, Irish Roads Programme • City of Edinburgh Council – Adviser on the Tax Incremental Financing Scheme for Edinburgh Waterfront regeneration • Comhairle nan Eilean Siar - Financial Advisers to the Western Isles PPP schools project

128 Scottish Deals & Dealmakers

• Commonwealth Games Organising Committee Financial advisers to the Commonwealth Games Glasgow 2014 • Investment in Control Circle by Scottish Equity Partners • Debt restructuring of a global drinks manufacturer • Financial advisers to the Fluor led consortium, Borders Railway Project • Glasgow City Council – Adviser on the Tax Incremental Financing Scheme for Glasgow Buchanan Quarter • Glasgow City Council – Financial advisers for GCC’s Residual Waste Management Project • Debt restructuring of a hotel owner and operator • Sale of IQ Textiles Group (in administration) to Allied Textiles • Acquisition of NWE Southern Cross by Silverstone Energy • New Campus Glasgow Ltd – Financial advisers for the development of Glasgow’s Further Education Super Campus • Sale of Pearl & Dean Cinema by stv Group • Sale of Picsel Technologies (in administration) to Management • Debt restructuring of a commercial property and land owner • Acquisition of Rift Oil plc by Talisman Energy for £115m • Forth Energy - Financial adviser to Biomass Energy Programme • Scottish Enterprise – Adviser on the Tax Incremental Financing Scheme for Aberdeen City Square Project • Scottish Futures Trust - Financial advisers to the Hub Programme • Disposal of Scotvalve Services to Petrofac • Sale of the fabrication division of Sovereign Oilfield Group (in administration) to Global Energy Group • Acquisition of Trident Investments by Shop Direct Group • Sale of Viking Moorings by Inflexion Private Equity to HSBC Private Equity for c £170 million • Weir Group's conditional $200 million acquisition of Linatex • Acquisition of Brogan Holdings by DCC


PRICEWATERHOUSECOOPERS LLP

Frank Blin

David Leslie

Sara Miller

Drew Stevenson

Jason Morris

Alan Barr

Paul Brewer

141 Bothwell Street GLASGOW G2 7EQ T: 0141 355 4000 F: 0141 355 4005

Rod Cameron

Stephen Vere

erskine house 68-73 queen street edinburgh eh2 4nh T: 0131 226 4488 F: 0131 260 4033

Ruth Kynoch

32 albyn place aberdeen ab10 1yl T: 01224 210 100 F: 01224 253 318

Scottish Deals & Dealmakers 129


RITSON SMITH 16 Carden Place Aberdeen AB10 1FX T: 01224 643311 F: 01224 624359 E: admin@ritson-smith.com W: www.ritson-smith.com Services Provided Ritson Smith’s highly experienced Corporate Finance team provides specialist advice on Mergers, Acquisitions and Disposals; MBOs and MBIs; Fund Raising; Due Diligence investigations, reviews and transaction support - complemented by specialists within Corporate & Personal tax; Audit & Accounts; Corporate Recovery & Insolvency; Litigation Support. Total staff 64 Graham Alexander,

Corporate Finance Partner

Major Deals Completed April 2009 - March 2010 • Disposal of Imes Strategic Support Ltd (“ISSL”) to Lockheed Martin UK Holdings Ltd – Ritson Smith acted as Lead Advisors to the vendors • MBI of Walker Technical Resources – Ritson Smith acted as Lead Advisors to the purchasers • Acquisition of A & R Hepburn (Engineering) Limited by Richard Irvin & Sons Ltd - Ritson Smith acted as advisors to the purchasers (financial due diligence)

Niall Farquharson,

Major Clients Read Well Services Ltd, Walker Technical Resources Ltd, , Grayloc Products Ltd, Central Insurance Services Ltd, Unique System (UK) Ltd, Central Investment Services Ltd, Mathers (Inverurie) Ltd, Rotech Holdings Ltd, Schoeller-Bleckmann Darron Ltd, Space Solutions Ltd, Joseph Robertson (Aberdeen) Ltd, Sartor Offshore Aberdeen Ltd, Petrowell Ltd.

Partner

Neil Simpson, Partner

Corporate Statement Ritson Smith aim to be a little bit different. Augmenting our homegrown talent with experienced professionals from the large international accountancy firms has made for a healthy blend of cultures and imported working practices. This together with our partner-lead approach allows us to offer clients a service that incorporates the highest standards of professionalism, expertise and value for money. Key Contacts Graham Alexander, Partner E: ga@ritson-smith.com Niall Farquharson, Partner E: naf@ritson-smith.com Neil Simpson, Partner E: nas@ritson-smith.com David Proctor, Associate Director E: dp@ritson-smith.com

David Proctor,

Associate Director

130 Scottish Deals & Dealmakers


THE ROYAL BANK OF SCOTLAND Contact Telephone Graham Galloway, Managing Director Business & Commercial Banking, Scotland T: 0131 523 8474 Eddie Rintoul, Managing Director Corporate & Institutional Banking, Scotland T: 0141 224 0621 W: www.rbs.co.uk/corporate_banking Services Provided The Royal Bank of Scotland (RBS) provides a comprehensive range of banking and financial services to meet the needs of business & commercial, corporate companies and financial institutions in Scotland. Services include debt provision, cash flow management, buy-in/buy-out investment and financial markets risk management as well as asset, international trade and invoice finance. Our three Corporate Banking offices are located in Edinburgh, Glasgow and Aberdeen; our Business & Commercial Banking offices are in Edinburgh, Glasgow, Aberdeen, Dundee, Kirkcaldy, Grangemouth, Perth, Stirling, Ayr, Paisley, Motherwell, Inverness, Dumfries, Galashiels and Peterhead. Corporate Statement RBS is headquartered in Edinburgh and is a major provider of financial solutions to companies across Scotland, the rest of the UK and globally. Our Corporate, Business & Commercial, Structured Finance and sector specialists are located in regional centres across Scotland and are dedicated to delivering fast, high quality solutions - from standard financing right through to the most complex of transactions. Our Edinburgh dealing room is one of the largest in the UK, outside London, offering a truly global risk management capability right on your doorstep. Service underpins all that we do. We remain committed to providing the highest level of service to all our customers. Major deals completed fiscal year 2009/2010 • Viking Moorings Group Ltd - Undisclosed - SMBO - Joint Lead Arranger Structured Finance, Scotland • OEG Offshore - Undisclosed - Acquisition and Development - Growth Funding Package Structured Finance, Scotland • Working Links (Employment) Ltd - Revolving Credit Facility - Sole Arranger - Corporate & Institutional Banking, Scotland • Euro Environmental Group Ltd - Undisclosed - Acquisition and Working Capital Facility to support buy-out led by Sovereign Capital Partners - Structured Finance, Scotland • BSW Timber Ltd - Undisclosed - Acquisition of Howie Group - Acquisition and Working Capital Facilities - Corporate & Institutional Banking, Scotland • Gulfmark Offshore Inc - Undisclosed - Refinance Package - Corporate & Institutional Banking, Scotland • Eclipse (IP) Ltd - Undisclosed - Expansion Funding - Business & Commercial Banking, Scotland • LFH Engineering - Undisclosed - MBO - Structured Funding - Business & Commercial Banking, Scotland • Shred-it (East of Scotland) - Undisclosed - Lender - Business & Commercial Banking, Scotland • Stafford Fry - Undisclosed - Flexible Funding - Business & Commercial Banking, Scotland

Scottish Deals & Dealmakers 131


THE ROYAL BANK OF SCOTLAND

Kirkstane House, 139 St Vincent Street, Glasgow G2 5JF

Eddie Rintoul

Jim McIntyre

Managing Director, Corporate & Institutional Banking, Scotland

Regional Director, West of Scotland, Corporate & Institutional Banking

Gerry Coyle

Andy Kilgour

Regional Director, Business & Commercial Banking, West of Scotland

Regional Director, Specialist Sectors, Business & Commercial Banking, Scotland

1 Albyn Place, Aberdeen AB10 1BR

Derek Busby Regional Director, Aberdeen & North of Scotland , Corporate & Institutional Banking

Mark Gall

Stuart Roberts

Regional Director, Business & Commercial Banking, North of Scotland

Head of Structured Finance, Aberdeen

Scottish Deals & Dealmakers 133


RSM TENON

160 Dundee Street Edinburgh EH11 1DQ T: 0131 221 8820 F: 0131 221 8821

2-4 Blythswood Square Glasgow G2 4AD T: 0141 272 8000 F: 0141 272 8001

Suite 2B Johnstone House 52-54 Rose Street Aberdeen AB10 IUD T: 01224 562280 F: 01224 562281

E: edinburgh@ rsmtenon.com W: www.rsmtenon.com

E: glasgow@ rsmtenon.com W: www.rsmtenon.com

E: aberdeen@ rsmtenon.com W: www.rsmtenon.com

Services provided Deal origination, early stage exit and growth consultancy, business grooming and exit review, management buy-outs, management buy-ins, corporate acquisitions, corporate disposals, development capital, due diligence investigations, flotations and capital market transactions, transaction tax and acquisition search. Total Number of Staff (Scotland) 280 Kevin Windram

David Holt

Major clients The corporate finance division of RSM Tenon provides a full range of services to growing businesses and entrepreneurs. Corporate statement The corporate finance division of RSM Tenon provides a holistic corporate finance solution to progressive business owners, ambitious management teams and financiers, by adding value and creative input. We are entrepreneurial, pragmatic and commercial and we view each deal as if we are the client. We are not a boutique and our advice encompasses all aspects of transactions including business grooming, transactional tax and financial services. RSM Tenon are a top ten accountancy firm and our aim is to provide a total corporate finance solution to entrepreneurial business owners, ambitious management teams and financiers. Key Contacts Kevin Windram (Edinburgh) David Holt (Edinburgh) John Blair (Glasgow)

John Blair

134 Scottish Deals & Dealmakers


SCOTT-MONCRIEFF Exchange Place 3 Semple Street Edinburgh EH3 8BL T: 0131 473 3500 F: 0131 473 3535

25 Bothwell Street Glasgow G2 6NL T: 0141 567 4500 F: 0141 567 4535

W: scott-moncrieff.com Services Provided Corporate Finance expertise : mergers & acquisitions; disposals; due diligence; flotations; public company obligations; MBOs and MBIs; post-deal support; business valuations; dispute and litigation support; forensic accounting; feasibility studies; strategic business planning; financial projections; help with grants and economic incentive applications and corporate reconstructions. Stewart MacDonald

Gareth Magee

Kay Findlay

Total Staff Over 180 staff, including 8 corporate finance partners and staff, operating from Edinburgh and Glasgow. Through its association with Moore Stephens International, Scott-Moncrieff advises clients in over 90 countries across the globe. Major deals completed April 2009 – March 2010 • Completion of various deals for a range of owner-managed businesses and medium sized organisations • Reporting accountants on several AIM VCT mergers • Lead adviser on acquisition of London based publisher • Lead adviser on Bell & Bain Ltd MBO • Lead adviser on MBO of aquamarine company • Lead adviser on disposal of boutique hotel-estate • Lead adviser on acquisition of motor trade company • Finance raising and various restructuring assignments Major Clients Scott-Moncrieff has a truly diverse client base. From entrepreneurial start-ups, private individuals and owner-managed businesses to large private companies, charitable organisations, public sector bodies and quoted companies. Corporate Statement Scott-Moncrieff is a leading independent professional services firm that provides a range of audit and assurance, business advisory, corporate finance, taxation and consultancy services to a wide range of clients. Our partners and staff deliver high quality professional advice and have an in-depth knowledge and understanding of the issues and challenges faced by businesses and organisations in Scotland’s key industry sectors.

Douglas Hunter

Key Contacts Stewart MacDonald, Partner Gareth Magee, Partner Kay Findlay, Director Douglas Hunter, Manager

136 Scottish Deals & Dealmakers

E: stewart.macdonald@scott-moncrieff.com E: gareth.magee@scott-moncrieff.com E: kay.findlay@scott-moncrieff.com E: douglas.hunter@scott-moncrieff.com


SEMPLE FRASER LLP 123 St Vincent Street Glasgow G2 5EA T: 0141 221 3771 F: 0141 221 3776

80 George Street Edinburgh EH2 3BU T: 0131 273 3771 F: 0131 273 3776

Lowry House 17 Marble Street Manchester M2 3AW T: 0161 638 8770 F: 0161 638 8771

E: info@semplefraser.co.uk W: www.semplefraser.co.uk Services Provided Acquisitions & disposals; capital projects (including secondary/tertiary market and refinancing); commercial contracts; competition; corporate structures; franchising; IP/IT and e-commerce; joint venture and shareholder agreements; MBO’s & MBI’s; partnerships; LP’s and LLP’s; procurement; restructuring/insolvency; share schemes & employee benefits; venture capital, private equity and investment funds. Bill Fowler

Alex Innes

Scott Kerr

Stuart Russell

Total Staff 96 fee-earners (inclusive of Partners), total staff 150 Major deals completed April 2009 – March 2010 • Eden Springs UK Limited – advised Eden, the UK and European market leading bottled water and Point of Use water cooler company, on the acquisition of Hydropure Distribution Limited. • Park Lane Developments – advised Park Lane in a joint venture with Renfrewshire Council to acquire a derelict property to be developed as a mixed use site as part of the regeneration of Paisley town centre, an excellent example of private and public co-operation. • Advising a large family business on a significant share acquisition and restructuring to facilitate succession planning and capital extraction. • Acting for a major UK company in bids for onshore windfarm sites totalling circa 150MW capacity including full legal due diligence and bid process advice. Major Clients Ayrshire Power, Bank of Scotland, Blackrock International Land plc, Braveheart Investment Group plc, Buccleuch Group, Clydeport, Copart Inc, The Carbon Trust, Davis Langdon LLP, Eagle Couriers Limited, Eden Springs UK Limited, Global Gaming Corporation Limited, Healthcare Environmental Services Limited, Lloyds Banking Group, LVMH, Mathiesons Foods Limited, Partnerships in Care, The GT4 Group Limited, George Street Capital Limited, Park Lane Caledonian Group Limited, Peel Group, Royal Bank of Scotland plc, Scotch Malt Whisky Society, Simclar Group, Southworth Development Limited, Standard Life, Steelcase plc, The Glenmorangie Group, Tesco, Toni & Guy, Verisim Limited. Corporate Statement Semple Fraser is a multi-national practice advising clients throughout the UK from its offices in Glasgow, Edinburgh and Manchester. We offer market-leading advice in the areas of banking & finance, commercial property, construction, corporate, corporate recovery & insolvency, employment, environment & pollution, IT/IP, litigation, property finance, planning and tax. We have particular expertise in the following industry sectors: Finance, Construction, Real Estate, Waste and Renewables & Energy. Key Contact Bill Fowler (Head of Corporate) T: 0131 273 3736

Scottish Deals & Dealmakers 137


SPRINGFORDS LLP Dundas House Westfield Park Eskbank Edinburgh EH22 3FB T: 0131 440 5000 F: 0131 440 5001 W: www.springfords.com

Services Provided The team at Springfords is a dedicated Corporate Finance resource focussed on companies within the SME market with enterprise values of £3m - £30m. The principal services provided are debt and equity fundraising, corporate restructuring, acquisitions and disposals advice as well as strategic planning and financial due diligence. The team has extensive experience across a variety of sectors both in Scotland and beyond. Springfords is an active member of the Praxity network. Major deals completed April 2009 – March 2010 • Advised BSW Timber on the acquisition of Howie Group • Structuring, equity and debt fundraising for various funds within the property sector • Advised clients on the acquisition of two pharmacy businesses • Investor instructed due diligence assignments within the leisure, waste management, education and utilities sectors Key Contacts Andrew Ewing, Partner Harry Linklater, Director

138 Scottish Deals & Dealmakers

E: aewing@springfords.com E: hlinklater@springfords.com


STRONACHS LLP 34 Albyn Place Aberdeen AB10 1FW T: 01224 845 845 F: 01224 845 800

Camas House, Pavilion 3 Fairways Business Park Inverness IV2 6AA T: 01463 713225 F: 01463 238177

E: info@stronachs.com W: www.stronachs.com

Services Provided Stronachs focuses on corporate and commercial law, including mergers, funding and employment, and has one of the strongest oil and gas teams in the country as well as providing private client services. Total Number of Staff 110

David Sheach

David Rennie

Major Deals completed April 2009 – March 2010 • Disposal of Minority Shareholding in Global Pipelines (UK) Ltd • MBO of Terex Pumps • Sale of Norson Group • Represented Management team in acquisition of Nautronix Group • Sale of Electro-Flow Controls Major Clients Prominent clients include Centrica Energy Upstream, Petro-Canada, Highland & Islands Enterprise, Aberdeen Asset Managers, Peterson SBS Logistics and Walkers Shortbread. Corporate Statement "Stronachs Focuses on corporate and commercial law including mergers, funding, and employment and has one of the strongest oil and gas teams in the country." Legal 500

Ewan Neilson

Key Contacts David Sheach David Rennie Ewan Neilson

Scottish Deals & Dealmakers 139


WEST OF SCOTLAND LOAN FUND London Road Centre London Road Kilmarnock KA3 7BU T: 01563 554603 F: 01563 576238 E: fundmanager@wslf.co.uk W: www.wslf.co.uk

Services Provided The West of Scotland Loan Fund provides loan finance up to £50,000 to ensure good commercially viable proposals do not fail through a lack of finance or security. The fund is targeted at small and medium sized businesses demonstrating growth potential.

Andrew Dickson Fund Manager

Bryce Weir

Business Adviser

Total staff 15 located across the west of Scotland on a decentralised area office basis. Major deals completed April 2009 – March 2010 • Lochaven International Ltd • D & J Murray Ltd • Sercon Support Services Ltd • Alit Glass Structures Ltd • J N MacDonald & Company Ltd • P Lipton & Sons Ltd • The Electric Heating Company Ltd • Pastdue Credit Solutions Ltd Major Clients The West of Scotland Loan Fund provides loan finance to new and existing businesses in the start-up and growth phases of their development. Corporate Statement The West of Scotland Loan Fund works closely with the major clearing banks to help ambitious new and existing businesses complete their funding package. Key Contacts West of Scotland Loan Fund Ltd Andrew Dickson, Fund Manager T: 01563 554603 Bryce Weir, Business Adviser T: 01563 576544

Scottish Deals & Dealmakers 141


WYLIE & BISSET 168 Bath Street Glasgow G2 4TP T: 0141 566 7000 F: 0141 566 7001 E: info@wyliebisset.com W: www.wyliebisset.com Offices in Ayr & Oban

Services Provided MBO’s, MBI’s, Due Diligence, Business Sales & Purchases, Financing, Management Information, Business Planning, Consultancy, Business Valuations, Business Recovery, Insolvency and personal debt advice services. Personal & Corporate tax planning, VAT, Audit & Accountancy services & Financial Services. Ross McLauchlan

Total Number of Staff 100 staff plus 8 partners Major Deals completed Fiscal 2008-2009 • Various diligence, consultancy and investigation exercises.

Allister Gray

Major Clients Operating primarily with the owner-managed business but with a strong presence within the public sector. Specialist industries for which we act include charities, education, healthcare, retail, printing, agricultural, hospitality & food production. Corporate Statement Wylie & Bisset LLP is one of Scotland’s longest established, larger independent firms of chartered accountants providing a full range of services to private and corporate clients. Our corporate finance team are a dedicated group of partners and professional staff who are committed to delivering solutions that will grow and add value to our clients’ businesses.

Lorna Wyllie

Partners Tom McGuire, Ross McLauchlan, Allister Gray, Barry Law, Donald McKinnon, Lorna Wyllie, Jenny Simpson, Andrew Cowling Key Contacts Ross McLauchlan Allister Gray Lorna Wyllie

142 Scottish Deals & Dealmakers

E: ross.mclauchlan@wyliebisset.com E: allister.gray@wyliebisset.com E: lorna.wyllie@wyliebisset.com


Jane Wylie Roberts, MD Stafffinders

B7 BUZZ It’s amazing how quickly it has become the “For me, Business7 is

business paper we all talk about.

invaluable for keeping me bang up-to-date with all the business news I need. It is concise, optimistic and covers a broad range of industry sectors. It’s amazing how quickly it has become the weekly business paper we all talk about! Keep up the good work.”

Become a part of the Business7 Buzz. To find out where to get your free weekly copy contact the distribution team T - 0141 309 3894 or distribution@business7.co.uk. To advertise T - 0131 535 5500 or sales@business7.co.uk


144 Scottish Deals & Dealmakers


events 2010

CALENDAR

DEALS & DEALMAKERS AWARDS 1st September, Hilton Hotel, Glasgow

SCOTTISH GREEN AWARDS 30th September, Science Centre, Glasgow

SCOTTISH LEADERSHIP AWARDS 7th October, Grand Central Hotel, Glasgow

SCOTTISH RETAIL AWARDS 19th October, Crowne Plaza Hotel, Glasgow

INSIDER & SCOTT-MONCRIEFF SME300 AWARDS 25th November, Radisson Hotel, Glasgow To buy tickets or discuss sponsorship opportunities contact Michele Aaen t 0141 309 1438 e maaen@insider.co.uk To view all event websites, visit www.business7.co.uk/business-events

Scottish Deals & Dealmakers 145


146 Scottish Deals & Dealmakers


INDEX TO DEALS TABLES PRINCIPAL PARTIES ONLY

Organisation

Page no.

Organisation

Organisation 110 Sport Group 2009/2010 Regent Capital St Andrew House Syndicate, The A A&F Howland Wycombe A&R Hepburn (Engineering) Aberdeen Asia-Pacific Income Fund Aberdeen Asset Management Aberdeen Asset Managers Aberdeen City Council Aberdeen Furnishings Aberdeen Mechanical Services Abermed Accent Telecom UK Access for Wigan Adam & Company Add Energy Group Admiral Group Advantage Property Income Trust Aetema Zentaris Airchannel Aircraft Medical AJP Insurance Al Fahim Asia Associates Aleron Subsea Alliance & Leicester Alliance Pharma Allocate Software Ambrian Capital Amoco UK Exploration Amor Group Anheuser-Busch InBev Apex Generators Apex Healthcare (GB) Applied Language Solutions Applus RTD UK Appshare Aquidata Excel JV Ardana Bioscience Argent Energy Argent Energy Group Aria Networks ARKeX ASCO Group ASCO Holland ASCO Marine Ashley House Aspire to Golf Associated Dental Practices AtlasConnect ATR Engineering ATR Group ATR Holdings Aupec Avacta Group Aviemore Highland Resort (Retail) AW Jenkinson (Forest Products) Awilco Arctic II Awilco Arctic IV

Page no.

Organisation

68 92

40 57 85 21, 53, 86, 74 21 87 23 40 48 40 67 85 46 37 43 39 55 37 57 44 29 78 69, 77 74 77 51 21 45 49 36 78 48 70 50 39 43 43 78 72 69 69 39 72 39 23 56 54 74 54 48 57 42 79 29 29

Page no.

Awilco Drilling Awilhelmsen AWS Ocean Energy Axis-Shield B B1 Medical Babcock & Brown Babcock & Brown European Infrastructure Fund Baco Consumer Products Baker Hughes Baker Hughes (Malaysia) Balfour Beatty Bango Barash (Chemists) Barbers Pole, The Barracuda Group Baxi Baxi Group Baxters Food Group BeCogent Berry Bros & Rudd BG Group (UK) BG Healthcare BigDNA BioVex Blackstone Group Blue Cross Travel Services Bluecube Rentals BMC Software Borders Rail Group Borelli Tea Holdings Bow Valley Energy Bowleven Boydslaw 103 BP Braemar Mountain Sports Braveheart Investment Group BrewDog Brightsolid Bristol Street First Investments British Thornton ESF Broadview Energy Generation Brogan Holdings Brook Pharmacy Broomhill Nursery Brown Shipley & Co BSP Timber BSW Timber BTG Investments Buchan Braes Hotels BVG Associates C C&C Group Cairn Energy Cairn Energy Hydrocarbons Cairn India Caledonian Logistics Caledonian Petroleum Services Caledonian Plant Maintenance

Page no.

29 29 77 37

69 22 22 52 37 37 65 76 52 49 87 58 45 89 90 55 43 21 77 72 49 48 41 47 38 54 36 43, 67 53 43 28 39 67 56 53 40 87 50 51 92 46 21 48 68 28 21 45, 90 47 90 47 88 58 88

Scottish Deals & Dealmakers 147


INDEX TO DEALS TABLES PRINCIPAL PARTIES ONLY

Organisation

Caledyne Callcredit Information Group Camvo 177 Cantono Cantono Data Centre Services Capita Group Capita Symonds Capital Angels Property Fund Capital Copiers (Edinburgh) Capital Pub Company, The Capsoft UK Carillion (AMBS) Carrbridge Hotel Carrs Milling Industries Cascade Technologies Cashcade Cayenne Trust, The Cazenove Capital Holdings CDW Celeris Engineering Celestica Central Pharmacy Centrica CHAMP Venture Pty Charles River Clinical Services Edinburgh Charterhouse Capital Partners Charterhouse Nadia Cheshire Cavity Storage Group Chime Communications Church House Trust Cinven Circor International City Property Glasgow (Investments) City Technical Services (UK) Clansman Dynamics Clansman Dynamics Employee Benefit Trust Claymore Investments Clearcourt Codilink UK Colliers CRE Combination of Rothes Distillers Completion Products Compound Semiconductor Technologies Global Connect CNDR Consort Healthcare (Fife) Containental Offshore Contract Furnishing Services (Aberdeen) Control Circle Controlgear Direct Conygar Investment Company, The Cooltime Engineering Services Co-operative Group Co-operative Pharmacy Corovest Fund Managers (UK) Cove Energy CPP Investment Board Real Estate Holdings Critical Skills Group CSC Crop Protection CSP Holdings (UK)

148 Scottish Deals & Dealmakers

Page no.

92 50 36 39 39 54 54 28 48 36 48 47 85 88 87 42 67 54 85 28, 51 54 43 45, 90 50 38 42 42 42 76 53 43 46 92 36 23 23 23 51 67 71 69 86 53, 65 68 65 41 23 79 36 43, 70 58 41, 46 46 47 79 52 47 36 47

Organisation

Cults Hotel Cumbria County Council CXR Biosciences D Dalglen (No. 1150) Dana Petroleum David Harrison Property Davidson & Wilson Dawson International DC Thomson & Co DCC De Dietrich Remena Group Department of Education Deritend Industries Devondale Investments DH Peebles DH Westfield Diagnostic Monitoring Systems Digimis Direct Data Services DMWSL 613 dns Documetric Doig & Smith Doig & Smith Surveyors Dometic Holdings Duddingston House Properties Dunfermline Autocentre E E.ON UK East Coast Precision Easy Date Easy Date Holdings E-commera Holdings Edan Communication Solutions Eden Springs UK EDF Energy Edinburgh Dragon Trust Edrington Group, The Electro-Flow Controls Elementary Property Company, The EME Furniture Empresaria Group EnCore Oil EnCore Petroleum EnCore SNS Endeavour Energy UK Energen Biogas Enermech Holdings Engineering Renewables Enviroco EnvironCom Enviros Group Euro Environmental Group Euronete (UK) Euronete Productor de Redes de Pesca Excel Industrial Systems Exova (UK) EXS Subsea

Page no.

88 68 73 22 36, 65 41 39 43 56 50 45 66 76 44 41 45 37 56 74 42 50 71 54 54 89 41, 45 53 36 58 91 91 73 89 50 42 53 55 24 52 40 65 43 44 43 45 72 36 21, 66 38 77 47 24 40 40 50 48 23


INDEX TO DEALS TABLES PRINCIPAL PARTIES ONLY

Organisation

F F&C Commercial Property Trust F&C Private Equity Trust Fairfield Energy Falkland Oil and Gas Fanuc UK Service Faroe Petroleum (UK) FCPT Holdings Fidelity Plant Hire (Scotland) Firhill Developments First Island Trustees First Oil Expro First People Solutions Group First Scottish Group First Scottish Searching Services Fletcher Shipping FloTech (Holdings) Forfab Four Capital Partners Freebird Partners Friends Reunited Group Fugro Holdings Funeral Services Partnership G G&B Road Markings G&S International Galleon Holdings GB Oils General Robotics Genesis Consulting Gist Gladedale Holdings Glasgow City Council Glasgow Healthcare Facilities Glasgow Indigo Hotel Glencairn Lodge Nursing Home Global Construction (Scotland) Global Energy (Holdings) Goals Soccer Centres Golf North Golf Range Products Goodhart Partners Gordon & McLoughlin Transport (Salsburgh) GrainCorp Grampian MacLennan Distribution Services Greater Glasgow Health Board Green Compliance Green Marine Greenbelt Holdings Greencore Water GTO Resources Guanabara Holdings Guardian Media Group Gulfmark North Sea GZ Digital Media H H&S Openshaw Hallin Marine Subsea International Hammars Hill Energy

Page no.

48 74 51 66, 73 91 44 48 49 74 68 45 56 69 44 85 46 58 74 40 56 46 23 55 55 67 46, 50 46 42 55 88 92 75 29 37 57 58 67 39 66 21 45 49 89 75 75 55 71 56 69 68 21 91 55 42 53 75

Organisation

Page no.

Hammerson (Silverburn) Hampshire County Council Hans Place Practice Hanson Westhouse Holdings Harlen Fabrication Hart Builders (Edinburgh) Hawick Cashmere Company, The Helius CoRDe Helius Energy Helix Energy Helix Energy Solutions (UK) Helix RDS HFS Liquid Waste Highland Spring Hilton Rehabilitation HIMOR Group Holsco Home Delivery Network HotDocs Howie Group Howie of Dunlop HSBC HSBC Infrastructure Investments HSBC Investment Bank Holdings Hume Financial Services Hunting Hunting Energy Services (International) Hydropure Distribution I IBS-STL UK Imes Strategic Support Imes Strategic Support Impact Holdings (UK) Impact Solutions Group Inflexion Private Equity Inkopo Instock Disposables Intense Interactive Design Institute Interactive Digital Entertainment Group Intercede (Scotland) 1 Interserve PFI 2005 Intrum Justitia Invec Invec Solutions Iomart Group Iris Technology iSoft Group ITS Group ITS Tubular Services (Holdings) ITV J Jackson Fuels Jaltek Systems James Finlay James Fisher Nuclear (Holdings) Jasmine Property Investments Jazz FM Investments JMC Healthcare JO Hambro Capital Management

52 75 21 41 56 45 91 69 69 37 37 37 38 56 37 53 47 45 48 23, 48 23 22 65 37 58 51 51 50 51 40 52 40 22 39 40 53 66 91 24, 51 66 22 54 54 38 38 92 71 88 56 46 38 54 44 29, 49 21 46 47

Scottish Deals & Dealmakers 149


INDEX TO DEALS TABLES PRINCIPAL PARTIES ONLY

Organisation

John G Russell Transport John Ritchie John Wood Group Johnston Metals Johnston Recycling JP Morgan Chase & Co JR Industries Justice Support Services (Norfolk and Suffolk) JWR Holdings K K3 Business Technology Group Kier Project Investments Knighstswood Residential Home for the Elderly Knowledge Reservoir L La Francaise des Jeux Lab21 Lab901 Labtech Services Latent Laverock von Schoultz Leiths (Scotland) Lewden Metal Products Lewis LexisNexis LFH Engineering Liberty Acquisition Holding (International) Lindsays Lion Capital Holdings Litcomp Lloyds Pharmacy Local Radio Company, The Lockheed Martin UK Holdings Loire Valley London Tea Company, The Lucite International Group Lyceum Capital Partners M M&M Roadsurfacing Macdonald Hotels and Resorts MAN Truck and Bus Manor Oak (HMG) Manse Manse Developments Mansefield Holdings Marine Subsea Marine Subsea UK Maritime Services Centre Ijmond Group of Companies Marque Creative Masstock Arable (UK) Mathiesons Bakeries Maven Capital Partners Maven Capital Partners UK Maxxium UK MB Aerospace MB Faber McKinnon & Clarke McLeod Russell Group Medichem International (Manufacturing) 150 Scottish Deals & Dealmakers

Page no.

52 51 38, 51 37 37 55 52 78 56 56 78 36 21 57 37 69 41, 58 46 57 40 36 55 48 24 46 46 49 77 43 21 40 85 75 38 24 40 42 49 50 66 66 57 45 45 69 51 36 68 23, 49 21 88 44 44 24 54 42

Organisation

Melrose Resources MESL Holdings Metro Lodge MGB Biopharma M-I Drilling Fluids Mitie Group Mitsubishi Rayon Co Money Dashboard Monumental Games Morpheus Medical (Management) Motivair Compressors Moulded Foams Mountgrange Mountwest Petroleum Engineering Mountwest Services Mpathy Medical Devices Mtivity Multi Units Munich Re N NB Real Estate Group Neolab Neptune Scotland Holdings Nessco Nessco Group Holdings Network Bird Neumann International NEW Southern Cross (UK) NHS Fife Ningxia Zhongyin Cashmere Co No. 1 Control Systems Nor Energy Nor Energy (UK) Norfolk Police Authority Norscot Truck and Van Northern venture Trust Norwest Energy O Oceanteam Oceanteam Subsea Services OEG Offshore Offshore Container Holdings O'Hare & McGovern OIL Engineering Oilfield Material Management Omega Diagnostics Group Optimus (Aberdeen) Orangina Schweppes Group Outdoor Store, The Oval Oval Insurance Broking P P&L Systems Palace Hotel (Peterhead) Palmer Capital Partners PanGeo Subsea Paradigm Group Paradigm Oilfield Services Paragon Efficiencies

Page no.

68, 89 87 86 29 49 70 38 72 72 37 55 90 42 86 86 66, 77 66 73 37 54 79 50 57 57 52 70 39 65 43 40 39 39 78 49 48 39 23 23 41 41 66 58 90 71 86 49 28 57 57 52 86 66 68 47 47 72


INDEX TO DEALS TABLES PRINCIPAL PARTIES ONLY

Organisation

Park Resorts Group Parkmead Group, The Partick Thistle Football Club PartyGaming Patron Capital Partners Patron Sports Leisure Pavitt Energy Pearl Group, The Pennant Walters Pentagon Chemicals (Holdings) Petit Paris Petro Ventures International Petrofac Petrofac Facilities Management Petrofac Management International Petronas International Corporation Pharmaceutical Profiles Group Pharmacy Care Plus Phase 1 Clinical picoChip Designs Picsel Group Picsel Technologies Pinnacle Telecom Group Pipeline Engineering & Supply Co Plasmatec Laboratory Products Plymouth Argyle Football Company (Holdings) PMP Consultancy Portsmouth Football Club Powerleague Group Powerlines Powervation Premier Energy & Water Trust PrismTech Group Private & Commercial Finance Group Prodrill Engineering Proteus Global Solutions Proven Energy PWB Health Pyreos Q Quayle Munro Holdings Queens Cross Housing Association Quotient Bioscience R Rainbow (Aberdeen) Rainbow Sports Bar Ramco Energy RapidSwitch RBS Asset Management RBS Sempra RBS Wealth Management Reactec ReactivLab Rectory Park Properties Red Spider Technology RegEnergys Reliance Norfolk and Suffolk PFI Renold Retail Property Holdings

Page no.

90 48 74 42 49 49 36 46 90 75 85 44 57 54 54 47 38 51, 52 38 73 49 49 40, 54 46 37 41 42 44 49 38 68 91 75 69 23 38 72 70, 71 67 50 91 38 91 57 65 38 53 55 53 73 57 88 79, 89 44 78 73 52

Organisation

Page no.

Richard Irvin & Sons RM Fraser (Services) Roko Ross & Bonnyman Roy Burnett Discretionary Trust, The Royal Bank of Scotland Group, The Royal Bank of Scotland, The RWE Dea RWE Dea SNS RWE Npower Renewables (Markinch) Rwenzori Tea Investments S Sainsbury's Supermarkets Sandwell LIFT Project Company (No 2) Sandwell Metropolitan Borough Council Save & Invest Group Savile Group Scotgold Resources Scotia Oilfield Training Scottish & Southern Energy Scottish Enterprise Scottish Equity Partners Scottish Resources Group ScottishPower Renewables (UK) Scotvalve Services SeaEnergy Seafood Holdings Secureworks Holding Corporation Seletar Shipping Sempra Energy Shanahan Engineering Shanks Waste Management Shaw Water Engineering Sigma Offshore Silixa Silkwater Holdings Silverburn Shopping Centre Silverstone Energy Sinclair Knight Merz Sinclair Knight Merz (Europe) Skelmonae Windfarm Skipton Building Society Smaller Companies Value Trust Solwise Telephony Sorex SOS Pte Southampton City Council Southampton Football Club Southampton Leisure Holdings Sovereign Dimensional Survey Sovereign Oilfield Group Sovereign Reversions SovGem Spark Energy Specific Market Solutions SPH (Scotland) Spiritel IP Communications Spitfire Consultancy Spitfire Group Holdings

57, 92 37 57 52 54 55 85 43, 44, 45 44 89 54 41 73 73 58 74 78 36 39 56 47 92 75 54 71 42 50 39 55 51 72 65 67, 76 79 49 52 39 47 47 87 50 85 54 52 48 75 42 42 58 23, 41, 58 69 41 76 58 44 57 52 52

Scottish Deals & Dealmakers 151


INDEX TO DEALS TABLES PRINCIPAL PARTIES ONLY

Organisation

SPL Powerlines UK SSE Telecommunications St Annes Pharmacy Stable Holdings Stable Leasing Stable Services Stagecoach Group Standard Life Starworks London Steminic Stephen Gillespie Consultants Sterling Resources (UK) Stirling Park STL Distribution Stobart Biomass Products Stobart Group Stratic Energy (Developments) Submersible Technology Services (Holdings) Subocean Group Subsea 7 Subsea Technologies Suffolk Police Authority Suntory Holdings Superior Energy Services Sutherland Professional Funding Sword Group Sword Pragma Sword Real Time T Taylor Wimpey Tayside Flow Technologies TDB (Aberdeen) Tec Group International Recruitment Tendeka Terex Powertrain Terisco Tesco Property Finance 1 Tesco Property Finance 2 Tett Hamilton & Co Third Eye Design London Thistle Street One Thomson Litho Holdings Thornhill Holdings Threadneedle Investments Threadneedle Strategic Property Fund IV Threesixty Services Tideway Systems Todd & Duncan Toledo Mining Corporation TOM Vehicle Rentals Touch EMAS Town & County Motors Transmission and Distribution Group Trident Investments Tristel TS Marine (Contracting) TSMarine (Contracting) Singapore TSMarine Pty Turner & Co (Glasgow) TVL Consortium 152 Scottish Deals & Dealmakers

Page no.

38 39, 56 52 47 47 47 76 58 51 78 57 44 22 51 79 79 45 50 76 85 55 78 49 53 52 21 21 21 87 79 54 56 46 24 36 86 89 57 51 21 55 54 28 28 58 47 43 70 56 76 50 37 45 42, 74 45, 50 50 50 41 75

Organisation

U Uberior Co-Investments Uberior Infrastructure Investments (No 4) UK Commercial Property Trust UniRisX UNITE United Malt Holdings University of Glasgow V Valad Capital Valad Property Group Valiant Petroleum Vamosa Vattenfall Venture Production Vero Software Vertec Engineering Vertu Motors Viking Moorings Group Virgin Money Holdings UK Virtensys Vitol E&P Vitruvian Partners Vitters Shipyard W Walker Technical Resources Walls & Futures Walls & Futures (GP) Waverley Housing Weatherford International Welltonic West End Business Systems West Sussex County Council WestLB Mellon Westway Cooling Wey Bridging Wichford Wichford Property Management Wigan Metropolitan Borough Council William Grant & Sons Distillers WJ Harte Construction WOMA (UK) Wood Group GTS Wood Mackenzie Wood Mackenzie Holdings Woodside Power Generation Woollard & Henry Holdings Woollard & Henry Holdings Employee Benefit Trust WR Estates Wrap Film Systems Y Yasuak Kagami Z Zenith Oilfield Technology Ziebel Ziebel UK Zinwave

Page no.

41, 46 78 72 22 37 49 37 86 86 39, 71 70 75 45 76 41 53 22 53 70 43 50 55 22 28 28 87 40 51 48 75 21 22 77 70 47 67 88 55 28 51 42 41 49 58 58 53 52 41 47 21 47 78


t: 0141 309 3894 e: distribution@business7.co.uk


DEVELOPMENT WORKING FOR SCOTLAND INVESTMENT Scottish Enterprise is committed to supporting growth among Scotland’s most ambitious companies and helping to improve the business environment they operate in. We know that despite challenging conditions many companies operating in Scotland’s key industry sectors still see prospects for their businesses to grow. They know they may need to adapt their plans, apply some creative thinking or expand their market focus. Where these companies show a determination to succeed, we will be ready and able to help them achieve that ambition. And for companies who may find it difficult to see a way through the current conditions, we will provide direct support and guidance to help them address the challenges they are facing. Detailed information on our range of services is available by calling our helpline on 0845 607 8787, or by visiting our website at www.scottish-enterprise.com

Scottish Enterprise

Scotland’s main economic development agency Scottish Enterprise, Atrium Court, 50 Waterloo Street, Glasgow, G2 6HQ www.scottish-enterprise.com


DEALS & DEALMAKERS 2010