Corporate Finance Deals

Corporate Transactions 2006

 


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Acted for Star Broadband Limited on the acquisition of International Telcell Limited.  
Acted for Select Appointments (Holdings) Limited on the purchase of 70% of a group of 3 recruitment companies, trading under the name "Armadillo UK", by Albemarle Interim Management plc, a subsidiary of Select, for cash and with the rest of the shares subject to put and call options.

 
Acted for Arqiva Limited on the acquisition from BT of the full-time service components of its Satellite Broadcast Services business for £25 million cash.

 
Advised Greener Solutions Group on the Investment by the Trapezia Fund (managed by Stargate Capital Management Limited) into Greener Solutions Group Limited, valuing Greener Solutions at £10,000,000 pre fundraising.

 
Advised Plumbworld on their £10 million sale to Grafton Group plc.  
Advised Trafalgar Asset Managers and other hedge funds on the $80 million takeover of AIM listed Global Oceanic Carriers Limited and related financial arrangements.

 
Acted for Trifast Plc on their acquisition of a controlling stake in Techfast.  
Acted for The Club Company on the £95 million sale of this golf course owning company.  
Acted for Howle Holdings on the takeover by Elektron Plc.  
Advised New East Village Properties Limited on their joint property venture with City Lofts Group.

 
Advised Abacus Group plc on the Acquisition of French company Axess Technology SAS.  
Acted on the sale of Domo Limited for a mixture of initial and deferred consideration up to a maximum of £18million to Cobham PLC.

 
Advised Allinity Limited on the sale of the company to sale to Compel Group plc.  
Acted for FTH Corvette-Telecom Limited on their investment in the company.  
A team from Charles Russell has advised the sellers on the disposal of the entire issued share capital of Equazen Nutraceuticals Limited to Galenica UK Limited.

 
Advised PKL Holdings Plc on the tender offer by the principal shareholders for the shares not held by them.

 
Advised The Club Company on the £95m sale of this golf course owning company.  
Advised Trafalgar Asset Managers and other Hedge funds on the takeover of AIM listed Global Oceanic Carriers Limited and related financial arrangements.

 
Advised Howle Holdings on the takeover by Elektron Plc.  

Acted for Canaccord Adams Limited on the placing for US software company 121 Media Inc which raised £1.5m.

 

 

Advised Canaccord Adams Limited by way of an accelerated Bookbuild for diamond exploration company, Sierra Leone Diamonds Limited to raise £13.8m.

 

 

Advised Canaccord Adams Limited on a placing for AIM listed environmental services company TEG Environmental Plc to raise £7.5m before expenses.


 

Advised Origo Sino-India Plc on its admission to AIM and the placing of shares, raising approximately $25m for the company.

 

 
Acted for ProKyma Technologies Limited, a diagnostics company, on its seed round investment from Rainbow Seed Fund.

 

Acted for the owners of planning consultancy Boyer Planning Limited on the sale of the Company to Imperial Estate Agents Limited with completion 31 December 2006.

 

 
Acted for PLUS market traded Ivy Medical Chemicals plc in relation to its placing of 2,800,000 ordinary shares to raise £700,000.


 

Advised Insinger de Beaufort, a TSX/Frankfurt listed Canadian gas company, in respect of a placing for West Hawk Development Corporation which raised £7.2m.

 

 

Advised Canaccord Adams on a placing by way of an accelerated Bookbuild for AIM listed Subsea Recources Plc to raise £7.8m before expenses.

 

 

Advised Canaccord Adams on a placing for AIM listed Gemfields Recoures Plc to raise £3.2m before expenses.

 

 

Acted for Kalimantan Gold Corporation Limited on the admission to AIM of this TSX Venture Exchange listed exploration company, which has interests in two exploration projects in Kalimantan, Indonesia.

 

 

Advised Canaccord Adams and CIBC World Markets Inc in connection with the admission to AIM of Redline Communications Inc. Redline is a leading provider of broadband wireless systems and proprietary wireless infrastructure equipment. Redline has raised £13m through the Placing.

 

 

Advised WH Ireland Ltd on a secondary placing on AIM of shares in Xtract Energy plc raising £6m, enabling the company to further develop its existing oil shale technology and for working capital purposes.

 

 

Advised WH Ireland Ltd on a further secondary placing on AIM for Cambrian Oil & Gas plc to raise £4.55 m.

 

 

Advised Vedior’s subsidiary, Albemarle Interim Management plc, on its acquisition of Spring of Excellence Limited. Vedior, a Dutch-listed company, is one of the world's largest recruitment companies and is a full-service recruitment provider with a diversified portfolio of brands targeting a broad range of industry sectors. Albemarle acquired a 70% shareholding in Spring of Excellence Limited and has options to increase its holding.


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Advised Vedior’s subsidiary, Select Appointments (Holdings) Limited, on its acquisition of Digby Morgan Consulting Limited. Vedior is a Dutch-listed company, one of the world's largest recruitment companies and is a full-service recruitment provider with a diversified portfolio of brands targeting a broad range of industry sectors. Select acquired an 80% shareholding in Digby Morgan Consulting Limited and has options to increase its holding.

 

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Acted for Howard and Ellen Bowsher on the disposal (effective 4 December 2006) of Bowshers Pharmacies to E Moss Limited.

 

 

Acted for Canaccord Adams on the £125million acquisition by AIM listed Oriel Resources Plc of IPH Polychrom BV which is building a chrome smelter and an investment in Oriel of $100million and which together constituted a reverse take-over. This transaction is subject to shareholder approval.

 

 

Acted for the vendors of the entire issued share capital of Time Pharmacy Limited in connection with the sale of the company to E Moss Limited.

 

 

Acted for the Hudson Group on the disposal of its UK Executive Search Business, and its executive search businesses in the US, Australia and Canada, to Heidrick & Struggles International for a total consideration of $51.6 million.

 

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Acted for the Flodrive Group and its joint venture partners on its acquisition of the hotel and pub businesses operated from 250 properties from hotel and pub operator London & Edinburgh Swallow Group.

 

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Acted for the shareholders of Genchem Holdings Limited, a privately owned shipping service provider, on the sale of the entire issued share capital of Genchem to Clarkson Plc. Clarkson Plc is one of the worlds leading shipping service groups.

 

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Acted for the owners of Rapidol Limited and Rapidol International Limited in relation to the sale of their South African hair colourant and hair care product business and the related trade mark and IP sale.

 

 

Advised Jefferies International Limited on the flotation of Gasol Plc and placing to raise £3million.

 

 

Advised CDC Group Plc, as a significant shareholder in the flotation of Platmin Limited on AIM and its associated £21.6m fundraising.

 

 

Acted for Mwana Africa Plc on a subscription for shares in ASX and AIM listed Australian company, Gravity Diamonds Limited.

 

 

Advised WH Ireland Limited on a Fast Track admission of Investika Limited, an Australian listed company in the mining finance industry, to AIM.

 

 

Acted for WH Ireland Limited on a secondary placing on AIM for Cambrian Oil & Gas plc to raise £1.5million.

 

 

Acted for the seller of the wine merchant business, Milton Sandford
Wines
, to Cave of Wines Limited.

 

 
Advised African Consolidated Resources plc which has gold and platinum assets in East Africa in its Aim listing and fundraising to raise £4m. Williams de Broe are the Nomad and broker.


 
Advised Intermap Technologies Corporation, a Toronto listed company which creates and licences precision digital elevation maps and remote sensing-based map products, on a Fast Track Admission to AIM.

 

 

Advised Canaccord Adams Limited on a reverse takeover by Equator Group Plc of Hand Made Holdings Limited (owner of an extensive film library) for a consideration of £14.75million and a placing which raised £10million (gross).

 

 

Acted for Canis Media Channels Limited on its sale of 100% of the issued share capital of UK Direct Shopping TV Limited to Vector Direct Limited. Canis Media Channels Limited operates the television channel MyPhone.TV which is broadcast on digital satellite television to over 8 million UK homes.

 

 

Advised Dutch listed recruitment group Vedior NV's subsidiary Select Appointments (Holdings) Limited on its acquisition of the business of model agency MOT Models.

 

 

Advised Bibby Financial Services Limited, a company that provide cash flow solutions for businesses, on its purchase of Factoring UK Group Limited.

 

 

Acted for Arian Silver Corporation Limited on its reverse take over of Hard Assets Inc by way of merger on re-admission Arian Silver Corporation had a market capitalisation of £24m.

 

 

Acted for Cape Lambert Iron Ore Limited on a Fast Track AIM Admission for an Australian company listed on the ASX.

 

 

Acted for Canaccord Adams on a placing by AIM and TSX listed Southern Era Diamonds to raise £6.6m.

 

 

Advised Dutch listed recruitment group Vedior NV's subsidiary Albemarle Interim Management plc on its acquisitions of recruitment companies Walker-Cox Limited and Food Manufacturing Consultancy Limited.

 

 

Advised AIM listed mining, exploration and development company Mwana Africa Plc on its underwritten placing which raised approximately £43.5m.

 

 

Advised Dutch listed recruitment group Vedior NV's subsidiary, Select Education Plc, on its acquisition of 85% of the shares of Special Agent Limited (a UK based provider of temporary and permanent recruitment services in the educational administration and public sectors), with put and call arrangements over the remaining share capital.

 

 

Acted for Immedia Broadcasting plc on its acquisition of The Cube Group of Companies Limited, a provider of instore audio and audio visual programming for a consideration of approximately £2.43million (subject in part to certain targets being met).

 

 

Advised Chaco Resources Plc the oil and gas explorer and developer focused in South America, on its admission to AIM and Placing of 26,666,667 new ordinary shares.

 

 

Advised Canaccord Adams on a £84m (US $155m) share placing for AIM-listed European Nickel PLC. The funds raised will provide funding for the development of the Company’s Çaldað nickel project in western Turkey (the “Çaldað Project”) and to provide working capital for the European Nickel group.

 

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Acted for fully listed Morgan Sindall plc on its acquisition of the entire issued share capital of Gleeson MCL Limited, the construction & buildings part of the MJ Gleeson Group, for £23.3 million, subject to adjustment based on final net assets at completion.

 

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Advised the owners of the 2nd Byte Group of companies, providers of used car advertising and related marketing services to car manufacturers and their franchised dealer networks, in respect of the sale of the Group to the Trader Media Publishing Group.

 

 

Advised Canaccord Adams and JPMorgan Cazenove on the conditional placing of 200,000,000 shares in Aricom PLC, raising £90 million before expenses, which was conducted through a bookbuilding process on 21 March 2006.

 

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Advised India Outsourcing Services plc on its £3 million share placing and readmission to AIM. India Outsourcing plc seeks acquisitions and investment opportunities the business process outsourcing industry, primarily in India.

 

 

Advised Charles Stanley Securities in connection with the admission to AIM of Invocas Group plc, a Scottish company that provides debt solutions to consumers, and the placing of 8,566,585 shares at 111 pence per share, raising £9.5 million before expenses.

 

 

Acted for Zest Group plc on its acquisition of Greensleeves Records Limited, one of the world’s largest independent reggae record labels, for a consideration of £3million plus £250,000 of ordinary shares in Zest Group; also advised Zest Group on its related placing of ordinary shares and debt financing.

 

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Advised Abacus Group plc, the world's leading distributors of electronic components in Europe on its recommended offer for Deltron Electronics plc, which specialises in providing the world’s best electromechanical component solutions, this was implemented by a scheme of arrangement.

 

 

Advised CAFCO (Coventry) Limited on its acquisition of 100% of Coventry Airport’s operating company, West Midlands International Airport Limited (WMIAL) from the TUI Group.

 

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Advised The Forensic Science Service® (FSS®) on its change in status from a Home Office trading fund to a 100% Government-owned company (GovCo), with effect from 5 December 2005.

 

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Advised Comino Group plc on Civica plc's recommended cash offer for the company. Comino is a leading software supplier to the local government. Civica's offer values the current share capital of Comino at approximately £49.8 million.

 

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Advised WH Ireland Ltd in a placing by Advent Air Limited which runs the Skywest airline business in Western Australia raising £7 million.

 

 

Acted for WH Ireland Ltd on an AIM Placing by Toledo Mining Corporation plc to raise £8.5 million.

 

 

Advised the AIM listed US based software company 121 Media Inc in a placing to raise £2.4m.

 

 

Advised WH Ireland on a placing by the AIM listed surf lifestyle brand Hot Tuna to raise £2.5m.

 

 

Advised Afriore Limited on its fundraising on AIM and the TSX to raise C$22m.

 

 

Advised Canaccord Adams on the £56m flotation of egaming software company, Excapsa. On admission Excapsa had a market capital of £214.2m. Excapsa's poker software is licensed to companies including eWorld Holdings, which operates UltimateBet.com and UltimatePoker.com.

 

 

Advised AIM listed Glen Group plc the on its acquisition of Eclectic Holdings Limited, a value added reseller of IT services, subject to shareholder approval. The maximum consideration for the acquisition of Eclectic is £3,000,000 in cash and shares which is in part dependent on the results of Eclectic for the year ended 31 July 2006. Glen will also carry out a placing to raise approximately £2,500,000 (before expenses) which Seymour Pierce have conditionally agreed to underwrite.

 

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Acted for the owners of Orient Health Ltd on the sale of the Company to Independent Pharmacy Care Centres plc.

 
Advised Lipoxen Technologies Limited on its reverse takeover by Greenchip Investments Plc and subsequent admission to AIM. On admission the company will be known at Lipoxen plc. Lipoxen is engaged in the development of drug delivery systems and proprietary products in the fields of protein drugs, vaccines and oncology. The company has also placed 28,000,000 Ordinary shares to raise gross proceeds of £3.78 million and upon admission it had a market cap of approximately £13 million.

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Advised Puma Minerals Corp, a 40% owned subsidiary of Bema Gold Corporation on its non-brokered private placement of approximately 12.3 million shares priced at CDN$1.00 per share for gross proceeds of approximately CDN$12.3 million.

 

Acted for the operators of Merrist Wood Golf Club Limited on the sale of MWGC Leisure Limited to Bennelong Golf Partners Limited (part of the Crown Golf Group).