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FDM Group plc
January 2010 Altium provided strategic advice and acted as broker to Astra 5.0 Limited, a new company backed by management and Inflexion, on its £35.4 million public to private MBO of FDM Group plc. Altium negotiated and obtained substantial institutional support for the offer in the form of irrevocable undertakings and arranged the purchase of FDM shares from institutional shareholders on behalf of Astra which allowed Astra to declare its offer wholly unconditional. FDM is an international IT services company with sales offices in London, New York, Frankfurt, Zurich and Luxembourg which specialises in the provision of outsourced IT solutions predominantly to large blue chip organisations. FDM trains and supplies full-time IT consultants specialising in application development (java and .net), support, project management and testing. FDM also operates an IT staffing business.
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mytheresa.com first round funding
January 2010 Altium advised Munich based e-commerce company mytheresa.com in the sale of a minority stake. Equity will be used to build on its market-leading position in Germany and to accelerate business growth abroad. Funds are provided by Acton Capital Partners (formerly known as Burda Digital Ventures), a specialist investor in internet and mobile based consumer oriented businesses also based in Munich. mytheresa.com is a leading online retailer of high-end women’s fashion. The company is well positioned in the growing luxury online market with strong customer relationships, worldwide reach and a portfolio of leading high-end brands. mytheresa.com has buyers on all five continents and generated revenue in the tens of millions of Euros last year.
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RSM Tenon Group PLC – Cash Placing
January 2010 European investment bank, Altium, has acted as joint bookrunner and joint underwriter for one of its retained clients, RSM Tenon Group PLC (“Tenon” or the “Company”) on a fundraising of £40.0 million to part fund the acquisition of RSM Bentley Jennison (“RSMBJ”) for up to £76.3 million. Tenon, prior to the acquisition of RSMBJ, was the ninth largest accountancy and business advisory firm in the UK by fee income, built through organic growth and by the selective acquisition of advisory and accountancy businesses specialising in the entrepreneurial market. Tenon provides advice to clients to help their businesses grow and enhance their personal wealth and offers a broad range of services and has over 1,800 staff in over 40 locations and in excess of 30,000 clients in total, including more than 10,000 corporates. Following the acquisition and integration of RSMBJ, the Enlarged Group is expected to have approximately 50 offices, 3,000 staff and to be the seventh largest accounting and business advisory firm in the UK by fee income. The Board believes that the scale, market presence and service portfolio of the Enlarged Group will bring new business opportunities and improve financial performance and strength. The Altium Sales team, led by Ed Walsh, raised approximately 55 per cent. of the total institutional placing. The transaction team comprised Mike Fletcher and David Foreman in Corporate Finance and Chloe Ponsonby in Corporate Broking.
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Lavendon Group plc – Placing and Open Offer
December 2009 European investment bank, Altium, has acted as joint bookrunner and joint underwriter for one of its retained clients, Lavendon Group plc (“Lavendon” or the “Company”) on a fundraising of £80.8m. Lavendon is the European and Middle East market leader in the rental of powered access equipment, operating a fleet of almost 22,000 machines through a network of 110 active depots located in Belgium, France, Germany, Spain, the UK and a number of countries in the Middle East. Due to the current challenging market conditions, the Company’s headroom against the interest cover and cashflow available for debt service covenants in their existing bank facilities was projected to become increasingly limited in the future. Accordingly, the Board concluded that it was in the best interests of the Group and its shareholders to reduce the group’s debt, renegotiate the financial covenants to restore headroom and establish a more appropriate capital structure for operating the business in the current market environment. The funds raised were applied to reduce net indebtedness to a more appropriate level, facilitate additional headroom under the new banking covenants, provide additional financial and operating flexibility and position the Company to take advantage of any consolidation opportunities. The Sales team (led by Ed Walsh) generated substantial demand with the fundraising being significantly oversubscribed and therefore giving the Company the opportunity to strengthen its institutional base. The transaction team comprised Phil Adams, Paul Lines and Adam Sivner in Corporate Finance and Chloe Ponsonby in Corporate Broking.
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Williams F1 Grand Prix Engineering
November 2009 Williams Invest Ltd acquired a strategic minority stake in Williams Grand Prix Engineering, operator of the famous WilliamsF1 motor racing team. Founded in 1977, WilliamsF1 won 113 Grand Prix races, 9-times the constructors world championship and 7-times the drivers world championship and is the second most successful Formula 1 racing team of all times behind Ferrari. Williams Invest Ltd is an SPV founded by Toto Wolff, a shareholder in HWA AG where Altium advised on the 25% stake sale to Nasser Bin Khaled Holding in 2007. Altium exclusively advised Williams Invest Ltd on all financial aspects of the transaction.
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Acquisition of Powerleague Group Plc by Patron Sports Leisure S.A.R.L
November 2009 We are pleased to announce the completion of the acquisition of Powerleague Group Plc (“Powerleague”) by Patron Sports Leisure S.A.R.L (“Patron”) for 52p per share, valuing the entire existing issued share capital of Powerleague at approximately £42.5 million. Altium acted as exclusive financial adviser to Patron. Powerleague operates 42 five-a-side football centres across the UK, offering customers the option of competitive league matches, corporate tournaments and social matches. For the year ended June 2009, Powerleague reported revenue of £30.9m and adjusted EBITDA of £10.2m. The acquisition was 100% cash financed by Patron Capital. The transaction also included the refinancing of Powerleague’s existing debt facilities. Despite the severe constraints in debt markets, Altium assisted Patron in raising £43m of new debt facilities from a club of HSBC and Lloyds Banking Group in order to refinance Powerleague’s existing debt and provide funding for future growth. The acquisition was unanimously recommended by Powerleague’s independent directors and was implemented by way of a scheme of arrangement. The Altium deal team comprised Ben Thorne, Sam Fuller, Katie Hobbs and Nick Burt.
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Christ Water Technology - Public takeover offer
November 2009 Canada listed GLV (GLV.A) successfully completes the public takeover offer of CHRIST Water Technology (CWT). 80.5% of shareholders accepted the offer price of €3.35 per share resulting in a total transaction size of €96m. CHRIST’s largest shareholder, WAB Trust, had already committed to tender its 27% stake in the company via lock up and support agreement upon announcement of the transaction in September 2009. The process of combining CHRIST with GLV’s Water Treatment Group will commence early in December 2009. Together, CHRIST and GLV will become a new global leader in water technology with combined sales in excess of €500m. There is a strong industrial logic to the transaction due to an ideal geographical and technological fit of the two companies. Combining CHRIST’s first-class engineering expertise and GLV’s strong components business will enable the new company to profit from growth opportunities in the global water technology market, especially in the field of municipal and industrial water treatment. Altium was exclusive adviser of CHRIST and the WAB Trust.
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Sale of CHRIST Water Technology Pharma division
September 2009 Altium advised listed Austrian CHRIST Water Technology (CWT) on the sale of its Pharma division to listed Austrian BWT Group (BWT). The transaction has a total size of €35m and significantly strengthens the balance sheet of CHRIST. The transaction was announced in July 2009 with closing in September 2009.
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Luminar Group Holdings plc –Fundraising
August 2009 In August 2009, Luminar Group Holdings plc, one of the largest operators of nightclubs and late night venues in the UK, completed a £37.5 million fundraising by way of a Firm Placing, Placing and Open Offer from institutional investors on the Official List. The proceeds will be used to invest in additional venue capacity to increase market penetration and growth and provide access to headroom on existing bank facilities. Altium acted as Joint Sponsors, Joint Financial Advisers, Joint Bookrunners, Joint Brokers and Joint Underwriters to Luminar on the transaction.
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Montana / Alu Menziken
August 2009 Montana Tech Components AG, the Switzerland based high technology components industrial holding, and the representatives of the minority shareholders of Alu Menziken Holding, the Swiss supplier of aluminum semi-finished products and components in the extrusion and aerospace business, have agreed on a memorandum of understanding, which sets out the terms and conditions of a share transfer from Alu Menziken Holding to Montana Tech Components. In 2007 Montana Tech Components AG acquired already 52.3 % of the capital and 73.5% of the voting rights of the public Alu Menziken Group. Altium acted as exclusive financial adviser to Montana Tech Components AG.
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Connaught plc – Acquisitions and Fundraising
July 2009 The Manchester office of European investment bank, Altium, has advised its long standing, FTSE 250 support services client, Connaught plc, on two bolt-on acquisitions in the fire and pest control sectors. Altium raised a total of £28m from institutional investors comprising a £15.9 million vendor placing for the vendors of both businesses and an additional £12.1 million cash raise. Connaught is the UK’s leading integrated services provider, operating in the social housing, public sector and compliance markets. Connaught was introduced to the Full List from AIM by Altium in November 2006. £15.9 million Acquisition of UK Fire (International) Limited (“UK Fire”) and Igrox Limited (“Igrox”) by Connaught plc and the associated £28 million fundraising comprising of a £15.9 million vendor share placing to fund the two acquisitions, and an additional cash raise of £12.1 million through a non pre-emptive share placing. UK Fire is one of the largest independent fire service companies in the UK, and has been acquired by Connaught for £12 million. The Norwich-based firm operates from seven depots across England and Wales, providing a range of fire safety compliance services, as well as the installation of fire safety systems. For the year ended 31 December 2008, UK Fire, excluding non-core operations, generated turnover of £10.1 million. Igrox provides pest management services, including rodent, insect and bird control, as well as fumigation solutions to over 4,500 private and public sector customers. In 2008, the Ipswich-based firm recorded an annual turnover of £7 million. The team compromised Phil Adams, Mike Fletcher, Adrian Reed and Nakul Mohandas.
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Sale of Asyo AG
June 2009 Sale of 100% of Asyo, a leading Swiss provider of outsourcing solutions, from Argos Soditic and Cobepa to Invision. Altium acted as exclusive financial adviser to Argos Soditic, Cobepa, and the Asyo management. Asyo is a holding company which owns 100% of both ORS AG and OSP AG. ORS is the leading provider of outsourcing solutions to Swiss public authorities for the management of asylum seekers. OSP contributes several services to the Swiss welfare payment system and organizes the recruitment, training, and employment services for international tour operators
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Acquisition of PDV Ltd & Fundraising
April 2009 In April 2009, Altium acted as financial adviser and NOMAD to DM plc on the acquisition of PDV Ltd for a maximum consideration of £1.13 million. PDV is a respected player in the online and offline lead generation sector and owns lead generating portals such as www.fair-exchange.com (which is a highly ranked UK gambling and rewards site) and www.free-dvd-club.com. PDV generates responsive sales leads from online audiences, email campaigns, online co-registration and affiliate networks alongside third party data acquisition via database purchases. The quality of this data is then verified before being rented to PDV's clients to generate sales leads via online marketing campaigns, banner advertising, telephone campaigns, list rental and revenue sharing arrangements with blue chip clients in the UK. At the time of the Acquisition, PDV had approximately 4 million registered users with c. 2.1 million opt-in name and postal addresses and c. 1.2 million active email addresses, generating, on average, 8-10 million email "broadcasts" per month and c. 7 million banner impressions per month. This activity generates approximately 80-100,000 new online sales leads per month. The Acquisition will further enhance the Group's newly expanded Database Management division, which has become a major building block in DM's future strategy following the acquisition of DLG in late 2008. The Fundraising was conducted by way of a fully underwritten equity placing at 5 pence per share, on the basis of 1 Open Offer Share for every 7 Existing Ordinary Shares to raise £1.04 million (before expenses). This is the fifth acquisition Altium have advised DM plc on since 2004.
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Gold Medal Travel Group – Disposal to Thomas Cook plc
April 2009 The Manchester office of European investment bank, Altium, has advised the sole shareholder and management of Gold Medal Travel Group, on its disposal to Thomas Cook. The initial acquisition of 50.01% is for £24.9m, with the acquisition of the balance through an option mechanism tied to financial performance. Gold Medal is the UK’s fourth largest tour operator, employing over 500 people and flying 420,000 passengers overseas on scheduled flights in 2008 alone. Formed in 1976 by Ken Townsley, the company has grown into the world’s largest tour operator to Dubai, and is now recognised as the UK’s foremost flight consolidator, offering over 1,500 worldwide destinations. The deal is the culmination of a turnaround for the company, led by the new Chief Executive (Terry Fisher) and Financial Director (Steve Bacon), whom were appointed in 2006 when the operation was making a loss of £1m, to an anticipated EBITDA of £9m in March 2009. The transaction utilised Altium’s global network, with the business attracting interest from potential trade purchasers and private equity houses in the UK, Europe, America, the Middle East and Australia. The team was led by Mike Fletcher and assisted by Adrian Reed and David Foreman.
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Ascribe Plc – £33.3m Public to Private
January 2009 The Manchester office of European investment bank, Altium, has advised management and Scroll BidCo, a company established for the purposes of making the offer, on the £33.3 million public to private of Ascribe plc. The transaction was financed by management rollover, ECI Partners and bank debt of £17 million. Ascribe is a leading provider of clinically-focussed IT solutions to the healthcare market, and reported turnover of £17.4 million and EBITDA of £3.7 million in the year ended June 2008. The group employs more than 270 personnel globally and has acquired nine businesses since it originally floated. Over 50% of UK hospitals use Ascribe Pharmacy systems and the business now offers solutions to Mental Health and Accident and Emergency departments. The transaction draws upon Altium’s unique blend of public and private company expertise. The Altium team was headed up by Mike Fletcher, supported by Paul Lines, David Byrne and Claire Wrigley. Altium was appointed to structure the transaction, select a private equity provider, raise bank finance to support the deal and advise Scroll BidCo in making the offer.
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Closed Transaction – XING / Socialmedian
December 2008 German listed XING AG (XING) acquired 100% of Socialmedian. The shareholders of Socialmedian included Jason Goldberg (Founder and CEO), Mayfield Fund, Washingtonpost.Newseek Interactive, Kohlberg Ventures and a few others. socialmedian.com is a social news network that enables people to get personalized news filtered by people who share their specific topical interests. Following XING’s IPO in December 2006, this is the fourth acquisition (after eConozco and Neurona in Spain and cember.net in Turkey) and an additional milestone in XING’s achievement of its announced expansion strategy. Altium advised on all four transactions. The corporate finance team comprised of Alexander Grünwald and Thomas Egli. Altium acted as exclusive financial adviser to XING, leading the acquisition process, leading through the contract negotiations and providing advice on the structure of the transaction.
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Peg Perego
December 2008 In December 2008 Altium advised on the sale of Peg Perego SpA to Peg Due SpA, which is indirectly controlled by few private investors. The acquisition is part of the reorganization of the Peg-Perego’s shareholders structure and the redefinition of the Group’ strategy. Through the acquisition some shareholders sold their participations in the Company. The Peg Perego Group sells its products (baby products and toys, including strollers, car seats and ride-on vehicles) in more than 90 countries all around the World. Revenues in 2007 amounted some € 200M, of which 20% in the domestic market and 80% abroad (36% in Europe, 44% in North America, 11% in South America). Forecast revenues in 2008 will be in line with 2007. Ebitda 08 is expected to be Euro 12,5 M, while NFP year end 08 is expected to be Euro 31 M. The new strategy of the Group is focused on the leadership consolidation in some market segments and the growth throughout new initiatives leveraging Peg’s distinctive elements: brand, innovation and quality. The financial support was provided by Unicredit Corporate Banking.
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Sale of Geschenkidee.ch GmbH
December 2008 Sale of 100% of Geschenkidee.ch GmbH, Switzerland’s leading online gift store, to Ringier AG. Geschenkidee.ch is the leading Swiss online gift store with the goal to offer its clients gifts in a fast, imaginative/creative, and comfortable way. Geschenkidee offers around 20’000 products in over 18 categories such as: Extraordinary articles, Adventures & Events and Perfumes & Cosmetics. The company operates a French and a German website. Ringier AG, one of the leading Swiss media houses, intends to continue the successful growth of Geschenkidee.ch together with the two founders who will manage the business. The corporate finance team comprised of Alexander Grünwald, Thomas Egli and Daniel Fritz. Altium acted as exclusive financial adviser to the shareholders of Geschenkidee.ch GmbH.
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LPM Group Limited – £12m Refinancing
November 2008 The Manchester office of European investment bank, Altium, has advised Sovereign Capital-backed LPM Group (“LPM”) on the £12 million refinancing of its senior debt and working capital facilities, allowing the continued support of the company’s buy and build strategy. The funding package, provided by Clydesdale Bank, sister bank of Yorkshire Bank, was negotiated during a time of great economic uncertainty and increasingly volatile markets, and reflects the bank’s confidence in the LPM business and its growth strategy. LPM, with revenues in excess of £32m is a contract cleaning, security and ancillary services provider backed by Sovereign Capital. Sovereign completed the initial buy-in/management buy-out (BIMBO) of LPM in November 2006 and committed a further £10 million of equity capital to support a buy and build strategy and develop the business through both organic and acquisitive growth. Earlier this year, Altium advised InterCity Group, a Manchester-based cleaning business, on its sale to LPM. Simon Lord and David Foreman advised LPM on the debt advisory mandate.
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M.J. Quinn Integrated Services – Secondary MBO
November 2008 In November 2008 the Manchester office advised M.J. Quinn Integrated Services Limited on the secondary management buy out by Zeus Private Equity. M.J. Quinn is an infrastructure business and has been involved on electrical, mechanical and fire protection work for the London Underground and the rail sector since the early 1980s. The business has achieved strong organic growth over the last five years. Turnover in the year to May 2008 was c. £30m and this is forecast to grow to c. £36m in the year to May 2009. Organic growth has been led by contracts with London Underground and the development of a national multi-disciplinary service offering. With the level of work on London Underground and surface rail projects set to grow significantly in coming years, driven by political initiatives and the Olympic 2012 programme, such contracts are forecast to become a major driver of growth for the business. Simon Lord and David Foreman advised on the transaction.
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