We have extensive knowledge of the regulatory environment surrounding PLCs and have advised on a wide range of corporate transactions including; takeover, tender offer, public to private, disposal, acquisition, IPO and delisting transactions, as well as providing Rule 3 advice, fairness opinions and valuation advice for share trading facilities.

OUR EXPERTISE

Our team has significant experience operating in the public company arena as both adviser and client. Undertaking a public company transaction may at first appear daunting but with our knowledge we will guide you through the process to a successful conclusion whatever the transaction is that you are contemplating.   We believe that understanding your needs is key to developing a strong relationship, which in turn helps us to respond to the issues you face.

We provide advice on:

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    Takeover offers, where we can either act for the offeror or as the Rule 3 adviser to the offeree for the purposes of the Takeover Code.
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    IPO and fund raising advice for companies seeking admission to trading on AIM, the Main Market or ISDX.
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    Advice on acquisitions and disposals for public companies, including MBO ‘public to private’ transactions.
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    Strategies to maximise growth.

TAKEOVER OFFERS, TENDER OFFERS & RULE 3 ADVICE

We advise both corporate and private equity clients on the acquisition of companies listed on UK public markets, and provide Rule 3 advice to both listed and unlisted public companies which are subject to approaches or offers. We bring our extensive experience of Takeover Code matters to bear when acting for either the offeror or offeree on both recommended and hostile approaches for cash and/or paper consideration (and mandatory cash offers under Rule 9 of the Takeover Code).

In advising you as the Offeror, as well as dealing with all aspects of project managing the transaction, the key aspects of these often complex deals centre around:

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    Consideration of the alternative approaches to structuring public company acquisitions, either by offer to shareholders or by court approved Scheme of Arrangement.
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    Advice on the approach to public company boards and tactics for maximising the chances of success while minimizing transactional risk.
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    Approaches to target company shareholders to understand their appetite to sell and potential transaction pricing.
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    Funding a public offer, including the complexities around providing certainty of funds and gaining security over the target assets to support debt finance.

In the role of advising the offeree under Rule 3 of the Takeover Code, our advice to the board encompasses:

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    Tactics, including hostile bid defence, if appropriate, where our team has had notable success in the past.
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    Formal auction process and selective marketing.
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    Valuation advice and support.
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    Shareholder communication and management.

CASE STUDIES

SWP Group PLC
Avidity
Palletforce
SDI Group
Riverview Rubber Estates

IPO (INITIAL PUBLIC OFFERINGS)

We advise growth companies seeking to raise equity and debt funding by listing on AIM, the Main Market or ISDX. We provide our clients with impartial advice by acting in their best interests and for the benefit of the company in identifying and appointing the flotation advisory team. For an AIM flotation this will involve overseeing the selection and appointment of an appropriate Nominated Adviser (Nomad) (whose primary duty of care is to the London Stock Exchange), and at least one broker (whose primary duty of care is to its underlying investors). We have worked successfully alongside a variety of Nomads and brokers on a range of transactions and IPOs.

Our experienced team allows us to project manage all aspects of the flotation process and we have a track record of delivering transactions in an efficient and successful manner. As rounded corporate finance advisers our approach is to provide up-front objective advice on the suitability of the various markets for the company as well as explaining the pros and cons of flotation, including a comparison to alternative sources of finance and exit routes, managing twin or triple track processes where it is appropriate to also consider a trade sale and/or private equity investment.

We facilitate test marketing to determine market appetite and a likely valuation range at an early stage and consequently are able to provide all stakeholders in the process with a high level of transparency and confidence in a successful outcome before significant costs are incurred.

ADVICE FOR LISTED COMPANIES - AIM, MAIN MARKET, ISDX

We provide a broad range of strategic advisory services to listed companies and can provide guidance on issues such as de-listing from a UK public market, share consolidations, fair value opinions, valuations and ad-hoc regulatory issues.

We can also provide introductions to VCT and EIS funds as well as relevant private client brokers and financial institutions.

Our team also advises and supports clients on financial communications, investor relations and regulatory matters as well as on generating liquidity and share register management.

SALE OF SUBSIDIARIES, DIVISIONS OR ASSETS

By utilising our core M&A skills and experience we are able to advise on the sale of subsidiary or divisional non-core business units or assets. We understand the regulated market requirements and are used to working with our clients’ Nomads and other financial advisers to achieve a successful outcome. Find out more about our Disposal Services.

UNLISTED PUBLIC COMPANIES

If the entity subject to a transaction is a public company, even if its shares are not, and have never been, traded on a stock market or other trading facility, it will fall within the rules of the Takeover Code. Similarly a private company, which has at any point in the last ten years had it shares traded on a public market, will fall under the rules of the Takeover Code.

We fully understand the implications of such circumstances and are able to guide you through the most appropriate course of action to minimise complications and prevent the situation becoming a major issue which derails an otherwise workable deal. We have many examples of successfully advising boards in such circumstances.