Birmingham based corporate finance adviser, Cattaneo, has advised the board of Raglan House Holdings Limited on the successful cash and share Takeover Code offer for Freshwater UK PLC.

Freshwater is an independent communications consultancy business, with more than 50 staff based in Cardiff and London, which provides clients with a range of services on a multi-channel basis spanning strategic consultancy, training, content creation, engagement and event management. It also has a conference business, trading as Waterfront, which organises specialist events aimed at the transport, energy, planning and infrastructure sectors. Raglan House was formed by the management of Freshwater for the purpose of making the offer.

Freshwater originally floated on AIM in 2007, made a number of acquisitions but then, following the impact of the financial crisis, came off AIM in 2010 although it remained a PLC with a tail of smaller shareholders.

The offer from Raglan, governed by the UK Takeover Code, provided Freshwater shareholders with the opportunity to either sell their shares for cash or exchange them for shares in Raglan to retain an interest in the business. The offer was successfully completed with 95% valid acceptances just 35 days after the offer was made on 20 December 2018. Raglan is now undertaking a compulsory purchase of the remaining issued share capital of Freshwater pursuant to the provisions of the Companies Act.

The Cattaneo team comprising Charles Cattaneo, Martyn Pilley and Matt Jones provided financial and regulatory advice to the board of Raglan on the takeover process along with the preparation of the offer documentation. Shakespeare Martineau provided legal advice to Raglan, while Freshwater received financial advice from EGR Corporate Broking and legal advice from Goodman Derrick.

Commenting on the Offer, David Howell, chairman of Raglan and Freshwater said:

“We are delighted to have received such strong support from the Freshwater shareholders for the transaction. We are grateful to the shareholders who are exiting by taking the cash option for their unstinting support over the years, and we look forward to working with those taking the share alternative to deliver our ambitious growth strategy for the business. We will continue to provide shareholders with regular updates on our progress.”

Charles Cattaneo of Cattaneo commented:

“This is an excellent result for Freshwater. The board had tried to provide an exit for shareholders over the last few years but any interested buyer was seemingly put off by the perceived cost of undertaking a Code transaction. Against that backdrop the board are now pursuing a strategy to grow the business and in future, now the offer has completed, any deal can be done outside of the Takeover Code.”