Driven by results

Busyness is good

IN many ways, the activity of the past three months encapsulates what Harper Macleod’s Corporate team is all about.

From advising on one of the biggest mergers involving a Scottish company so far this year, to helping one of our clients complete an incredibly successful crowdfunding campaign, our work has spanned the full spectrum of the corporate sphere.

We worked on deals with major private equity investors, as well as business angel syndicates, and advised public sector bodies as well as carrying out some mainstream M&A work.

You can find out more details about our deals on other pages, but suffice to say it’s been an incredibly busy period.

The merger we advised on was another example of the trade consolidation which has been such a, influential factor in some of our biggest deals in recent years, and something we expect to continue.

Reading the business pages, it’s difficult to ascertain from one week to the next the true state of the economic landscape, however on the ground we are seeing plenty of reasons to be optimistic about the period ahead. Confidence is crucial, and so long as the confidence we’re witnessing is maintained then the outlook is positive.

From a firm perspective, the long awaited Commonwealth Games are almost upon us, the culmination of three years work behind the scenes, advising the Organising Committee on all aspects of the Games.

The Corporate team has been heavily involved with Glasgow 2014, particularly partners Tom Thomas and Jamie Watt, and we can’t wait to see the fruits of all that hard work when Glasgow and Scotland enjoys what will be a very special occasion.

You can find out more about this, our recent activity, and other Harper Macleod news on the following pages.

To find out more about what our team can do for you, visit www.harpermacleod.co.uk or email donald.munro@harpermacleod.co.uk

Legal Advisers to the Glasgow 2014 Commonwealth GamesLegal Advisers to the Glasgow 2014 Commonwealth Games

HM Dealmakers

CORPORATE UPDATE

Second Quarter, 2014

In this edition ...Latest deals ... It’s been a busy period for the team, and we’ve got a bumper deals highlights where you can see what our team has doing

Other news ...The Glasgow 2014 Commonwealth Games; Opportunity Knocks and our work with Scotland’s entrepreneurial ecosystem; catch up and contact

DEAL HIGHLIGHT: MERGER

EverwarmValue: £240 millionLead Partners: Donnie Munro and James MacGregorCompleted: April 2014 Location: Bathgate

We advised on the merger of leading Scottish energy services firm Everwarm and construction and support services group Lakehouse. Bathgate-based Everwarm was named Scotland’s fastest growing business in 2013, employing 250 staff across two offices with a turnover of £46 million in only its third year of trading. Harper Macleod advised Everwarm from its initial start-up investment through to this merger, creating an enlarged group with annual sales of circa. £240 milllion. Everwarm installs energy products such as cavity wall insulation, air source heat pumps, loft insulation and solar panels. Lakehouse is one of the UK’s fastest growing property services companies, working across construction, regeneration and refurbishment, development, repairs and maintenance, sustainability and fire and gas compliance.

“Harper Macleod have provided a first class service throughout our journey. They supported the creation of the company, through its organic development until its eventual merger. The team provided a fully inclusive service for the Everwarm shareholders from the selection of the corporate finance partner through to the completion of the deal. They maintained a balanced and considered perspective on the deal throughout the process and offered guidance and direction when required. Their advice and counsel was as important as the procedural legal work and diligence they undertook on our behalf. We are delighted with the quality of work by the individuals involved and how they function as a team of professionals.”Michael McMahonManaging Director, Everwarm

DEAL HIGHLIGHT: DISPOSAL

Alphastrut LtdValue: UndisclosedLead Partner: Paula SkinnerCompleted: April 2014Location: Bellshill

We advised the owner of Alphastrut Limited, Andrew Munro, in relation to a sale of 80% of the entire issued share capital to a company within the Murray Metals Group. Alphastrut is a business which has developed an aluminium raised floor support system which is a revolutionary, lightweight, load-bearing alternative to conventional steel support frameworks. Murray Metals Group had been involved with Alphastrut for a number of years previously having held the global licensing agreement for the Alphastrut products. Andrew Munro will continue his involvement with the company going forward and also retains a 20% interest. This transaction involved our corporate, banking (Tony Cameron) and intellectual property (Tom Thomas) teams.

Harper Macleod came highly recommended and fully lived up to expectation. Paula and her team did a wonderful job under sometimes trying circumstances. Their calm and professional approach helped me fully understand some of the complex workings of the deal and achieve a successful completion. I certainly would not hesitate to recommend Harper Macleod / Paula Skinner and her team. Andy MunroDirector, Alphastrut

DEAL HIGHLIGHT: INVESTMENT

Inquisitive Systems Limited trading as ZonefoxValue: £450,000Lead Partner: Paula SkinnerCompleted: May 2014Location: Edinburgh

We advised Inquisitive Systems ltd (Trading as ZoneFox) in relation to its most recent funding round of £450k from Archangels, TRI Cap and the Scottish Investment Bank (Scottish Co-Investment Fund). ZoneFox was launched by Edinburgh Napier University graduate Jamie Graves in 2010 and the company’s software monitors and records activity on its clients’ systems in order to detect possible security breaches in real time. As a proven solution in the existing high-tech market where it protects Intellectual Property from theft, the company secured additional funding to target key markets including legal, pharmaceuticals, oil and gas. In the longer term, the US and the Far East represent a huge potential market. We advised the company on the investment documentation, liaising with the investors solicitors and ensuring that the transaction completed within the required time-scales.

“Working with Harper Macleod was a pleasure due to the fact that they brought a great deal of prior deal experience to the table. This meant that they could take a considered outlook on some of the critical business decisions that would result from the investment, as well as providing pragmatic insights to achieve a great result. We enjoy working with an integrated firm that allow us to tap into different specialities that will enhance our business as we grow post-investment.”Jamie Graves, CEO, Inquisitive Systems Ltd

RECENT DEALS

For a list of all our recent deals visit www.harpermacleod.co.uk/corporatedealstable

RECENT DEALS

Paula Skinner, Jo Nisbet and Gail Weir of HM with Plan Bee’s Warren Bader

DEAL HIGHLIGHT: INVESTMENT

Plan Bee LtdValue: £175,000Lead Partner: Paula SkinnerCompleted: July 2014 Location: Motherwell

We advised Plan Bee Limited, the eco-innovation business which offers managed bee-hive services, in completing a second funding round which included one of Scotland’s most successful crowdfunding campaigns.

Plan Bee, which was recently named the UK green economy’s Small Business of the Year at the Business Green Leaders Awards, also attracted backing from the public and private sectors.

The start-up – an alumni of the Entrepreneurial Spark business incubator programme – raised £105,500 from 177 investors on the Crowdcube platform, almost 176% of its target of £60,000.

Added to further investment of £70,000 from Glasgow-based business syndicate Kelvin Capital and the Scottish Investment Bank (SIB), the investment arm of Scottish Enterprise, it takes Plan Bee’s funding past

£300,000 since last year.Warren Bader, the founder of Plan Bee,

said: “In many ways we’ve been a test case, and I hope we’ve paved they way for other businesses to follow this model of funding from various sources.”

SIB and Kelvin Capital backed Motherwell-based Plan Bee to the tune of £130,000 through the Seed Enterprise Investment Scheme in July 2013.

Harper Macleod Partner Paula Skinner, who specialises in advising start-up and high-growth companies, said: “In the current climate both businesses and their advisers have to be more innovative to access pots of funding from a range of areas. To pull off such a successful crowdfunding campaign, at the same time as securing investment from

more traditional channels, demonstrates the appeal of Plan Bee and it’s been incredible to play a part in its success to date. We’ve been working with Plan Bee almost since its inception, and knew that it was the perfect type of business to pull off a successful crowdfund – and so it has proven.”

“When you are trying to raise funding it is crucial to surround yourself with excellent lawyers and advisers, and it’s been a pleasure and a delight to work with Paula Skinner, Jo Nisbet and the team at Harper Macleod. In particular, I would advise anyone even considering crowdfunding in Scotland to make a bee-line for Harper Macleod.”Warren Bader, Managing Director,Plan Bee Ltd

DEAL HIGHLIGHT: FUNDING

Maven Capital Partners UK LLPValue: £750kLead Partner: Tony Cameron (corporate input from Paula Skinner)

Location: EdinburghCompleted: June 2014

We advised Maven in its capacity as Fund Manager for the Scottish Loan Fund in relation to a loan of £750,000 into BioFilm Holdings Limited based in Blantyre, a business previously owned by Devro. The business is focused on dental, healthcare and pharmaceutical opportunities for thin dissolving films. Maven is one of the UK’s leading private equity managers and is the manager of the Scottish Loan Fund which provides loans from £250,000-£5 million to businesses across Scotland looking for capital to help drive their growth aspirations. We acted for Maven in relation

to the loan and security documentation and also were involved in diligence. This transaction involved our Corporate and Banking teams, the latter headed by Tony Cameron.

“We are delighted to have supported BioFilm who as an innovative and ambitious company will benefit from the flexible and long term funding solution we are able to provide via the Scottish Loan Fund. The team at Harper Macleod provided great support and advice throughout the process and played a key role as part of the transactional team to help

successfully complete the deal.” Alan Robertson, Investment Manager Maven Capital Partners

CATCH-UP & CONTACT

Glasgow 2014

Harper Macleod was appointed Legal Advisers to the Commonwealth Games back in September 2011. The time has gone quickly, and it’s hard to believe that the Opening Ceremony will be with us on 23 July. As well as being Legal Advisers to the Games, advising the organising committee on all aspects of the preparation and execution of the event, we were also the very first sponsors of Glasgow 2014. It’s been an amazing experience, and you can find out more on our Glasgow 2014 website.

Behind the Scenes with Sammi & HM

Our Athlete Ambassador, wheelchair racer Samantha Kinghorn, pictured right, is in great shape as she prepares to compete in the 1500m at Glasgow 2014. Sammi’s recent performances have seen her ranked No.1 in Europe at all distances in the T53 category. She’ll be racing in a different category at the Games, which will make it harder, but we’re sure she’ll do us proud. You can see a catch-up we did with Sammi ahead of the Games here, and view the spellbinding short film we made with her here. We also made another video celebrating our lawyers role behind the scenes of the Commonwealth Games preparations, and you may see a few familiar faces by visiting the Harper Macleod YouTube channel here.

League tables show HM on great form

Harper Macleod is now ranked as the 5th largest law firm in Scotland, according to Business Insider magazine’s 2014 Law Review. The changing face of the Scottish legal marketplace has seen a changing of the guard take place at the top of the market.Harper Macleod is also one of the top 10 professional services firms overall in the country, while our Corporate team is ranked 8th among the country’s top dealmakers.These rankings come in the wake of Harper Macleod being named Law Firm of the Year at the Scottish Legal Awards earlier this year.

Opportunity Knocked

Along with Royal Bank of Scotland, Johnston Carmichael, Angels Den and Entrepreneurial Spark, Harper Macleod hosted a unique new conference – Opportunity Knocks – in May.The event at Gogarburn brought entreprenuers face-to-face with the rest of the business community, highlighting the potential opportunities for people to get involved, whether

as mentors, investors or supporting the start-up culture in any way. After the success of the event, Opportunity Knocks is set to take place again next year, along plans to roll out smaller versions around the country.

HM provides a new LINC

We recently became a Corporate Partner of LINC Scotland – the national association for business angels. We are extremely active in supporting and advising start-up and early stage businesses throughout the country, often working closely with business angel groups. The firm’s association with LINC is a natural fit as we continue to play a major part in this arena.Paula Skinner said: “We are delighted to develop this close working relationship with LINC, and help with its work improving the operation of the marketplace.”

Insolvency team are among UK’s best

Our Insolvency and Restructuring lawyers have been recognised as being among the best in the UK by being shortlisted for two prizes at the prestigious Insolvency & Rescue Awards, the industry’s landmark annual eventThe firm is up for Regional Insolvency Firm of the Year and Personal Insolvency Firm of the Year at the event, which takes place in London on October 1. We advise on both corporate insolvency and restructuring and personal insolvency for clients ranging from government and leading financial institutions to property groups, major corporations and individuals.

HM News

For a list of all our recent deals visit www.harpermacleod.co.uk/corporatedealstable

HM Corporate contactsDonald MunroPartner

e: donald.munro@harpermacleod.co.ukt: 0141 227 9314

Head of the HM Corporate team, Donald is described as a ‘Leader in the Field’ of Corporate/M&A by Chamber UK.

Tom Thomas Partner

e: tom.thomas@harpermacleod.co.ukt: 0141 227 9320

Tom advises in all types of corporate acquisitions and sales, as well as specialising in IP and technology matters.

Chris KerrPartner

e: chris.kerr@harpermacleod.co.ukt: 01463 795 007

Chris specialises in advising family owned and owner-managed business, and also heads HM’s Inverness operation.

James MacGregorPartner

e: james.macgregor@harpermacleod.co.ukt: 0141 227 9637

James is dual-qualified in both Scotland and England & Wales, with wide experience of transactional corporate matters

Paula SkinnerPartner

e: paula.skinner@harpermacleod.co.ukt: 0141 227 9271

Paula specialises in advising entrepreneurs in start-up and investment, as well as high-growth early stage companies.

Jamie WattPartner

e: jamie.watt@harpermacleod.co.ukt: 0131 247 2510

Jamie specialises in complex commercial contracts and IP, working across all sectors from life sciences to energy.