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Leading the wayA review of corporate finance deals in 2015

2 Leading the way

Contents3 Industry outlook 2016

4 Key highlights 2015

6 What we do

8 Business Services

10 Consumer Markets

12 Healthcare

14 Technology, Media and Telecommunications

18 Industrials

22 Financial Services

24 Private Equity

28 Corporate Finance contacts

Leading the way 3

Ali SharifiHead of Corporate Finance Advisory

Industry outlook 2016

A stable political backdrop and supportive financial and economic conditions underpinned a strong level of M&A in the second half of the year. We remain optimistic that deal activity will remain buoyant in the coming 12 months although are mindful of growing geopolitical risks.

Both economic and political factors contribute to creating a positive dealmaking environment. In the first part of 2015, political uncertainty ahead of the UK General Election weighed on the level of M&A activity. However, post-election deal activity rebounded sharply with the market enjoying a very strong run of opportunities and deal completions through the end of the third quarter. Although the pace of activity slowed somewhat into the end of the year, we are confident that the UK’s stable political backdrop and improving economy will underpin a strong level of M&A in the coming year.

Whilst the potential for a UK exit from the EU remains a background risk that could adversely affect the country’s attractiveness, the UK remains a great place to deploy capital, for both domestic and international investors. The pool of capital available to be put to work is deep, with debt funds, family offices and other institutional investors active alongside corporate and private equity operators.

Geopolitical risks from outside the UK, however, are increasing. The start of the year has been marked by rising tensions between Saudi Arabia and Iran and further terrorist attacks around the globe following on from last November’s attacks in Paris. Conflict in the Middle East is also driving the flow of refugees into Europe, which is likely to increase support for non-mainstream political parties and fuel political tensions within Europe. Private and public institutions in the UK should be mindful of not letting growing geopolitical concerns hinder efforts to attract and retain top international talent.

As long as the UK continues to promote innovative and creative industries it will remain competitive on a global basis as an investment destination. There is always room for improvement and more could be done to narrow the gap with the US with respect to promoting early stage investment. Corporations, government and educational institutions need to continue to work together to foster an investment community that can inject capital into smaller fast-growing businesses.

Against this positive backdrop, Grant Thornton has enjoyed another successful year. We believe that our continued success is based on our approach, our team’s deep sector knowledge across a wide range of industries and our global network which provides dealmakers with fast track access to international, as well as UK, buyers and vendors. Our approach is highly collaborative, focused exclusively on achieving our clients’ goals - listening to and understanding what our clients want is at the core of what we do.

Our expertise creates tangible value for our clients. During 2015, on sell side mandates we have consistently exceeded clients’ value expectations. Compared with agreed target value expectations, our teams have regularly achieved higher sale proceeds for our clients. For the fourth year in succession, we have been ranked number one corporate finance advisor in the UK by Experian Corpfin.

In the coming year, we look forward to using these qualities to help all our clients find innovative solutions to finance their growth and realise their strategic ambitions.

185+partners in the UK

200+

Grant ThorntonUK EMPLOYEES

Corporate FinancePROFESSIONALS

DUE DILIGENCE

Unquote British Private Equity Awards

2015

Financial

Provider of the Year

revenue

Active incountries

GLOBAL

Over 40,000global employees

International offices

$4.6bn

128 130

729

NUMBER

NUMBERS

of deals in

TotalPrivate EquityDEALS

InternationalDEALS

FLOTATIONS

Deal

2015 42

40

7

26 4,500UK Offices

HEADCOUNT

AWARDS

STATSInternational

+*Source: Experian Corpfin

Ranked Number One

Corporate Finance advisor in the UK

MCA Awards

2015

CHANGEMANAGEMENT IN THE PRIVATE

SECTOR

PROJECTOF THE YEAR

PEOPLE

2012, 2013, 2014and 2015

No. 1

4 Leading the way

Key highlights 2015

185+partners in the UK

200+

Grant ThorntonUK EMPLOYEES

Corporate FinancePROFESSIONALS

DUE DILIGENCE


2015

Financial


revenue

Active incountries

GLOBAL

Over 40,000global employees

International offices

$4.6bn

128 130

729

NUMBER

NUMBERS

of deals in

TotalPrivate EquityDEALS

InternationalDEALS

FLOTATIONS

Deal

2015 42

40

7

26 4,500UK Offices

HEADCOUNT

AWARDS

STATSInternational

+*Source: Experian Corpfin

Ranked Number One

Corporate Finance advisor in the UK

MCA Awards

2015


SECTOR

PROJECTOF THE YEAR

PEOPLE

2012, 2013, 2014and 2015

No. 1

Leading the way 5

6 Leading the way

What we do

At Grant Thornton UK LLP, we combine award-winning technical expertise with the intuition, insight and confidence gained from our extensive sector experience and a deeper understanding of our clients.

Our Corporate Finance offering is truly integrated. We provide access to a full spectrum of transaction specialists and an international network of M&A experts. Whether buying a business, selling a business, advice on mergers, management buy ins/outs, or raising finance to support your business plans, our team will guide you through the process.

We do more deals than anybody else in the mid-market and are consistently ranked No. 1 in the Experian Corpfin M&A league tables. Our transaction size is between £5 million to £250 million in value, making us the preferred supplier for mid-market transactions. We know how to transact. Through empowered client service teams, approachable partners and shorter decision-making chains, we provide a wider point of view and operate in a way that’s as fast and agile as our clients. The real benefit for dynamic organisations is more meaningful and forward-looking advice that can help to unlock their potential for growth.

Our specific areas of expertise include:

Buying a businessFor businesses looking to grow through acquisition, our Corporate Finance Advisory team takes a hands-on approach to helping you find the perfect match to achieve your business objectives. The process starts with research and identification of target businesses, both in the UK and internationally, drawing on the knowledge of our own team of in-house researchers and sector specialists.

Once a target has been identified we help our clients through every step of the process. We approach and then negotiate with the target on your behalf, as well as develop the offer, from valuations and funding requirements through to drafting all documentation and negotiating Heads of Agreement. We also undertake due diligence and provide tax planning, before seeing the negotiations through to a smooth completion.

Selling a businessWhen considering selling your business you want to be sure that you will achieve the highest possible value, with the best terms and that the sales process will be as smooth as possible.

Our team focuses on advising you how to maximise the value of your business on sale. By understanding your objectives and exploring all the options available to you, we can help you decide on the most suitable sales strategy. We will support you through every step of the sale process, including valuing your business, drafting the information memorandum and working with our tax colleagues and sector specialists to strengthen and accentuate your position in the market. We help to identify and evaluate potential purchasers, including exploring overseas opportunities and will lead or support in the negotiations, right through to completion of the transaction. Throughout the sales process we will work with you to ensure as smooth a transaction as possible. Our deal stats show that our national team has consistently exceeded clients' value expectations.

Raising financeIn the current economic climate, raising finance can prove a major challenge for your organisation. As a result, businesses are increasingly looking to innovative ways of raising finance. We are experienced in helping management teams, corporates and private shareholders raise private equity and/or debt finance to support growth, release value or refinance. We can help you explore the numerous options open to you in terms of raising finance, highlighting the advantages and disadvantages of each method for your business, based on our expertise and experience.

Grant Thornton’s Centre of mid-market financingProvides knowledge, insight and training for all your financing needs.Visit: www.grant-thornton.co.uk/en/Centre-of-mid-market-financing

DUE DILIGENCE


2015

Financial


*Source: Experian Corpfin

Ranked number one

corporate finance advisor in the UK

MCA Awards

2015


SECTOR

PROJECTOF THE YEAR

PEOPLE

2012, 2013,2014 & 2015

No. 1

Leading the way 7

Public Company AdvisoryOur Public Company Advisory team helps companies float on AIM or the Official List. We are the leading independent Nominated Adviser to AIM companies; we act as financial adviser on transactions involving Premium Listed and Standard Listed companies, and are experts in advising on public company M&A including the Takeover Code. Our team of highly experienced and qualified professionals has depth and breadth of expertise, providing strategic, commercial, financial, regulatory and operational advice to public companies, its board of directors and its shareholders.

We offer integrated solutions on a diverse range of Corporate Finance matters to dynamic publicly listed companies, private companies aspiring to a listing, private equity houses and family offices, as well as shareholders of public and private companies. We tap into specialists from other teams across Advisory and the wider firm to deliver a range of services to public companies and those seeking to go public. We pride ourselves on developing deep business relationships with our clients based on trust, as well as our proactive and pragmatic advice.

Transaction Advisory ServicesWe have a national team of advisers, who apply their strong experience and capabilities in a very hands-on way. Our business is built on long-term working relationships, because we endeavour to develop a deep understanding of our client’s businesses. Our services have been developed to meet the needs of the mid-market sector including vendor, acquisition, commercial, technology and operational due diligence, bid support, vendor assistance (exit readiness, preparation for due diligence and completion mechanism advice) and public company transaction work.

We identify key business issues through our rigorous and tailored risk and business analysis process and report findings to suit your business and funders’ needs and your preferred medium. Our team then works closely with you and your other advisers to find practical solutions that resolve these issues with a reporting method designed to suit your business.

Operational Deal ServicesOperational Deal Services is a specialist deal based team focused on providing practical operational insight and advice to corporate and private equity clients, to help achieve their deal goals. We operate across the whole deal cycle and our team members have experience of working on over 300 transactions. We offer solutions and advice in: integration and 100 day planning, carve out (preparation for sales / separation), operations due diligence, synergy review and planning, and performance improvement.

CredentialsGrant Thornton’s Corporate Finance team is one of the UK’s leading mid-market M&A teams.

8 Leading the way

Business Services

Acquisition of Newton Fallowell Limited and Newton & Derry Limited

Estate agents

£undisclosed July 2015

Grant Thornton provided due diligence services

Belvoir Lettings plc

Acquisition of Defaqto Group Limited

Information provider to the financial industry

£24.25 million March 2015


Synova Capital LLP

Disposal to Impellam plc

Medical recruitment

£37.1 million July 2015

Grant Thornton provided corporate finance advisory services

Global Group(UK) Limited

Acquisition of Kier Limited’s share in the Solum Regeneration joint venture with Network Rail

Property development

£undisclosed June 2015


Capital & Counties Properties

Disposal to Gallagher Bassett International Limited

Claims outsource solutions provider


Grant Thornton provided corporate finance advisory and tax advisory services

Countrywide Accident Assistance Limited

Acquisition of Sentinal Water Holdings Limited

Supplier of specialist water management services



Aqualogy Environment Limited

Disposal to Exova plc

Testing, inspection, certification and consultancy

£22 million May 2015


BM Trada Group Limited

Acquisition of 130 Wood Street

Property

£51.3 million May 2015


Lum Chang Holdings Limited

Acquisition of A4e Limited

Welfare to work and skills training

£34.5 million April 2015


Staffline Group plc

Disposal to KAR Auction Services

Vehicle salvage services



Holding & Barnes plc

Acquisition of Just Car Clinics Group plc

Repair services


Grant Thornton provided duediligence services

Nationwide Accident Repair Services Limited

International deals

We believe a number of key strategic drivers will impact the sector outlook for Business Services in 2016 and expect another exciting year. Firstly, the increasing focus on infrastructure investment and construction activities, such as housebuilding, should support growth among the numerous support services companies in these markets.

Secondly, technological change will hasten the remodelling of the sector in many areas, as the ‘Uber’ effect gains ground in a diverse range of services from SME accounting to takeaway delivery.

Thirdly, a scarcity of talent will continue to provide opportunities for quality human capital providers, particularly in areas such as Healthcare and Education, where chronic shortages persist. Against these positive factors, cost pressures will remain fierce as the introduction of the Living Wage ripples through the sector.

Disposal of The Oxford Group

Management training, leadership development and executive coaching

£undisclosed January 2015


The Oxford Group Consulting & Training Limited

Sale to Restore plc

Printer cartridge recycler



ITP Group Holdings Limited

Acquisition of Seward Accident Repair Centres Limited and Vehicle Crash Repairs Limited

Accident repair services

£undisclosed March 2015


Nationwide Accident Repair Services Limited

MBO of the Business Recovery Division of Chantrey Vellacott DFK LLP

Professional services

£undisclosed August 2015


CVR Global LLP

Leading the way 9

Our Corporate Finance team advises on the sale of BM TRADA Group to Exova plc

Background to the dealGrant Thornton Corporate Finance were appointed by the shareholders of BM TRADA Group, a long standing Grant Thornton client, to advise on the sale of the business.

BM TRADA was established in 1994, when the vendors completed an MBO of TRADA – the Timber Research and Development Association. Management subsequently grew the business into a leading international provider of certification schemes and building products testing services, operating in 16 countries and with revenues of approximately £25 million.

Having run the business for over 20 years, and approaching retirement age, the shareholders engaged with Grant Thornton to review their exit options.

How we made a differenceGrant Thornton were able to leverage their international network, to identify and approach a number of strategic buyers which generated significant interest in BM TRADA.

In addition, Grant Thornton were able to provide a wide range of expert Advisory

services to the shareholders to ensure the successful completion of the transaction.

This included specialist Pension and Tax advice in respect of the company’s final salary pension scheme, advising on its complex international network of subsidiaries and joint ventures, and structuring a carve out of part of its Middle East businesses.

With these numerous complexities it was vital that the Grant Thornton team was able to react and provide advice in an efficient and joined up manner in what was a multifaceted process.

The acquisition will extend Exova’s certification and building products testing offering, and increase their global reach into eight new countries.

Wendy Hart, the partner leading the transaction commented: “It’s been a real Grant Thornton team effort on what was a complex and challenging transaction. It was a pleasure working with the BM TRADA team, and, I think together, we achieved a fantastic result for the shareholders.”

Case Study | BM TRADA

“ The Grant Thornton team was absolutely fantastic and right for us. A number of challenges presented themselves on this transaction, and the Grant Thornton team guided us through these whilst also being a great source of encouragement and support to the team. An excellent result was achieved for the shareholders, and for that we owe the Grant Thornton team a big “thank you”. ”Chris GillChairmanBM TRADA

Acquisition of Synarbor plc

Education recruitment


Grant Thornton provided corporate financial advisory, tax advisory and due diligence services

Sovereign Capital Partners LLP

Acquisition of majority stake in the Pell Frischmann Group

Civil and structural consultancy

£undisclosed September 2015


RAG Stiftung Beteiligungsgesellschaft mbH

Disposal of HES to HomeServe plc

Boiler installation, repairs and maintenance

£undisclosed October 2015


Home Energy Services Limited

Additional financing facilities to exercise the group’s growth strategy

Niche specialist service provider

£9.5 million September 2015


Premier Technical Services Group plc

Disposal to Mortice Group plc

Facilities management

£10 million September 2015


Office & GeneralGroup Limited

Disposal to RehabWorks

Wellbeing and specilist training provider



Right Corecare Limited

10 Leading the way

Consumer Markets

International deals

Acquisition of majority shareholding by Recruit Holdings

Online hair and beauty market place

$222 million May 2015

Grant Thornton provided SPA advisory services and tax structuring advice

Wahanda

Investment in Eat 17 joint venture

SPAR stores and restaurants

£undisclosed April 2015


A.F. Blakemore & Son Limited

Acquisition of Cherry Valley Foods Limited

Food manufacturers

£undisclosed February 2015


Faccenda Foods

Aquisition of C & J Knight Limited

Luxury serviced apartments



Mansley Group Holdings Limited

Integration support for 2 acquisitions and a joint-venture

Organic vegetable supplier


Grant Thornton provided business consulting services

Produce World Group Limited

Acquisition of Sofa.com by CBPE Capital LLP

Retail



CBPE Capital LLP/Sofa.com Limited

Sale to Leathams Limited

Food and beverage

£undisclosed May 2015


Westbridge Food Group Limited / Bri-Tal (Foods)

Acquisition of Bathrooms International Limited

Supplier of bathrooms



THG Paris

Sale of trade and assets to Samsonite Inc

Retail sector

£15.75 million February 2015

Grant Thornton provided corporate finance advisory and tax services

Rolling LuggageLimited

Revitalised consumer confidence was reflected in increased Consumer Markets M&A in 2015, particularly in Food & Beverage. Several mega-deals were announced, the largest being AB InBev’s £71bn acquisition of SABMiller.

Consumer spending, however, remains restrained in certain sectors. Across all Consumer sectors, more discerning, time-pressured, cost and health-conscious consumers are shaping an increasingly polarised market, with successful players at the luxury and value ends, but the middle squeezed. The need to innovate to adapt is ever increasing.

Pressure on traditional high street retailers and the big four supermarkets will continue to intensify, from discounter groups and the inexorable rise of online shopping. To reduce their exposure, consumer businesses need multiple routes to market, whether an online offering or export markets.

Hospitality boomed in 2015, with rapid growth in branded chain restaurants and casual dining venues. However, this has created overcapacity, which will further increase competition.

These trends will drive M&A activity in 2016. Asian corporates retain appetite for western brands, particularly food and beverage brands with health or technological characteristics. Trade groups will continue to use M&A to balance their portfolios and access alternative routes to market, while private equity has cash to invest in a familiar, relatively recession-proof sector.

Acquistion of Adelie Food Group Limited

Food to go


Grant Thornton provided due diligence and tax advisory services

H.I.G. European Capital Partners LLP

Leading the way 11

Acquisition of E.S.C. (Europe) Limited

Online retailer of gazebos, party tents, household kitchen and fishing products



Tandem Group plc

Issue of an unlisted retail bond

Food and beverage



The Innis & Gunn Brewing Company Limited

Acquisition of Treatwell Holding B.V. by Hotspring Ventures Limited

Online hair and beauty market place across Europe

€33.75 million June 2015

Grant Thornton provided due diligence and SPA advisory services

Wahanda

Development capital raising and partial sale to Business Growth Fund

Thai casual dining

£6.4 million November 2015


Giggling Restaurants Limited

Acquisition

Health food sector



Nutrisure Limited

Our Corporate Finance team advises on the cross border sale of Rolling Luggage to Samsonite, the world’s largest luggage manufacturer and retailer

Background to the dealThe Grant Thornton Corporate Finance team, headed up by Advisory Partner Duncan Lamb, advised shareholders of the Tie Rack Retail Group Ltd (trading as Rolling Luggage) on the sale to Samsonite Inc.

Rolling Luggage is a specialist airport retailer with presence in 37 locations globally, including locations at Heathrow, Frankfurt, Sydney and Hong Kong.

The successful turnaround by Rcapital, which included securing a long-term extension to its stores at London’s Heathrow Airport, ensured Rolling Luggage was an attractive proposition to global players such as Samsonite.

How we made a differenceThe confidential sale process, which attracted a number of interested parties, allowed the Advisory team to ensure the

best possible result was achieved for the shareholders of the business.

The transaction involved a number of complex structuring and tax issues which Grant Thornton’s transactional tax team provided significant input into, ensuring the transaction proceeded on acceptable terms to all parties.

In addition, there were a number of complexities to this cross border deal, allowing Grant Thornton to demonstrate a truly global one firm approach.

The deal with Samsonite will allow Rolling Luggage to continue to build on its recent success and further accelerate its growth.

Duncan Lamb, who led the transaction, commented: “It was a real pleasure working with the team on what was a complex and challenging international transaction, where we managed to generate real value add for the client.”

Case Study | Rolling Luggage

“ The Grant Thornton Corporate Finance team worked with ourselves and the management team at Rolling Luggage throughout the sales process and together we have achieved an excellent result for all stakeholders of the business. ”Jamie ConstableCEORcapital Partners LLP

Refinance and new debt raise

Food and Beverage

£30 million December 2015

Grant Thornton provided debt advisory and due diligence services

Camerons Brewery Limited

12 Leading the way

Healthcare

MBO of Vernacare by Palatine Private Equity

Single use healthcare products


Grant Thornton provided corporate finance and tax advisory services

Palatine Private Equity / Vernacare

Acquisition of The Real Shaving Company brand

Cosmetics



Swallowfield plc

Acquisition of Your Vets (Holdings) Limited

Veterinary service provider

£12 million March 2015


CVS Group plc

Acquisition of Highcroft Pet Care Limited

Veterinary sector

£7.4 million October 2015


CVS Group plc

Cost reduction, back-office carve-out and business transformation programme

Primary, secondary and urgent care services



Care UK Limited

Acquisition of MacuVision Europe Limited

Pharmaceuticals sector

Up to £11.5 million January 2015


Alliance Pharma plc

Refinancing

Healthcare services



Ludlow Street Healthcare Group

Acquisition of Northwest Surgeons

Specialist veterinary services



Companion Care Vets

International deals

Disposal of Medical Innovations Group to Cantel Medical Corp

Medical devices


Grant Thornton provided corporate finance advisory services and tax advisory services

Medical Innovations Group

Disposal to MWI Veterinary Supply Inc

Veterinary support services



Vetswest Limited

Sale to HC-One Limited

Operator of care homes



Meridian Healthcare Limited

Acquisition of Nano MR Inc

Pathogen capture technology direct from blood

$24 million January 2015


DNA ElectronicsLimited

Sale to Sutures India

Medical products



ClinisuppliesLimited

Refinancing

Domiciliary care



Optimo Care Group Limited

With continued interest from both international buyers and private equity investors, 2015 was a very active year for M&A activity in the medical device and pharma services subsectors. In the social care space the story has been different, with a polarisation of investor interest. Private pay high quality elderly care assets and high acuity specialist care services continue to attract high demand, whilst local authority-led care providers have had to contend with tightening budgets and the impending introduction of the National Living Wage. We expect this trend to continue into 2016 with businesses in the right segments attracting very high levels of investor interest. Whilst long-term demographic trends continue to make the sector appealing to investors, further clarity is needed over funding in some areas to ensure investor appetite.

Acquisition of the Healthcare Products Business from Sinclair IS Pharma plc and the subsequent readmission to AIM

Pharmaceuticals sector

£127.5 million December 2015

Grant Thornton acted as reporting accountant

Alliance Pharma plc

Leading the way 13

Our Corporate Finance team advises on the sale of Medical Innovations Group Holdings Ltd to US trade buyer Cantel Medical Corp

Background to the dealGrant Thornton advised on the sale of Medical Innovations Group Holdings Ltd (MIG) to Cantel Medical Corp (Cantel).

MIG is an Essex based medical devices manufacturer and global distributor, specialising in innovative endoscope sterile storage solutions, as well as other endoscopy consumables, bespoke procedure carts, and other trademarked medical products.

Throughout the past 18 months, MIG have delivered significant turnover and profit growth as a result of shifting to a direct sales model, and through opening sales offices in France and the USA.

Following several opportunistic approaches by potential buyers, the shareholders of MIG selected Grant Thornton to advise them based on our sector experience, mid-market credentials and our experience in complex cross-border deals.

How we made a differenceGrant Thornton led negotiations with parties who had previously approached MIG, as well as identifying additional strategic buyers including Cantel.

Cantel is a NYSE listed medical devices company specialising in infection control and prevention. With the addition of MIG to its growing portfolio, Cantel will be able to offer a market leading end-to-end endoscope reprocessing and storage solution, and will have the most comprehensive endoscope infection prevention and management system in the industry.

Following a highly competitive process three detailed offers were developed, of which Cantel’s proved to be the most attractive. The final deal represented more than 10x EBITDA, reflecting a significant strategic premium above market multiples.

Grant Thornton provided Lead Advisory and Tax Advisory services to the shareholders, which delivered a deal value significantly above expectations.

Mike Hughes, who led the transaction, commented “David Mason and Paul Stoner have built a fantastic business with a suite of great products and intellectual property. Cantel are an excellent fit, both commercially and culturally, with the MIG business. We wish them every success for the future.”

Case Study | Medical Innovations

“ Grant Thornton did an excellent job in leading us through from start to finish in what turned out to be a complex transaction. The team was instrumental in delivering an exceptional outcome for the shareholders. They really went the extra mile for us, and impressed us with their insight, judgement, hard work and dedication in delivering this fantastic result. I would certainly recommend them as a high quality Corporate Finance adviser. ”David MasonCEOMedical Innovations Group

14 Leading the way

Technology, Media and Telecommunications

International deals

AIM Admission

Financial software

£18.4 million market cap March 2015

Grant Thornton acted asnominated adviser

TechFinacials Inc.

Refinancing of CR7 Services Limited

Telecoms



Living Bridge EP LLP / CR7 Services / 123 Send

Investment in Flow Communications Limited

IT network design and security

£2.75 million April 2015


Maven Capital Partners LLP

Disposal to Intercity Telecom Limited

Cloud communications provider



Gage Networks LLP

Loan funding from Greater Manchester Combined Authority for software development and implementation

Retail software and analytics



FootClicks UK Limited

Acquisition of Centre4 Testing Limited

Software testing



Living Bridge EP LLP

Acquisition of Excelian Limited

System integration and technology consulting company

£13.9 million February 2015


Luxoft Global Operations GmbH

Acquisition of IGEFI Group Sarl by Temenos Software Luxembourg SA

Technology

€235million March 2015

Grant Thornton provided SPA advisory services

Multifonds (IGEFI Group Sarl)

Refinancing of Agilisys with Barclays and Alcentra

Technology


Grant Thornton provided due diligence and financial modelling services

Agilisys

Investment in Fluidata Limited

Data connectivity solutions



Rigby Group plc / SCC Limited

Technology, Media and Telecommunications has undoubtedly been a seller’s market in 2015 as global deal values hit record levels. The combination of corporates using strong balance sheets for M&A to counteract challenging organic growth conditions, and cash rich private equity houses supported by cheap debt leverage, has driven valuations for the right assets to heady levels.

However, compared with deal values, growth in volumes has been more pedestrian. A mismatch remains between the supply of quality businesses large enough to provide a growth platform and the availability of capital. This has created benign conditions for shareholders realising value, but challenging for those investing.

For many, given significant volatility in the IPO market, M&A is frequently more attractive. For overseas acquirers and investors in Europe, the mid-market remains the key hunting ground and we expect this to continue. Whilst the risk in valuations is probably to the downside, the right businesses will continue to command a premium.

Technology continues to drive change across all industries. The challenge for investors is to find businesses with a differentiated proposition, a scalable market opportunity and management capable of delivering the vision. All areas of software, infrastructure services and fintech are hot spots and we expect 2016 to continue to be very active.

Leading the way 15

Sale to Node4 Limited

Managed cloud services provider



Premier IT Networks Limited

Disposal of Briefing Media (Group) Limited

Media – publishing and events



Kester Capital LLP

Reverse acquisition of Reef Television Limited

Media, television production and publishing

£5 million July 2015


Ten Alps plc

Our Corporate Finance team advises on the sale of tastecard and Gourmet Society, the world’s largest diners’ club, to Bridgepoint Capital

Background to the dealThe world’s largest discount diners’ club, comprising tastecard and Gourmet Society, currently has over 1.1 million members, and 10,000 unique partner restaurants.

tastecard was founded in 2005, by Matt Turner, with the aim of making dining out more affordable for the public, together with helping restaurants, by encouraging people to visit their establishments more often. It is now the UK’s largest diners’ club and has become increasingly tech enabled, allowing it to continue to rapidly expand.

Gourmet Society was incorporated in 2003 as the first national diners’ club in the UK. It operates the same business model as tastecard.

Both companies were acquired in 2014 by DIDIX BV, a Dutch gift card business backed by Waterland Private Equity. Grant Thornton advised the shareholders of tastecard and Gourmet Society on these strategic transactions.

Following immediate strong growth, DIDIX, alongside Waterland, re-engaged Grant Thornton as a result of our sector expertise, to act as lead adviser on the disposal of the combined group, a bigger, non-core UK subsidiary element of the Dutch gifting business.

How we made a differenceThe Grant Thornton team ran a competitive process, with much interest coming from the Private Equity community in a very attractive, high growth asset.

Bridgepoint Capital was selected as the preferred partner for the businesses, providing all parties (DIDIX, Waterland and the shareholders of both tastecard and Gourmet Society) with the desired outcome.

The deal sees Matt Turner remain as Group CEO, alongside his existing management team, who will continue to drive the growth of the combined business both domestically, and internationally.

Grant Thornton provided Lead Advisory, Management Advisory and Tax Advisory services, enabling a seamless and joined up process for all parties and securing a prosperous future for the business.

Usman Malik, Corporate Finance Partner, who led the deal, commented: “This transaction is a fantastic result for all involved. Going forward, there is huge potential for the combined business to grow with the support, experience and backing of Bridgepoint.”

Case Study | tastecard & Gourmet Society

“ The Grant Thornton CF team was the outstanding adviser, demonstrating the team clearly understood the value drivers of Didix’s Diners' Club, to ensure the business was strategically positioned for a process and ensuring Waterland and all stakeholders' objectives were met and exceeded. Their knowledge of, and relationships with trade and financial buyers globally was highly impressive.”Boudewijn JansenCEODIDIX BV

Acquisition of Wick Hill plc

Value added IT distributor



Rigby Group plc

Disposal of the world’s largest discount diners club

Restaurant dining club



tastecard and Gourmet Society

16 Leading the way

International deals

Technology, Media and Telecommunications

Acquisition of 100% of C6 Intelligence Information Systems Limited and UK Group companies

Provision of data and intelligence in the field of customer due diligence

£undisclosed November 2015

Grant Thornton provided due diligence, SPA advisory and completion account services

Mergermarket Limited

Sale of Silicon Laboratories Inc.

Wireless mesh networking module specialist

$20 million November 2015


Telegesis (UK) Limited

Acquisition of SIP Communications plc

Cloud based software services and communication



Specialist Computer Centres plc

Acquisition of Product Support Solutions Inc.

Telecommunications services

$8 million November 2015


Eckoh plc

Acquisition of Arqiva’s Secure Solutions business

Public safety ICT



telent Technology Services Limited

Acquisition of a majority stake in Zycko Group Limited

Value added IT distributor

£undisclosed December 2015


Rigby Group plc

Acquisition of a majority stake in One Point Telecom Limited

Mobile services provider



Rigby Group plc

Acquisition of Adconnection Limited

Media planning and buying



Chime Communications Limited

Growth capital

Software for the legal services vertical



Peppermint Technology

Sale of Proquote Limited and the trade and assets of LSEHub to IRESS

Market data and trading software



London Stock Exchange Group plc

Acquisition of Hyperactive Broadcast Limited

Provider of television broadcast equipment and services



Gravity Media Group Limited

Acquisition of Wax Digital Limited by August Equity LLP

eProcurement software



August Equity LLP

Merger with The Test People

Software services


Grant Thornton provided corporate finance advisory, due diligence and financial modelling services

Centre4 Testing

Centre4TestingTesters as a Service

Leading the way 17

Our Corporate Finance team advises on the sale of Telegesis (UK) Limited to Silicon Laboratories Inc.

Background to the dealTelegesis was established in 1998 and has worked with the ZigBee protocol for over 10 years, designing and manufacturing ZigBee modules on the Ember Silicon Labs platform. In this time, Telegesis has shown strong growth, has built up a loyal customer base and international distribution network.

Telegesis exclusively uses Silicon Labs’ ZigBee technology in its module products which are deployed in smart meters, USB adapters and gateways for smart energy applications, home automation, connected lighting, security and industrial automation.

The strategic acquisition accelerates Silicon Labs’ roadmap for ZigBee and Thread-ready modules. As strategic partners, Telegesis’ leadership in the ZigBee module market complements Silicon Labs’ 11 years of experience in developing, certifying and shipping standards.

How we made a differenceGrant Thornton engaged with the venture capital and management shareholders to deliver a transaction which met the objectives of all the stakeholders.

In a targeted process, Grant Thornton progressed the deal opportunity with Silicon Labs, recognising the strong strategic fit, their pre-existing relationship, and appetite for the transaction.

The process was efficiently managed to complete the transaction within the schedule and financial targets set by both companies.

Steve White, Corporate Finance Director, who led the deal commented: “This is an excellent outcome for all the stakeholders in Telegesis and positions the business with a strategic partner who is well placed to exploit the significant growth opportunities in the Internet of Things (IOT) market. We are delighted to have secured this transaction that will continue to build on the outstanding position that Nicholas and his team have built in the market as a world class wireless module developer.”

Case Study | Telegesis (UK) Limited

“ We have been delighted with the work that the Grant Thornton team has done for us. Their strong sector knowledge and transactional experience has been invaluable, resulting in us finding a partner that secures a great future for the business and delivers an outstanding result for the shareholders.”Nicholas GomersallManaging DirectorTelegesis (UK) Limited

18 Leading the way

Industrials

Acquisition of DLRS N.I. Limited

Security printing



The TALL Group of Companies Limited

Disposal to Masco UK Window Group

Designer and manufacturer of windows and doors



Evolution Manufacturing Limited

International deals

Acquisition of HVAC & Refrigeration Engineering Limited by OTEAC Limited

Heating, ventilation and air conditioning solutions

£10.25 million May 2015


OTEAC Limited

The UK Industrials sector enjoyed another strong year in 2015, with growth in many sectors, particularly amongst automotive and specialist technology-led industrial providers. The international outlook is more varied as significant growth slowdowns in central Europe and China raise concerns about the continued strength of the global industrials market. However, key indicators including Markit and other statistics on inward investment into the UK suggest that 2016 should still be a strong year because of the continued perception that the UK offers quality products and increasing efficiency.

Fears that the UK economy is overheating compared with its European counterparts and that the strong pound could depress exports appear to be receding, with many manufacturers indicating they have been able to maintain production volumes. Meanwhile, continued low oil prices suggest that cost pressures should be kept under control in the short-term.

Continued global expansion remains a key issue for the larger industrial players, with government increasingly seen as an important player in supporting overseas development. The imperative to manufacture close to the point of consumption is clearly a factor that will drive the growth and investment of UK corporates outside the domestic market if they are to tackle global expansion.

Acquisition of Countrywide Waste Management Limited

Waste management



Reconomy (UK) Limited

Acquisition of Armfield Limited

Specialist engineering and research equipment

£9.8 million January 2015


Judges Scientific plc

Sale of Rushmore Associates to IHS Inc

Oil and gas



Rushmore Associates Limited

Acquisition of Specialist Hire Group

Industrial equipment hire


Grant Thornton provided corporate finance advisory and due diligence services

Doosan Industrial Vehicle UK Limited

MBO of Jablite and Styropack

Building materials and packaging



Synbra UK Limited

Reverse acquisition of Gama Aviation Holdings (Jersey) Limited, placing and re-admission to AIM

Private/business aviation services

£120.4 million market cap £22.95 million placing January 2015


Gama Aviation plc

Acquisition of Thermotech Engineering Services and G8 Environmental Solutions

HVAC engineering



Cordant Group plc

Leading the way 19

Disposal of Croydex Group to Norcros plc

Bathroom accessories and furnishings



Croydex Group Limited

Disposal to Hong Kong International Aviation Leasing Company Limited

Rental of specialist trailers and trucks



Grayrentals plc

Acquisition of MIRA Group

Testing and engineering for the automotive and aerospace sectors


Grant Thornton provided specialist advisory services

Horiba Limited

Adoption

Exploration and mining



Mwana Africa plc

Our Corporate Finance team advises HORIBA Limited on the acquisition of MIRA Group

Background to the dealJapanese listed business HORIBA Limited, a leading supplier of measurement systems to the automotive industry, has acquired MIRA Group for £83.1 million. The transaction sees the formation of the new company, HORIBA MIRA Limited.

Established in 1946, Nuneaton-based MIRA provides testing, design and development research services to the automotive, railway and aerospace sectors.

The acquisition will enable HORIBA to expand its vehicle development and testing business, and contribute to the development of next generation mobility, such as autonomous vehicles, electric vehicles and ultra-low fuel consumption vehicles.

How we made a differenceGrant Thornton’s Corporate Finance team provided a range of services to HORIBA throughout the cross-border transaction, which included deal support, tax structuring, financial and tax due diligence, pension advice and valuation input. Our work supported HORIBA in negotiating an improved deal and importantly was delivered within the time constraints set by various key stakeholders.

We are assisting HORIBA on post deal matters identified during the diligence process, and are well placed to secure the audit and tax compliance work, going forward.

MIRA Chief Executive, George Gillespie, said: "MIRA is a leading business in the automotive sector, with extensive expertise in engineering, and fantastic ambitions for the future. This deal will enable us to bring together our research expertise and capabilities, to develop the business moving forward".

Mark Clement, who led the transaction, commented: "We are delighted to have advised HORIBA on this multi-million pound transaction at what is a very exciting time for the HORIBA Group. This was a complex deal, as demonstrated by the range of services we provided, and is further evidence of the increased confidence we have seen, both locally and nationally, as the economy continues to grow. Businesses are now looking to expand into the future and we expect to see a further increase in M&A activity over the coming year."

Case Study | Horiba

“ The services provided by Grant Thornton, which covered diverse fields, was really valuable given the complexities in this deal. Proactive advice on different areas, such as financial due diligence and tax, was indispensable to complete the deal within the fixed time limit.”Junichi TajikaDeputy General Manager, Finance & Control DivisionHORIBA Limited

Adoption

Gold exploration and mining



Galantas Gold Corporation

20 Leading the way

Industrials

International deals

Acquisition of Woodhill Printers

Specialist packaging


Grant Thornton provided corporate finance advisory services and tax advisory services

Cepac Limited

Acquisition of the Argus thermal imaging camera from e2v Technologies plc

Design and engineering



Avon Rubber plc

Sale to Victoria plc

Manufacturer of carpet underlay and related accessories

£65 million September 2015


Interfloor Group Limited

Global Special Opportunities Limited acquisition of Glencore plc’s stake in Falcondo

Nickel mining


Grant Thornton provided due diligence, tax structuring and SPA advisory services

Global Special Opportunities Limited

Sale to W & R Barnett Limited

Corrugated packaging



Logson Group

Acquisition of Savills Solar Limited

Waste and renewable energy

£5 million October 2015


Aviva Investors PiP Solar PV No. 1 Limited

Fast track admission to AIM of ASX quoted Tlou Energy Limited

Oil and gas exploration and production

£12.6 million November 2015

Grant Thornton acted as nominated adviser

Tlou Energy Limited

Acquisition of Strata Products Limited

Manufacturer of plastic products

£24 million November 2015

Grant Thornton provided due digilence services

RPC Group plc

Novem ber 2015

Acquisition of Strata Products Limited


RPC Group plc

£ 24 m illion

Manufacturer of plastic products

Merger with Barony Universal plc

Aerosol manufacturer



Sanmex International Limited

Novem ber 2015

Merger with Barony Universal plc


Sanmex International Limited

£ undisclosed

Aerosol manufacturer

Adoption

Gold mining and exploration



Dalradian Resources Inc

Acquisition of STC Energy Carbon Holdings Limited

Energy procurement



Inspired Energy plc

Septem ber 2015

Acquisition of WoodhillPrinters

Grant Thornton provided corporate finance advisory and tax advisory services

Cepac Limited

£ undisclosed

Specialist packaging

Disposal of Land Rover dealership

Automotive


Grant Thornton provided corporate finance advisory services and tax services

Armstrong-Massey Holdings Limited

Investment in KiWi Power, a UK based demand response aggregator

Energy and utilities



ENGIE NewVentures (formerly GDF Suez NewVentures)

Acquisition of Lotus F1 Team Limited

Motorsport


Grant Thornton provided due diligence services and tax services

Renault Sport S.A.S

Leading the way 21

Our Corporate Finance team advises on the dual listing on AIM of ASX-listed Tlou Energy Limited

Background to the dealTlou Energy Limited is a Coalbed Methane (CBM) natural gas explorer and pilot producer with interests in southern Africa. Its principal assets are based in Botswana, where it has one of the most advanced CBM projects in the country.

Botswana is one of Africa’s most stable countries and its recent economic growth has been high by African standards. It is the world’s largest exporter of diamonds but has recently been seeking to reduce its economic dependence on diamonds, moving to boost local business and employment in other sectors.

Tlou was set up to supplement the energy needs of the rapidly growing southern African region, through supplying natural CBM gas to generate new electrical energy as well as to replace existing diesel and coal fired power generation.

Tlou listed on the Australian Stock Exchange in 2013 with a large number of UK shareholders and the company wanted to list on AIM to take advantage of their UK investor pool.

How we made a differenceGrant Thornton UK were engaged as Nominated Adviser with assistance from Grant Thornton Australia. The client appointed us on our ability to service clients through our teams in the UK and Australia.

Tlou successfully raised funds through a mixture of existing and new investors from the UK and Australia. The dual listing completed on schedule with only 10 weeks between our appointment and the announcement of the transaction. Tlou was admitted to trading on AIM with a market cap of £12.5 million on 30 November 2015 under the ticker TLOU.

Jen Clarke, Associate Director, who led the deal commented: “This transaction demonstrated a great example of capitalising on our international network and showing that we can seamlessly service clients across jurisdictions and time zones, resulting in a highly efficient and high quality level of service which was recognised by our client.”

The deal represents another strong credential for Grant Thornton in the natural resources sector.

Case Study | Tlou Energy

“ We appointed Grant Thornton because of their AIM experience and because of their coverage both in the UK and Australia. During the admission process, the Grant Thornton team work seamlessly with our other advisers to a tight timetable. The team provided endless support to us and we look forward to working together as we grow as a company.”Colm CloonanChief Financial OfficerTlou Energy Limited

22 Leading the way

Financial Services

Adoption

Institutional stockbroker and corporate adviser



Numis Corporation plc

IPO

Investment trust

£800 million April 2015

Grant Thornton provided reporting accountant services

Woodford Patient Capital Trust plc

Acquisition of Evolution UK General

Insurance

£undisclosed 2015


Arthur J. Gallagher & Co Limited

Planning support for the integration of RK Harrison

Insurance



Hyperion Insurance Group Limited

Acquisition of FC Fund Managers Limited

Investment management



Frenkel Topping plc

Main Market to AIM share transfer and fundraising via a placing

Life assistance products

£20 million February 2015

Grant Thornton provided reporting accountant services

CPP Group plc & Numis Securities Limited

Admission of listed portfolio shares to trading on AIM

Equity investment instruments



Vietnam Infrastrucure Limited

Sale to Markit Group Limited

Foreign exchange software



Option Computers Limited (t/a DealHub)

Bonus Issue of Warrants to subscribe for Shares

Closed end investment company



VietNam Holding Limited

International deals

The buoyant trend in M&A activity in the Financial Services market continued in 2015 across all three sub sectors; Banking, Insurance and Investment Management. Activity paused over the period covering the General Election, but once the political situation was clarified, Financial Services M&A resumed its strong growth, eventually reaching almost double the number of completed transactions compared with 2014. A number of ‘mega’ deals were completed across the sub-sectors, but the mid-market transactions space was also active.

The coming year will prove interesting. The uncertainty created by the negative reaction in equity markets to the continuing slowdown of the Chinese economy and the low levels of oil prices, which are weighing heavily on the global economy, is being offset by continuing access to cheap debt, the large amounts of capital at the disposal of private equity and the large cash balances held by corporates, which together provide the background for on-going buoyancy in M&A. Financial Services faces challenges to organic growth, which will continue to force buyers to seek quality assets, acquire niche specialisms and seek access to local specialist knowledge through overseas purchases.

Adoption

Financial Technology



Teathers Financial plc

Leading the way 23

Admission of ZDP shares to the LSE’s main market

Alternative finance

£126 million market cap September 2015


GLI Finance Limited

Disposal to McMillan Shakespeare Group

Financial services



Anglo Scottish Asset Finance Limited

Disposal to Asset Alliance Limited

Asset finance provider



Forest Asset Finance Limited

Our Corporate Finance team advises on the sale of DealHub to Markit

Background to the dealDealHub, the London-based foreign exchange trading, processing and business intelligence solution to global financial markets has been acquired by Markit, one of the world’s largest financial information services companies.

DealHub was founded by Peter Kriskinans in 1985 as an FX trading service and has today grown internationally with a global client base and offices across London, Singapore and Hong Kong. Clients include leading investment banks like JP Morgan, UBS, HSBC and Deutsche Bank.

The acquisition allows Markit to broaden its FX offering, providing its clients with an end-to-end solution and expand its customer base across banks, brokers and asset managers. The deal secured an outstanding exit for the shareholders, who will continue to support the business under Markit.

How we made a differenceThe sale of DealHub marks Grant Thornton’s 6th FinTech deal in a short span, delivering high value Advisory solutions to entrepreneurs, corporates and private equity. The deal team,

comprising both Corporate Finance and Transaction Tax experts, worked alongside DealHub’s shareholders to provide integrated advice.

The transaction involved carving out of non-core entities and dealing with cross-border teams, which Grant Thornton helped to manage, delivering a highly strategic price for the shareholders, with potential for considerable future upside.

Mike Hughes, Corporate Finance Director, who led the deal commented: “The sale of DealHub to Markit is a fantastic result for all involved. We managed a tightly run process ensuring the key requirements of the exiting shareholders were fully met.”

Andy Morgan, Corporate Finance Partner and Technology Sector Leader who co-lead the deal commented: “London remains the global centre for FinTech activity right now and M&A activity and valuations are very strong. This latest Fintech deal re-affirms Grant Thornton’s position at the heart of what is happening in the sector and our ability to deliver real strategic value for our clients.”

Case Study | DealHub

“ The Grant Thornton team delivered a seamless solution for the shareholders covering all aspects of the deal. Their understanding of key issues for our business, as well as what was important to the buyer, really added strategic value for us. They really delivered and were a pleasure to work with.”Peter KriskinansFounder and CEODealHub

40NUMBERof PE deals in

TotalInternationalPE DEALS

2015 10

6Consumermarkets

3Healthcare

SECTORBREAKDOWN

4Financial

services

7Business services

13Technology,media and

telecommunications

7Industrials

24 Leading the way

Private Equity

Leading the way 25

Grant Thornton’s Private Equity team

2015 was another prolific year of exits for UK private equity, with nearly 100 exits with a combined value of £10bn. Fundraising continued apace, but the same cannot be said of investing new capital. Deployment of capital wasn’t easy in 2015; within this, secondary volumes held up, though primary deals were significantly down, with commentators attributing this to a combination of stiffer competition from corporates and an increase in deal multiples and valuation expectations.

At Grant Thornton we can certainly attest to an unquestionable appetite to deploy capital. Having been involved in 40 private equity deals in 2015, we saw a significant number of new market entrants which added to an already highly competitive UK mid-market investment community. Earlier in the year we referred to the importance of dealflow origination and focusing on firm differentiators. With market competitiveness expected to continue, this will remain paramount to a fund’s ability to successfully and consistently deploy capital.

The outlook for 2016 should be positive. With at least £130bn of dry powder waiting to be deployed, coupled with the diverse range of debt financing options, few can remember the industry better equipped at the starting line despite a number of regulatory changes continuing to be worked through, such as changes to VCT investment rules and the way carried interest is taxed.

Notwithstanding this, most people are looking forward to 2016 with optimism, with investors reporting strong pipelines, a long list of successful fundraises and high-return exits fresh in the memory. At a deal level, the increase in multiples coupled with scarcity of investment opportunities will continue to challenge investors – discipline and focus will be the order of the day in 2016.

Private Equity clients Some of our clients

26 Leading the way

Notes

Leading the way 27

Notes

V25605

© 2016 Grant Thornton UK LLP. All rights reserved. ‘Grant Thornton’ means Grant Thornton UK LLP, a limited liability partnership. Grant Thornton is a member firm of Grant Thornton International Ltd. (Grant Thornton International). References to ‘Grant Thornton’ are to the brand under which the Grant Thornton member firms operate and refer to one or more member firms, as the context requires. Grant Thornton International and the member firms are not a worldwide partnership. Services are delivered independently by member firms, which are not responsible for the services or activities of one another. Grant Thornton International does not provide services to clients. This publication has been prepared only as a guide. No responsibility can be accepted by us for loss occasioned to any person acting or refraining from acting as a result of any material in this publication.

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Grant Thornton UK LLP is a leading financial and business adviser, operating out of 26 offices. Led by more than 185 partners and employing over 4,500 of the profession’s brightest minds, we provide personalised Assurance, Tax and Advisory services to over 40,000 individuals, privately held businesses and public interest entities.

Our national team of Corporate Finance advisers work with entrepreneurial businesses, their owners and management teams in the mid-market at various stages of their lifecycle including growth capital and refinancing solutions, strategic acquisitions, management buy-outs and company sales. From exploring the strategic options

available to you as a business or shareholder, advising and project managing the chosen solution, we provide a truly integrated corporate finance offering. We are a member firm within Grant Thornton International Ltd, one of the world’s leading international organisations of independently owned and managed accounting and consulting firms. Clients of member and correspondent firms can access the knowledge and experience of more than 40,000 people in over 130 countries and consistently receive a distinctive, high-quality and personalised service wherever they choose to do business, adding real value on cross-border M&A transactions.

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