Public Company Update: November 2019
Welcome to the November 2019 edition of our biannual Public Company Update, for directors and in-house counsel of quoted companies, nomads/brokers and sponsors, and other corporate finance professionals and intermediaries.
Despite the shadows cast from the ever-uncertain Brexit, and deceleration in IPO activity across the UK and European markets, our Capital Markets team continue at a steady pace. Notable deals from the past six months include three technology related transactions:
In September, we advised WH Ireland and Dowgate Capital in connection with the purchase by Blockchain Worldwide plc, of the Entertainment AI group ("EAI"). EAI brings together a popular You Tube channel aimed at fast car and racing enthusiasts, with a technology which helps to “tag” the way in which users interact with the channel and thus provide much better intelligence on use preferences to advertisers. We look forward to see how the group grows on the AIM Market, in this growing media tech sector. We also advised N+1 Singer on its £81m tender offer on behalf of Checkit, a management tool software provider using IoT, mobile and cloud technologies.
In October, we advised main market listed client, discoverIE, a leading international designer, manufacturer and supplier of customised electronics to industry, on its acquisition of Xi-Tech Limited and its wholly-owned subsidiary Sens-Tech Limited. Sens-Tech is a UK-based designer, manufacturer and supplier of specialist sensing and data acquisition modules for x-ray and optical detection applications, supplying the transport security, medical, food processing and industrial markets. The consideration for Sens-Tech comprises an initial cash consideration of £58m on a debt free, cash free basis with further contingent cash consideration of up to £12m.
The team as a whole continues to see strong deal flow in M&A and Private Equity activities, acting for entrepreneurs, management teams, growth companies and investors. We include four articles in this edition of our Public Company Update, which I hope you find both insightful and informative.
Finally, we should like to bring to your attention to the FCA's December event "Navigating the public disclosure regime as an SME", as well as our upcoming AIM seminar for which you can register to attend - see more below.
Mark Howard, Corporate Partner
Another deadline: Implementation of the SM&CR on 9 December 2019
Following our recent series of workshops, held in conjunction with IQ-EQ, David Hicks provides a round up of how to approach the implementation of SM&CR.
Points of practice: placings, acquisitions and MAR
When the funding for a proposed acquisition (which itself constitutes inside information) is the proceeds of a placing, it will be necessary to wall cross placees on the proposed acquisition as part of the fundraising process. This gives rise to some important MAR related points of practice for the issuer which we consider in this article.
MAR round-up 2019: what the FCA expects
In August, Victoria Younghusband wrote a MAR round-up highlighting some of the key messages regarding the FCA’s current expectations for both regulated firms and issuers. The round-up is a useful snapshot of common areas of failing and what more firms and issuers could or should be doing, which is why we include it in this edition.
The UK Stewardship Code: 2020
David Hicks highlights the significant updates in the 2020 Stewardship Code, which will become effective from 1 January. Following various consultations across the FS industry, the new edition includes a more outcomes-based approach to stewardship with application to a wider range of investment market participants than the two previous editions of 2010 and 2012.
Amendments to MAR for SME growth market issuers
The European Council has adopted a regulation that amends MAR and the Prospectus Regulation with the aim of making the obligations placed on SME growth market issuers more proportionate while preserving market integrity and investor protection. The regulation is expected to be signed in late November and then published in the Official Journal. We will report further when it is published and we know the date it comes into force.
FCA event on MAR disclosure for SMEs
The FCA are holding an event "Navigating the public disclosure regime as an SME" on 4 December 2019, more details here. Although the stated applications deadline has expired, we understand that places are still available and the FCA is keen to encourage SME issuers to attend.
Annual AIM seminar: 17 January 2020
We will be running our annual AIM seminar in the new year. Once again we are delighted to be joined by Marcus Stuttard, Head of AIM, who will give a "state of the nation" market update, as well as insight from experts in our Capital Markets team. If you would like to attend, please click below to register your interest.
Victoria Younghusband, Jessica Arrol Caws and Giulia Brunello write for The Bahamas Financial Services Board 's GATEWAY Magazine on the role of IFC's in the post-Brexit environment
Victoria and Jessica consider the changing role for IFCs following the approval of the Trade and Cooperation Agreement.
Phase out of temporary restrictions on use of winding up petitions
Hannah takes a look at the recent UK Government announcement on statutory demands and the presentation of winding up petitions
Preparing your company for sale
We set out here some initial steps to consider in anticipation of a sale.
Overhaul of London's stock market listing regime set to significantly boost capital raising opportunities for founder led UK tech businesses
Charles Russell Speechlys advises discoverIE on its acquisition of Antenova
discoverIE is a leading international designer, manufacturer and supplier of customised electronics to industry.
Charles Russell Speechlys advises Acora on acquisition of Westgate IT
Westgate IT specialises in providing IT support to businesses in the South West.
Charles Russell Speechlys advises Grape Paradise on the acquisition of a fine wine business
Charles Russell Speechlys has advised Grape Paradise on the acquisition of the Sarment Group in the China Mainland territories.
Ongoing supply chain crisis looms large over upcoming allergen law change
The Business Magazine and The Surrey Chambers of Commerce report on the firm's involvement in the sale of Online Fuels Limited to DTN
The firm advised the shareholder management team on the sale of shares in Online Fuels to global data, analytics, and technology group, DTN.
Charles Russell Speechlys advises Appital Ltd on £2.5m Investment led by Frontline Ventures
Appital is an Equity Capital Marketplace which aims to bring innovation to Equity Capital Markets.
The Business Magazine, Insider Media, Business South and The Surrey Chambers of Commerce report on the firm's involvement in Appital's £2.5m growth capital investment
The injection will accelerate the development of Appital’s technology infrastructure, integration with financial institutions.
Healthcare team advises Country Court Care on £57m sale of three care homes
Country Court Care Group Ltd has been active almost 35 years as a nursing and care home operator.
Pei Li Kew
B[re]aking up is never easy... a lesson from the Oetker business split
Charles Russell Speechlys advises Metier on US$39m investment into Africa Mobile Networks
AMN builds, owns, operates and maintains mobile network infrastructure in Africa.
Charles Russell Speechlys advises Apposite Capital on acquisition of i2a Diagnostics
i2a is a leading provider of laboratory instruments, software and reagents for the clinical microbiology market in France.
Brace yourselves: dentists could be liable for actions of self-employed staff
Private companies and public interest – a new approach to corporate governance?
Is now the optimal time to sell your company?
Charles Russell Speechlys advises Duke Royalty on royalty financing agreement with Fairmed Healthcare AG
Duke Royalty is the leading provider of royalty finance to companies in the UK and Europe.
Charles Russell Speechlys shortlisted for Best EIS/SEIS Legal/Regulatory Adviser at 2021 EISA Awards
The Awards denote excellence and recognise the achievements of EIS/SEIS practitioners over the past year.