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.
Our thinking
IBA Annual Conference
The IBA heads to Miami for its 2022 Annual Conference bringing together thousands hundreds of lawyers from around the world.
Andrew Collins
Charles Russell Speechlys advises Caretech Holdings PLC on its proposed £870.3 million take private
Charles Russell Speechlys is advising the independent board of Caretech Holdings PLC, in its take private sale to Amalfi Bidco Limited.
Jonathan Morley
Charles Russell Speechlys advising Battery Ventures on the sale of SPT Labtech for £650 million.
Battery Ventures has raised over $9 billion to invest in software and services, enterprise infrastructure, and much more around the world.
David Coates
Charles Russell Speechlys has advised long-standing client Stonegate on a series A investment into Peckwater Brands
Stonegate is one of the largest pub companies in the UK with a rich portfolio that covers over 4,500 sites.
Rebecca Burford
Charles Russell Speechlys acts on the sale of CAJ Mercian Holdings Limited
Mercian Logistics is an independent logistics business and services both businesses and private individuals
Mark Howard
Charles Russell Speechlys advises Content+Cloud on the acquisition of award-winning service provider Azzure IT
Content+Cloud continues its growth journey, this is our 7th successful transaction for them.
Pei Li Kew
Pei Li Kew writes for Pharmacy Business on the link between pharmacy and IP
Pei Li Kew writes for Pharmacy Business on the link between pharmacy and IP
Mark Howard
Charles Russell Speechlys advises Acora on its acquisition of Secrutiny
Charles Russell Speechlys advises Acora on its acquisition of Secrutiny
Nick White
Charles Russell Speechlys advises Symphony Holdings Limited on the sale of its PONY trade mark portfolio for USD $28 million
Charles Russell Speechlys advises Symphony Holdings Limited on the sale of its PONY trade mark portfolio for USD $28 million.
Simon Ridpath
Simon Ridpath featured in the Lawyer’s Hot 100 list
Simon Ridpath features in The Lawyer’s Hot 100 list
Mark Howard
Charles Russell Speechlys advises Europa Oil & Gas (Holdings) plc on its £7m equity fundraising
Europa Oil and Gas is a renewable energy, oil and gas development and production company.
Simon Green
International Bar Association quotes Simon Green on the future of the legal sector in Hong Kong
International Bar Association quote Simon Green on the future of Hong Kong's legal sector
Patrick Chan
Corporate Treasurer publishes Patrick Chan's comments regarding the No Consent Regime
Corporate Treasurer publishes Patrick Chan's comments on the No Consent Regime
Jamie Cartwright
Jamie Cartwright comments on the potential impact of the plastic packaging tax
Jamie Cartwright comments on the potential impact of the plastic packaging tax
Rebecca Burford
Charles Russell Speechlys partners with the Crafty Counsel community
Crafty Counsel brings together in-house legal professionals to share their experiences.
Jonathan Morley
International Business Reports reported on the firm’s involvement advising Battery Ventures on the sale of Forterro to Partners Group for €1 billion
The firm has advised global, technology-focused investment firm Battery Ventures on the sale of Forterro to Partners Group for €1 billion.
David Hicks
David Hicks quoted by FT Adviser on why Succession sold up to Aviva
David Hicks explains that private equity backers have a time horizon for their investments.
Sarah Wigington
How will the new Economic Crime Levy impact residential development joint ventures?
The Economic Crime (Transparency and Enforcement) Bill is being created through Parliament this month.
Jonathan Morley
Charles Russell Speechlys is advising Battery Ventures on the sale of Forterro to Partners Group for €1 billion.
Battery Ventures is a the global, technology-focused investment firm.
Mark Howard
Public Company Update: Winter 2021
Welcome to the Winter 2021 Public Company Update.