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.
Sponsor Licence Compliance: Key considerations & how to be audit ready
Join us for the third in our series of mini webinars on post Brexit immigration about sponsor licence compliance.
Dual class share structures: how do they work and what are the pros and cons?
Dual class share structures allow a shareholder, for example the founder, to retain voting control over a company.
COVID-19 Vaccination – can an employer make it compulsory for employees?
We review what legal issues to take into account when considering to make vaccination compulsory as an employer.
The Lawyer, New Law Journal, International Adviser, CDR Magazine and eprivateclient report on the firm's partner promotions
Charles Russell Speechlys promoted five lawyers to partner, effective 1 May 2021.
Linking ESG and Executive Pay
How does a business go about embedding a focus on strong ESG performance into the structures and culture of its organisation?
National Security and Investment Act granted Royal Assent
The Act establishes a new regime for the review of mergers, acquisitions and other transactions that could threaten national security.
Charles Russell Speechlys advises Waverton on acquisition of Cornerstone Asset Management
Established in July 2010 and with offices in Edinburgh and Glasgow, Cornerstone offers wealth management and financial planning advice.
Charles Russell Speechlys promotes five to Partner
The promotions are effective 1 May 2021 and are accompanied by one Legal Director and 15 Senior Associate promotions.
Proposed Takeover Code Amendments – Key Changes
The Consultation Paper has now been followed by a corresponding response paper which made certain modifications to the initial proposals.
Charles Russell Speechlys advises Fudco Partnership on sale to Exponent-backed Vibrant Foods
Fudco is a family-owned business selling South Asian ethnic foods in UK and Europe.
Charles Russell Speechlys advises Polar Technology on investment by BGF
Polar Technology Management Group is a holding company for engineering businesses operating at the leading edge of technology.
Use and Regulation of Renewable Energy Certificates in the UAE
The market for trading in renewable energy certificates is set to increase in both visibility and importance.
Odey and Hffx: partnerships with mixed membership
Examining two decisions relating to remuneration arrangements in partnerships with individual and corporate membership.
Charles Russell Speechlys advises shareholders of Modern Networks on sale to Horizon Capital
Modern Networks is a leading provider of IT support, broadband and telecoms managed services to the UK’s commercial property sector.
Patrick Gearon FCIArb
Insolvency Legislation in the GCC
The interesting times of the last 14 months were preceded by the interesting times of the financial crisis of 2008/2009.
Charles Russell Speechlys advises on Trident Royalties’ US$28m Placing
Trident Royalties plc is a growth-focused mining royalty and streaming company.
Charles Russell Speechlys advises Avation plc on £7.5m secondary placing
Headquartered in Singapore, Avation plc manages a fleet of aircraft which it leases to airlines across the world.
The Corporate team's involvement in Fishawack Health’s acquisition of PRMA featured in Yahoo! Finance USA, Markets Insider and Morning Star
Martin Wright and the Corporate team provided legal support on the acquisition of PRMA Consulting.
Charles Russell Speechlys, Strategic Partners of the Asoko Insight West Africa's Family-Owned Business Report
The report is the most comprehensive study of Family-Owned Businesses throughout West Africa.
Jessica Arrol quoted by Real Deals on the implementation of SFDR
SFDR aims to remove greenwashing and promote transparency in reporting ESG, but GPs and LPs are experiencing its flaws.