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Commercial law firm in Birmingham delivers 10 complex business deals in just 4 days.

 

Why so many deals so fast? 

With the fear of an imminent hike in capital gains tax to be announced in the March budget [(which never materialised)], it was a big motivator for many owners to get moving with their succession plans to achieve the March deadline.

Business deal experience around the table.

Legal Clarity is a Commercial law firm in Birmingham that has a highly experienced deal-making team. Many team members have previously worked at large corporate firms and bring this deal-making knowledge and experience with them.

Powerful automation; it creates more time to focus on the business deal essentials.

The CLARILIS legal document management system is integrated into our Commercial law firm processes. Software automation increases accuracy and dramatically cuts down the administration time. This enables the team to focus on any deal’s strategic nuances and moving the deal forward, ensuring the best business outcomes and process for our clients.

Collaboration is critical to the fast conclusion business deals.

By culture, we are objective and team collaborative rather than confrontational. The focus of any business deal endeavour is always about getting the deal done, on the right terms with minimal distraction, building good relationships with all involved – including the advisers on the ‘other side.’ Our approach involves helping to establish the best structure for any deal as well as working constructively with accountants, CF advisers, brokers and tax advisers.

Here is the summary of the ten deals in four days:

  1. Sale of Flexmort, the market leader in flexible mortuary cooling solutions to a group of investors led by Noar Limited
  2. VIAMBO of Aerocom (UK) Ltd, involved in the supply of hospital pneumatic tube systems with 93 major NHS & provate hospitals in the UK.
  3. Sale to Employee Ownership Trust of subsea engineering and training business in the oil and gas industry.
  4. Sale of Coral Products (Mouldings) Limited and Interpack Limited on behalf of Coral Products plc to One51 ES Plastics Limited, the UK subsidiary of the IPL Plastics Group, for an initial net cash consideration of £7.9 million.
  5. Purchase of Customised Packaging Limited, a plastics sheet extrusion and vacuum forming manufacturer, by Coral Products plc for £1.25 million.
  6. Acting on behalf of the management team on an £8m VIAMBO of a specialist IT solutions provider.
  7. Share sale of Coventry-based “In Transit” Transport Services Limited to Shilling Group.
  8. MBO of Birmingham based office fit out company.
  9. Partial Exit and Reorganisation involving incoming management and an EMI scheme, for Midlands based manufacturer and supplier of welfare cabins, portable toilets, secure storage and tool charge stations to the construction industry.
  10. Exit for some shareholders, combined with a Partial Exit for other shareholders with management acquiring a larger shareholding for an existing West Midlands based client specialising in the supply of forklifts.

Buying or selling a business.

THIS PAPER IS INTENDED AS A GENERAL GUIDE ONLY.  ALWAYS SEEK LEGAL ADVICE BEFORE ACTING OR RELYING ON THIS INFORMATION.

Contact us for expert advice on the best route for you and your business.

 

 

    1. Legal Clarity have assisted Aerocom in succession planning with a VIAMBO Vendor Initiated Assisted Management Buyout.

    2.  

      VIAMBO Vendor Initiated Assisted Management Buyout. The founders of Aerocom planned for retirement over four to five years, and wished to see the company carrying on with their business ethos – which has been key to the success of the business – so planned, carefully and early to ensure a smooth transition.

    3. Aerocom has grown over the past 21-years and has increased its footprint in the supply and service of hospital pneumatic tube systems with 93 major NHS & Private Hospitals in the UK. Industrial clients, including notable organisations such as Airbus.
    4. VIAMBO was advised as the best approach for the organisation, establishing a new company, Aerocom (Holdings) Limited. Aerocom (Holdings) Ltd (AHL) has acquired the total assets of Aerocom (UK) Ltd, and AUK is now a full subsidiary of AHL.
    5. The succession plan included a variety of skills and expertise at the appropriate points:The legal process was designed and fully managed by Legal Clarity, Birmingham, led by Gary Davie (Partner) and supported by Anton Ivanov (Associate).
    6. Magma Accountants, Rugby, led by Will Lodder (Partner) and Shafwaan Bheda for their VIAMBO structure, guidance and management through the process.
    7. “The proactive approach of these two companies in designing and implementing the succession process was world-class and fully deserving of recognition”..

      Buying or selling a business.

    8. THIS PAPER IS INTENDED AS A GENERAL GUIDE ONLY.  ALWAYS SEEK LEGAL ADVICE BEFORE ACTING OR RELYING ON THIS INFORMATION.
    9. Contact us for expert advice on the best route for you and your business.

 

    1. Flexmort acquired by Noar Limited, including a complex pre-sale cross border reorganisation.

    2.  

      Well done, Gary, Angela and Christina! Great feedback from a client for our guidance and successful facilitation of the deal – keeping the process clear and straightforward, including a complex pre-sale cross border reorganisation.

      Flexmort, has been acquired by a group of investors led by Noar Limited. The business was founded in 2010 by entrepreneur Simon Rothwell who identified the need for mortuary solutions to be more flexible to cope with fluctuations in demand and to overcome both manual handling and specific cooling issues.

      Having developed a market leading range, Flexmort’s products are now used worldwide across the healthcare, funeral services and emergency services sectors.

      During the COVID crisis, the company played a central role in equipping hospitals and assisting governments in contingency planning to manage and extend capacity.

      Founder Simon Rothwell appointed Legal Clarity to deal with all the legal aspects working closely with Gary Davie, Partner, Angela Faulkner, Senior Associate, and Christina Conlon, Solicitor. The sale involved significant pre-sale cross border reorganisation.

      “I cannot recommend Legal Clarity highly enough; Gary, Angela and Christina put in so much work and time to ensure this deal was concluded in time for the Budget announcement.”

      Simon added, “Gary, Angela and Christina were highly skilled at explaining some complex legal issues in a way that made sense and were always available to answer any questions. They undoubtedly assisted in also alleviating the stress that comes with selling a business by working closely with me and patiently explaining and organising every aspect.”

      Gary Davie, Partner at Legal Clarity, added “We were delighted to support Simon and play our part in securing the deal for him and opening up new opportunities for the business going forward. The deal was not without its challenges, including a pre-sale cross border reorganisation, but a pragmatic and commercial approach adopted by all parties including by Andrew Stilton as the buyer’s lead lawyer helped enormously with a smooth deal process”.

    3. THIS PAPER IS INTENDED AS A GENERAL GUIDE ONLY.  ALWAYS SEEK LEGAL ADVICE BEFORE ACTING OR RELYING ON THIS INFORMATION.
    4. Contact us for expert advice on the best route for you and your business.

Selling a business. Legal Clarity partnered with The Midlands Corporate Finance team at Azets to advise, structure and facilitate the sale of Coventry-based “In Transit” Transport Services Limited to Shilling Group.

Selling a business, especially a family business can be a very emotional experience. Barrie and Jayne Smith, the owners of ”In Transit”, commented on their experience:

“We have been impressed with both teams at Azets and Legal Clarity. It was a difficult decision to go ahead and market the business for sale, especially given the uncertainty during 2020. Both advisors have been thoroughly professional from start to finish, and we would like to thank them for their valued advice through every stage of the process. To reach a successful outcome within three months of receiving an offer is a truly remarkable achievement, and we would have no hesitation in recommending their services.”

“In Transit”, a long-standing client of Azets, was established in 1993 by the husband-and-wife team and began as a courier operator. Since 1993 the business has grown into a wide-ranging logistics firm offering road haulage, pallet network, low loader transport solutions, and warehousing services to its loyal customer base.

https://www.in-transit.net

The business saw strong demand for its services during the Covid period. The economy has responded to increased e-commerce activity and reliance on freight companies that can service these demands.

Jayne and Barrie built up this highly professional business over the course of nearly 30 years; the shareholders decided to offer “In Transit” for sale as part of their retirement plans.

Legal Clarity are experts in the structuring and the facilitation of selling a business and advise on the best route to take amongst the many options with proven approaches and structures. We ensure that we keep the jargon to a minimum and communicate to all the parties effectively. Our recommendation is to start early; planning is everything when it comes to selling a business. 

Contact us for expert advice on the best route for you and your business.

Buying & Selling a Business

Employee Ownership

 

    1. Growth Shares, the sensible incentive.

    2.  

      The key aims of the Growth Shares concept is to ensure that:

      1. the new shares to be issued to the managers/senior employees are either worthless or worth very little at the date they are issued.  This is primarily in order to prevent any benefit-in-kind type charges arising on the immediate or subsequent issue of the shares in question; and
      2. the existing shareholders ‘bank’ the current value of the company.

      In order to achieve this aim, the company will be valued on or around the date of issue of the new class of shares to managers/senior employees.  This new class of shares shall be referred to as ‘Growth Shares’ whereas the current class of shares will be referred to as the ‘Existing Shares’.

      Capital Value

      The company’s accountants will need to carry out a valuation of the company in order to ascertain its entire capital value, including the hope and expectations of any future increase in value.  This value will then be allocated to the Existing Shares.  If the entire value of the company is allocated to the Existing Shares, it will render the Growth Shares worthless at the date of issue.

    3. Value attributable to an Income Stream

      If the company has a history of paying dividends on the Existing Shares, HMRC may, in addition to the capital value outlined above, claim that there is a legitimate expectation of dividends being declared on the Growth Shares.  An income stream is a valuable right which would give the shares to which it is attached value as at the date of issue.

      If dividends are paid regularly on Existing Shares, we will need to consider, together with your tax advisers, whether any additional restrictions on the payment of dividends on the Growth Shares would be helpful in order to reduce their value.

      A simple method of ensuring this is to remove the right of the Growth Shares to receive a dividend although this would reduce the tax benefits of declaring dividends (rather than paying bonuses in due course).

    4. Articles of Association

      In order to implement the above, new Articles of Association for the company will need to be drafted to:

      • allocate the entire current value of the company to the Existing Share (and therefore to the existing shareholders); and
      • ensure that any growth in value of the company is allocated between the Existing Shares and the Growth shares on a pro-rate basis.

      The Growth Shares can then be issued to the managers/senior employees who will participate in the future growth of the company (e.g. an aggregate of 20-30% of the entire shareholding).

      By way of example, if it is assumed that the company is:

      • currently worth £10 million; and
      • later sold for £20 million,

      the Existing Shares would be sold for £10 million.  The Growth Shares will also be sold for £10 million with the managers/senior employees receiving 20-30% of the increase in value (i.e. £2-3 million) with the current shareholders receiving the remaining £17-18 million.

    5. Variations

      Whilst the above is the standard way to structure the concept, there are some potential variations:

      • The Growth Shares ‘kicking-in’ at a value higher than the current value of the company.

      This would not be problematic as it will be easier for the tax advisers to establish that the shares are worthless on the date of issue.

      • Placing a ‘ceiling’ on the Growth Shares.

      This is effected by amending the rights of the Growth Shares in the company’s Articles of Association (e.g. by stating that the Growth Shares only participate in sale proceeds between £10 and £20 million).

    6. Other Considerations

      Unless the Growth Shares are issued via an EMI Option arrangement, the managers/senior employees will not qualify for Entrepreneurs Relief unless they hold at least 5% of the share capital.

      An EMI Option is useful if there is a preference for the shares to be issued in the future or if certain targets are to be met prior to the issue of the shares.  These targets could be as simple as requiring an individual to still remain with the company after a certain period of time (e.g. two/three years) and/or if turnover/profit reaches a certain amount per year.

      THIS PAPER IS INTENDED AS A GENERAL GUIDE ONLY.  ALWAYS SEEK LEGAL ADVICE BEFORE ACTING OR RELYING ON THIS INFORMATION.

    7. Contact us for expert advice on the best route for you and your business.

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    1. Want the best succession plan for your business?
      You need to act now.

      As speculation rises that Chancellor Rishi Sunak looks set to more than double Capital Gains Tax following unprecedented spending to tackle the pandemic, many business owners are bringing forward plans to sell their companies. For those wanting a smoother exit or succession that preserves the integrity of a business, this is the ideal moment to consider a Management Buyout (MBO), Management Buy-In (MBI) or Employee Ownership Trust (EOT).

      Selling a business to the people who have helped to build it has considerable benefits right across an organisation. For current owners, it offers the security of a dedicated buyer – avoiding all the work and risk of having to find a buyer from outside the business, which becomes even more challenging if you operate in a niche market.

      Plus, there’s the advantage of passing the business to a team who will be genuinely dedicated to making it further grow and prosper.

      In the case of an EOT, there are even greater tax advantages as, at the moment, those selling their shares pay no Capital Gains Tax if the transaction is structured correctly. An EOT also means that employees can receive annual bonuses free from income tax.

      With so many benefits to passing on your business through an MBO, MBI or EOT – and very little time before the Chancellor may make key budget changes – the time to act is now.

      Contact us for expert advice on the best route for you and your business.

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