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Recent deals

Sale of Integrity Software Construction Division to Explorer Software

In January 2014, Ignition Corporate Finance was appointed by Graphite Capital LLP, a leading UK mid market Private Equity investor, to advise on the sale of Integrity Software Group as a single entity, or if viable, and if greater post tax value could be achieved, through two separate transactions.

Following a detailed review of both options, we supported the management team in restructuring the Group to allow for the tax efficient sale of its two divisions through the sale of the Salon & Spa business (via a Newco) followed by the sale of the Construction Software business.

The Construction division is one of the leading providers of accounting, administration and contract management software to mid market construction companies. The division has over 900 construction customers across the UK and Ireland.

The UK market had recently experienced a period of consolidation amongst existing software vendors in the sector, with the result that only a very small number of potential acquirers could fully realise the synergies from an acquisition of Integrity.

Subsequent to the successful sale of the Salon division, Ignition Corporate Finance contacted the potential construction acquirers and the opportunity introduced to them, through a tailored management presentation that highlighted the potential strategic benefits, specific to each buyer.

The sale of the business was successfully completed in early 2015. The acquirer was Explorer Software, a Canadian headquartered privately owned competitor, who had already completed a number of acquisitions across the sector.

With a limited number of potential acquirers, all of whom were our competitors, it was essential that we ran a focused & confidential process.

Ignition’s ability to access the key decision makers and their hands on management of the buyers meant they ran a hugely effective process – agreeing terms to completion in 6 weeks, including Christmas!

A great outcome that most M&A teams would not have achieved or even tried.

Stewart Holness, CEO at Integrity Software Group, www.integritysoftwaregroup.com
Sale of Integrity Software Salon Division to CSI

In January 2014, Ignition Corporate Finance was appointed by Graphite Capital LLP, a leading UK mid market Private Equity investor, to advise on the sale of Integrity Software Group as a single entity, or if viable, and if greater post tax value could be achieved, through two separate transactions.

Following a detailed review of both options, we supported the management team in restructuring the Group to allow for the tax efficient sale of its two divisions through the sale of the Salon & Spa business (via a Newco) followed by the sale of the Construction Software business.

The Salon & Spa division provided administration and customer management software to the UK hair and beauty market. The business has over 1,500 customers (2,000 sites), ranging from single-site, independent locations to the UK’s largest multi-site national brands. Detailed analysis concluded that the best buyers were all in North America.

The M&A directors of these acquirers were contacted, the opportunity was introduced to them and a five day roadshow to the US and Canada was organised by Ignition Corporate Finance with a view to visiting those parties that expressed interest in meeting management.

The sale of the business was successfully completed in late 2014. The ultimate acquirer Constellation Software is one of the world’s largest global software businesses, based in Canada, listed on NASDAQ with a market capitalisation in excess of $20 billion.

Our acquirer audience were either direct competition, or known to us but only operating outside Europe, and all were non UK HQ, hence requiring very careful approaches.

Ignition did a great job of getting us into the right meetings very efficiently.

With strong supporting materials and a very hands on team approach we got the results we wanted. Very few M&A partners would have done such a good job.

Stewart Holness, CEO at Integrity Software Group, www.integritysoftwaregroup.com
Acquisition of Spanoptics Ltd by Gooch & Housego plc

Ignition Corporate Finance has advised Gooch & Housego plc, the specialist manufacturer of optical components & systems, on the acquisition of Spanoptic Limited.

Spanoptic is a Scottish based manufacturer of precision optical components and specialises in spherical and aspheric lenses and diffractive optics for applications in both the visible and infrared regions of the spectrum. This capability is highly complementary to G&H's predominantly planar optics business and enhances the G&H's ability to provide complete sub-system solutions to its customers in line with its strategic objectives. Spanoptic's capabilities in infrared optics and coatings are particularly relevant to G&H's activities in the Aerospace & Defence sector.

We are delighted to have completed the acquisition of Spanoptic which strengthens Gooch & Housego's core precision optics manufacturing capabilities and provides a sound foundation for developing our sub-systemsbusiness. It was great to work with Peter again, and I would like to thank him for all his support. His relationship with G&H now goes back over 15 years and 6 acquisitions. This knowledge and experience of our business, together with his strong technology track record, ensures a very proactive aspect to his advice as he understands those key elements of any acquisition which are important to a company of our type.

Andy Boteler, Chief Financial Officer at Gooch & Housego, www.goochandhousego.com
Development Capital raised for Kings Court Trust

In July 2013, Ignition Corporate Finance advised Kings Court Trust, one of the leading probate and estate administration firms in the UK, on a £4m investment of growth capital from Smedvig Capital, the London-based venture capital firm.

Kings Court Trust is a specialist provider of probate and estate administration services. It deals with every aspect of probate from closing bank accounts to selling property to setting up trusts. The business also assists other probate providers with complex parts of the process, such as identifying and tracing missing beneficiaries and repatriating foreign assets.

At Kings Court Trust, we seek to put the family first and are constantly looking for ways in which we can help them through a difficult time. We want to work with partners who share these values and this was critical when choosing an investor with whom to work. We believe the probate market is going to change dramatically in the next few years and Smedvig's experience in building innovative legal businesses should stand us in very good stead.

We would like to thank Peter for all his help in the smooth management of the transaction. Peter's substantial experience of working with entrepreneurial private companies and his understanding of the demands of venture capital investors allowed us to continue to focus on running the business whilst the process was underway.

I have completed a number of transactions with Peter over the last 10 years but this is the first one with Ignition. As an owner manager, I believe that Ignition's 100% partner model is a key differentiator against a number of the larger firms. To have someone of Peter's experience offering strategic advice, whilst also knowing the detail, is a great combination to work with.

Tom Curran, CEO at Kings Court Trust, www.kctrust.co.uk
Acquisition of Digital Dudz Inc by AFG Media Ltd

Following last year's investment from the Business Growth Fund, Ignition Corporate Finance has advised AFG Media Ltd, the makers of Morphsuits on its first acquisition of US based Digital Dudz.

Digital Dudz is the company behind the leading fancy dress costumes that incorporate smartphone screen technology for displaying interactive animations. The idea was developed by NASA scientist Mark Rober, who previously worked on the Mars Rover programme, before inventing the patented integration of apps into clothing and costumes.

We are delighted to have completed the acquisition of Digital Dudz in time for this year's Halloween. We are committed to reinventing the consumer's expectations of fancy dress and incorporating smartphone technology in our designs is another innovative step on our roadmap of new costumes.

It was great to team up with Peter again, less than a year from taking the investment from the Business Growth Fund. We operate in a very specialist but truly international market, however Peter understands our business and provides an effective challenge process on new investments.

His experience of US acquisitions was key in structuring a transaction that allowed that allowed us to maximize the benefit of integrating Digital Dudz's technology into AFG's new costumes, but still incentivizing Mark to grow the acquired business.

Fraser Smeaton, CEO at AFG Media, www.morphsuits.co.uk
Sale of FCP Internet Holdings Ltd to Dillistone plc

In July 2013, Ignition Corporate Finance advised the shareholders of FCP Internet Holdings Ltd on the sale to Dillistone plc, the AIM quoted supplier of software to the recruitment and staffing industry.

FCP Internet Holdings, through its wholly owned trading subsidiary, sells its Evolve software product to its target market of recruitment agencies. This product, which is solely delivered through a Software as a Service ("SaaS") model, is designed to facilitate the workflow management of temporary or permanent vacancies and is used by hundreds of users around the World.

We are very pleased to have completed this deal with Dillistone. Although we have had a number of lucrative offers from potential buyers, we were always very clear that we would only sell to an acquirer that would offer an acceptable level of service to our clients and a future strategy for the business.

We would like to thank Peter for all his help and guidance over the last couple of years, he has always played the long game, and focused on the best deal for all the stake holders in the business irrespective of time. His previous experience of acting for listed acquirers on the buy-side provided us with invaluable insight when we were negotiating the deal with Dillistone.

Nick John, Chief Executive of FCP Internet Holdings Ltd, www.evolvedb.co.uk
Acquisition of Senior Hargreaves Limited by M+W Group

M+W is a global engineering, construction and project management company in the fields of Advanced Technology, Life Science & Chemicals, Energy & Environment Technologies and High-Tech Infrastructure. Headquartered in Germany, the business has revenues of over €3bn and employs 7,000 people worldwide. Ignition Corporate Finance advised M+W's UK subsidiary on the acquisition of Senior Hargreaves Limited, one of the leading providers of air movement and HVAC solutions to the UK's energy market, from Senior plc.

The acquisition of Senior Hargreaves is the second deal that Peter has advised us on in the last 18 months. His knowledge of the sector coupled with his ability to integrate with our team allows us to focus on the key operational aspects of the target, while he manages the transaction process.

Peter Greenhalgh, CEO M+W (UK), www.mwgroup.net
Advice to the Founding Shareholders of AFG Media

In June 2012, Ignition Corporate Finance advised AFG Media, the fancy dress and party fashion manufacturer and retailer behind the Morphsuits phenomenon, on a £4m development capital investment from the Business Growth Fund.

The funding will be used to bring new product lines to market, to develop the business' international supply chain and to further penetrate the US market and other overseas expansion opportunities in Europe, Mexico, Russia, Japan and China.

We would like to thank Peter and Finbar for all their help. They believed in Morphsuits when we were just starting out and have advised us throughout all our key stages of growth. We look forward to working with them as we expand our business following the new investment.

Fraser Smeaton, CEO AFG Media Limited, www.morphsuits.co.uk
Acquisition out of the Countrystyle Group by Tamar Energy Limited

Tamar Energy Limited is a renewable energy business focused exclusively on anaerobic digestion ('AD'). Financed by The Duchy of Cornwall, The Rothschild family and the Rothschild Investment Trust, Fajr Capital and Sainsbury's plc, the business' strategic aim is to construct a network of AD plants across the UK capable of generating 100MW of renewable electricity by 2016.

Ignition Corporate Finance advised Tamar on the acquisition of the organics division of Countrystyle Group Limited. The acquisition affords Tamar access to a number of strategically placed AD sites in the South East and East Anglia, as well as a thriving Open Windrow and In Vessel Composting business.

We chose Ignition Corporate Finance because of their track record of working with acquisitive and fast growing privately financed companies.

Finbar provided us with the advice and challenges we needed throughout the entire process, not just on the transaction itself, but also to ensure we maximised the value opportunity post acquisition.

Bill Elliott, Business Development Director Tamar Energy Limited,
www.tamar-energy.com
Acquisition of ACW Technology Limited (UK & China) by TT Electronics

TT electronics plc ('TT') is a UK listed global electronics company supplying the world's leading manufacturers in the automotive, defence, aerospace, telecommunications, computing and industrial electronics markets.

TT acquired the majority of the UK business and assets of ACW Technology Limited (in administration) and also agreed the transfer of associated production from ACW's Chinese operation to its own local facility in Suzhou. The acquired business, which had revenues of around £25m, provides manufacturing services to leading global customers in the defence, aerospace and industrial markets.

I would like to thank Peter for all his support on the transaction, his experience of structuring transactions with administrators was key in helping us negotiate the deal we needed in a short time frame

Tim Roberts, Group Business Development Director TT electronics plc, www.ttelectronics.com
Acquisition of Adam Matthew Digital Limited by SAGE Publications

At the Frankfurt Book Fair in October 2012, SAGE Publications announced the acquisition of Adam Matthew Digital Limited. Adam Matthew is an award-winning publisher of on-line primary source collections in the humanities and social services, amongst other subject areas.

Ignition Corporate Finance advised SAGE, itself an international publisher of journals, books and electronic media for academic, educational and professional markets, on the acquisition.

www.sagepub.com

Advice to the Founding Shareholders of Blott Retail

Blott Retail is an exciting newcomer to the UK High Street. With design at the heart of its brand, Blott's stationery seeks to offer its customers a perfect marriage of function and form, providing a comprehensive range of stationery products that not only work and last, but look great.

With two stores already delighting customers in the South East of England, Ignition Corporate Finance assisted Blott in raising development capital to pursue its strategy of opening a further 10 stores nationwide by December 2013. At the time of writing, six stores are now open and trading profitably. Six further stores will open this year.

www.blottshop.com

Sale of Cygnet Foods Ltd to Compass Group plc

Cygnet Foods Limited is a contract catering business that provides meals to primary school children across the UK. This family owned business was built up over many years by Jim and Ian Cartwright.

Finbar first met Jim Cartwright when he assisted in the sale of Jim's first catering business in 1996. They maintained their relationship in the intervening years through a number of strategic and corporate finance assignments.

Prior to the commencement of the sale process, Ignition Corporate Finance worked closely with the shareholders to separate the Cygnet business from the family's other business interests and to ensure that the financial information of the standalone business was sufficiently transparent for the potential acquirers to accurately value the business.

In marketing Cygnet, Ignition Corporate Finance ran a tight process contacting only five potential acquirers, who we believed would have a strategic interest in acquiring the business. The business was acquired by Compass Group plc, a FTSE 100 company.

I wanted to write to thank you for your incredible support over the past year in all regards. There have been periods, particularly over the past few months, where we would have fallen short were it not for the strength of advice and the support you have provided. I owe you a debt of gratitude for the great service you have given to our family in making this deal happen.

Ian Cartwright, Shareholder and Managing Director, Cygnet Foods Limited, www.dine.org.uk
Divestiture of Friends Reunited Dating to Cupid plc

Friends Reunited Dating is the on-line dating business of the iconic, early social networking site Friends Reunited. The business was acquired from ITV in April 2010 by brightsolid online innovation, the technology arm of D.C. Thomson, as part of the acquisition of the Friends Reunited Group. The decision to divest of the business followed a strategic review aimed at concentrating brightsolid's focus on its core publishing and technology activities.

Peter, having previously been involved in all of brightsolid's significant M&A activity, including the acquisition of the Friends Reunited Group, worked with brightsolid to assess the strategic options for the business, ranging from an outright sale to an outsourcing of its operations to a third party.

The deal with Cupid plc provided the best platform to maximise the potential of the dating business, whilst allowing brightsolid to concentrate on its core activities. Under the terms of the deal, Cupid plc will operate brightsolid's dating brands on a 10 year lease, with brightsolid retaining ownership of all of the associated domain names, trademarks and intellectual property.

We were delighted to work with Peter again in his new business. Creativity was absolutely key to devising a transaction structure that satisfied all of our corporate objectives and Peter's input was fundamental to achieving this. We are delighted with the outcome.

Chris van der Kuyl, Chief Executive Officer, brightsolid innovation Limited, www.friendsreuniteddating.com
Advice to the management team on the sale of Planit Holdings Ltd

In 2006, whilst working at PwC, Finbar and Peter advised the public shareholders of Planit Holdings plc, a leading supplier of CAM software to manufacturers and kitchen design software to retailers, on the sale of the business to an MBO team backed by August Equity.

Shortly after the deal was done, the management buy-out team invited Finbar and Peter to become their advisers in preference to the advisers who had led them through the MBO.

In 2008, Finbar and Peter advised on the sale of the retail element of the Planit's business to 20-20 Technologies Inc, a Canadian listed business, a deal that returned the majority of August Equity's initial investment.

In 2011, the management team again turned to Finbar and Peter to advise them, as a management team, as the business was marketed to a range of potential PE buyers including Battery Ventures, the private equity investor backing Vero Software Limited.

We have greatly appreciated the advice Finbar and Peter have provided to Planit throughout our ownership of the business. Their experience and expertise in every type of transaction we contemplated was invaluable in assisting us to create the shareholder value we achieved on our ultimate exit.

Jonathan Lee, CFO, Planit Holdings, www.verosoftware.com

Selected deals from the past

Company disposals
  • Technology

    Sale
    of
    CAPS Solutions Ltd
    to
    Idox plc

  • Business Services

    Sale
    of
    Coffepoint Ltd
    to
    Bunzl plc

  • Technology

    Sale
    of
    KCS Ltd
    to
    Sage plc

  • Leisure

    Sale
    of
    EAT Ltd
    to
    DLJ Phoenix

  • Telecoms

    Sale
    of
    ISIS Telecoms Ltd
    to
    Vodafone Plc

  • Food Services

    Sale
    of
    Shaw Catering Ltd
    to
    Granada Food Services Ltd

  • Technology

    Sale
    of
    Planit’s CAD Division
    to
    20:20 Technologies Inc

  • Technology

    Sale
    of
    Microsoft PWA Ltd
    to
    Northgate Information Solutions

 
Mergers and acquisitions
  • Technology

    Acquisition
    of
    CSG plc
    by
    Hg Capital

  • Consumer

    Acquisition
    of
    Friends Reunited Ltd
    by
    brightsolid Ltd

  • Technology

    Acquisition
    of
    NTL
    by
    Cabletel Inc

  • Business Services

    Acquisition
    of
    TCC Ltd
    by
    AFL Inc

  • Technology

    Acquisition
    of
    Roaming Factory
    by
    Noblestar Inc

  • Leisure

    Merger
    of
    STS Travel Ltd
    with
    Kingswood Ltd

  • Technology

    Acquisition
    of
    Crystal Tech Inc
    by
    Gooch and Housego

  • Technology

    Acquisition
    of
    EM4 Inc
    by
    Gooch and Housego

 
Private equity transactions
  • Technology

    MBO
    of
    4 Projects Ltd
    by
    August Equity

  • Manufacturing

    MBO
    of
    Vida Group Ltd
    by
    3i Group plc

  • Technology

    Acquisition
    of
    CSG plc
    by
    Hg Capital

  • Technology

    Acquisition
    of
    Civica plc
    by
    3i Group plc

  • Technology

    Development Capital
    raised for
    Pure Wafer Ltd
    from
    Apax Partners

  • Leisure

    Development Capital
    raised for
    Rarrigini & Rosso Ltd
    from
    Baird Capital

  • Technology

    Sale
    of
    MM Group
    by
    ECI Partners

  • Leisure

    Sale
    of
    EAT Ltd
    by
    Bowmark Capital

 
Other
  • Telecoms

    Recommended offer
    for
    Transcomm plc
    by
    BT Group plc

  • Telecoms

    Reverse takeover
    of
    XO Communications
    by
    GX Networks Ltd

  • Technology

    Shareholder
    Reconstruction
    for
    ESRI Ltd

  • Technology

    Shareholder
    Valuation
    for
    ESRI Ltd

  • Technology

    Public to Private
    of
    Civica plc

  • Technology

    Public to Private
    of
    Planit Holdings plc

  • Technology

    Public to Private
    of
    CSG plc

  • Technology

    Flotation
    of
    Gooch and Housego
    on the
    AIM

 
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