North West Corporate Finance Review: Notable Transactions and Dealmakers in 2019, Lecture notes of Corporate Finance

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North West and Manchester Annual

Corporate Finance Review

Pro-manchester, in association with Experian MarketIQ, is pleased to present you with the Corporate Finance Review for the whole of 2019. The aim of this publication is to provide you with a keen insight into the mechanisms of Manchester’s corporate finance market. Rather than simply looking at the deals done in Manchester, we take a different angle, examining instead those deals that Manchester-based advisers have worked on, irrespective of the location of the parties to the transaction. We believe that this approach provides a unique and informative perspective on the corporate finance market as well as a detailed view of the true reach of Manchester’s advisory community. We hope you enjoy reading this publication and welcome your feedback. Contents: Foreword 3 Annual review 2019 4 2019 North West Insights 5 North West Advisers 6 Manchester Advisers 7 Deal Types and Activity 8 Manchester Advisory Community 9 Top Q1 2019 Deals 10 Top Q2 2019 Deals 11 Top Q3 2019 Deals 12 Top Q4 2019 Deals 13 Deal proforma 14

About pro-manchester

We are the largest business development organisation in the North West. We represent the business community across the region and support growth and development to promote the north as the place to do business. Governed by a non-executive Board of Directors made up of senior individuals from within our membership, we increase professional excellence through knowledge sharing, creating partnerships and staying ahead of the ever-changing business environment.

About Experian MarketIQ

Experian MarketIQ combines a premium global database of mergers and acquisitions data with easy access to filed information on all UK companies. The full range of data can be subject to detailed and flexible analysis to put you firmly at the centre of the information gathering process. Experian MarketIQ maintains a UK business database comprising the most extensive, up to date and accurate source of verified business intelligence, industry news, deal rumours and company financial information in the UK. For more information, visit www.experian.co.uk/marketiq

Analysis – 2019 review pro-manchester, in association with Experian MarketIQ, is pleased to present you with its Annual Corporate Finance Deals Review for 2019. This report aims to provide an insight into the activities of Manchester’s corporate finance advisory community by reviewing the deals in which Manchester-based advisers have been involved. It also looks at adviser and deal activity across the North West. Using Experian MarketIQ’s deals database, the analysis analyses all transactions announced in 2019 where a Manchester-based professional has been involved, as well as looking at wider North West deal activity. Please see the deal table at the end of this review for details on some of this year’s prominent deals. 2019 was a strong year for deal makers in the North West, despite many expecting a more cautious approach. The region saw 831 deals announced, a marginal decline on the number announced in 2018. Total deal value over the period fell by close to 50% (where deal values were disclosed) from £13.4bn in 2018 to £6.9bn. Sector-wise, manufacturing was again the strongest performer, with approximately a quarter of all North West deals involving a company in this sector. Professional services and wholesale and retail sector deals also showed strong activity. Where funding arrangements were disclosed, the North West saw more than 22% of deals financed in full or partially by private equity, with bank-funded deals accounting for almost 20%. There was a North West company involved in 12.8% of all the deals announced in the UK in 2019, either on the buy or sell side, making the North West one of the top deal hot spots outside of London, the South East and the Midlands. 2020 Outlook The outlook for 2020 remains positive, despite the cautious stance which prevailed during 2019, with a combination of trade wars and political uncertainty appearing to have created the perfect recipe for declining numbers of deals being done. The speed with which companies need to transform can only be facilitated by actively pursuing M&A opportunities as companies reinvent traditional business models in the face of the ever changing landscape of technological and digital disruption. The level of demand for successful, profitable companies remains high, and with fewer quality assets coming to market, fierce competition amongst trade and private equity means those with money to invest are still willing to pay large multiples for high-value and resilient businesses. For inclusion in this and other publications, qualifying transactions can be emailed to adviser.submissions@experian.com

2019 North West Insights 2019 saw deal numbers decline marginally year-on-year, by just over 7%. However, over the last ten years of dealmaking in the region, the trend has been a positive one, with only two out of the last five years reporting a drop in the volume of deals done. Deal values have fallen by almost 50% year on year, with the total value of deal activity across the region falling from £13.4bn in 2018 to £6.9bn in 2019. Small deals (£500k-£10m) decreased by 24% in volume from 159 deals in 2018 to 121 in 2019, whilst the value of deals in this bracket remained relatively stable with a drop of just less than 3%. In the mid-market (£10m-£100m), both volume and value of deals declined. 2019 saw 75 mid-market deals announced worth £2.2bn, a drop of 12% and 10% respectively on the previous year. Deals in the £100m-£1bn price bracket also tumbled, from 19 announced in 2018 to 17 in 2019. Values were also down, from £5.8bn to £4.3bn year on year. The North West saw no mega deals in 2019, down from two recorded in 2018, worth £4.6bn combined. The regions’ largest deal of 2019 saw Alderley Edge-based Vita Student Management dispose of a portfolio of student accommodation assets across six UK cities for £600m. The buyer was DWS, the asset management arm of Deutsche Bank, and the deal sees DWS further expand its presence in the Purpose Built Student Accommodation sector. Overseas investors spent £1.1bn on North West-based assets in 2019, with deals of note including the £220m acquisition by US-based JBT Corp of Proseal UK Ltd, Adlington, Cheshire, manufacturer and supplier of heat sealing equipment to the food industries. Teams from Addleshaw Goddard in Manchester, Dow Schofield Watts and Spinnaker Corporate Finance advised on the sell-side. Elsewhere, Wallasey-based Auger Site Investigations was acquired by Stockholm- based Sdiptech AB for £19m, in a deal advised on by Dow Schofield Watts. North West companies spent a total of £1.3bn on overseas assets during 2019. In February, Chester-based GB Group acquired US-based IDology Inc for £233m. Giles Chesher from Squire Patton Boggs advised on the buy-side. Elsewhere, Fishawack Ltd, Knutsford, paid an undisclosed sum to acquire US-based Dudnyk Ltd. Addleshaw Goddard advised Fishawack. North West volume and value

Manchester Advisers in 2019 - Overview Where detailed office locations were disclosed, Manchester advisers worked on a total of 432 deals in 2019, with the value of deals totaling £1.6bn. The largest deal on record worked on by a Manchester-based adviser was the £233m acquisition of IDology Inc which saw Squire Patton Boggs advising on the buy-side. Other notable transactions in the year included the £50m acquisition by Bruntwood Group Ltd of a number of North West real estate assets including Stretford Mall and The Stamford Quarter Shopping Centre. Mills and Reeve and Addleshaw Goddard both supported on this deal. FRP Advisory’s Manchester office acted as debt adviser on a deal which saw Endless portfolio company Bright Blue Foods Ltd secure funding of £40m from Wells Fargo Capital Finance. Kuits advised Beech Holdings (Manchester) Ltd on the sale of a portfolio of residential property assets across the city for £39m, as well as advising Cardiff-based The Barkby Group Plc on its reverse takeover of Tarncourt Ambit Properties Ltd, Tarncourt Ambit Ltd and Workshop Trading Holdings Ltd for £31m. BDO LLP provided financial and tax due diligence to TriSpan Rising Starts LP on its £35m acquisition of Lasercare Clinics (Harrogate) Ltd. Teams from Addleshaw Goddard and Cowgills advised on the buy-out of Knowsley Contractors (t/a Kings Construction) for £11.6m.

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RSM advised the AA Plc on its acquisition of Prestige Fleet Servicing Ltd for £11m, in one of many deals outside of the region advised on by Manchester-based professionals. In the private equity space, LDC disposed of its investment in ATG Access Ltd to Hill & Smith Holdings Plc in a £23m deal backed by legal advice from DLA Piper. LDC first back the ATG team in 2013, and has continued to support the business through international growth and new product development. A team from OakNorth’s Manchester office invested alongside private equity firm WestBridge to support Bolton-based Aptus Utilities Ltd through its next stage of growth. Dow Schofield Watts, Hill Dickinson and Ward Hadaway advised Aptus and its management team, whilst Squire Patton Boggs support OakNorth. Addleshaw Goddard advised AIM-listed Yourgene Health Plc on an £11.8m placing to support the acquisition of Delta Diagnostics (UK) Ltd. A DWF team advised Business Growth Fund on a £10m investment into Extentia Group Ltd. Elsewhere in the region, a team from Brabners advised NW Pump & Valve Ltd on its acquisition by Carrs Group Plc, and Access Systems (UK) Ltd turned to Knights Plc for advice on a £9m funding round led by Beringea, True Ventures and Route 66. Dow Schofield Watts advised RSK Group Ltd on a flurry of deals throughout 2019 including the acquisitions of Silcock Leedham Group Ltd, Pelling Ltd, Headland Group Ltd, Biocensus Ltd and Consents Solutions Ltd. Squire Patton Boggs advised Miss Group Holdings Ltd on a number of overseas acquisitions in 2019 as part of its international expansion strategy.

Deal Types & Manchester Activity Acquisitions accounted for 67% of the announced deals, with development capital transactions accounting for a further 15%, and MBO’s just over 5%. M&A activity in Manchester was driven by the manufacturing sector with just over a quarter of all deals, very closely followed by the professional services sector, on 24%, and wholesale and retail on 23%. DLA Piper, Addleshaw Goddard and Brabners were the top legal advisers in the manufacturing sector, with Grant Thornton, KBS Corporate and RSM cited as the most active financial advisers. Just over 15% of deals in the region were funding by private equity, with Maven Capital Partners leading the way as most active investor with 12 deals. Maven supported the acquisition of LIMA Networks, and invested in Mojo Mortgages alongside NVM Private Equity. Hill Dickinson’s Manchester office advised both Maven and NVM on the deal, with Knights advising the company. Business Growth Fund was in second place with seven deals, followed by NVM Private Equity on six deals. BGF invested £10m into Extentia Group Ltd to support its growth plans, whilst NVM invested alongside Praetura Ventures in Sorted Holdings Ltd. HSBC provided debt funding on 19 deals in 2019, followed by Barclays on 14 and Lloyds Banking Group on nine deals.

Q1 2019 – Top North West Transactions .

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Date Deal Type Target Bidder Consideration 19 Mar 2019 Acquisition The North American Business of National Titanium Dioxide Co Ltd INEOS Enterprises Group Ltd £526,573, 11 Feb 2019 Acquisition IDology Inc GB Group Plc £232,521, 26 Feb 2019 Growth Capital Downing Property Services Ltd £214,600, 11 Mar 2019 Acquisition Paul St East Scheme Greystar Real Estate Partners LLC/PSP Investments/Allianz Real Estate Joint Venture Co

24 Jan 2019 Rights Issue Blue Prism Group Plc £100,000, 12 Mar 2019 Rights Issue Warehouse Reit Plc £100,000, 31 Jan 2019 Flotation DWF Group Ltd £95,224, 18 Mar 2019 Acquisition Footasylum Plc JD Sports Fashion Plc £74,000, 28 Feb 2019 Growth Capital Cole Waterhouse Ltd £55,000, 17 Jan 2019 Growth Capital Bright Blue Foods Ltd £40,000, 02 Jan 2019 Acquisition 1 City Square APAM Ltd £32,300, 22 Jan 2019 Acquisition Nickel 28 Warehouse Roebuck AM LLP £28,000, 26 Mar 2019 Acquisition Two Logistics Facilities Oxenwood Real Estate LLP £24,000, 22 Feb 2019 Acquisition ATG Access Ltd Hill & Smith Holdings Plc £22,500, 20 Mar 2019 Acquisition Lifterz Holdings Ltd Speedy Hire Plc £21,500, 13 Feb 2019 Growth Capital Wejo Ltd £19,312, 17 Jan 2019 Acquisition Norfolk House Knight Frank Investment Management LLP

31 Jan 2019 Acquisition Sealantis Ltd Advanced Medical Solutions Group Plc

18 Mar 2019 Acquisition Wonga Poland sp zoo Kruk SA £15,800,

Q2 2019 – Top North West Transactions .

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Date Deal Type Target Bidder Consideration 28 Jun 2019 Growth Capital LF Logistics Holdings (UK) Ltd £236,448, 29 Apr 2019 Acquisition Proseal UK Ltd John Bean Technologies Corp

09 Apr 2019 Acquisition Fastrac Markets LLC EG Group Ltd £207,100, 06 Jun 2019 Divestment AJ Bell Plc £144,400, 11 Jun 2019 Acquisition Astra Games Ltd Inspired Entertainment Inc £94,209, 19 Jun 2019 Acquisition Thoughtonomy Ltd Blue Prism Group Plc £80,000, 14 May 2019 Growth Capital Urban Splash Ltd £55,000, 29 Apr 2019 Minority Stake FutureLearn Ltd SEEK Ltd £50,141, 20 Jun 2019 Acquisition Portfolio of Residential Assets from Beech Holdings (Manchester) Ltd Cedar Tree Investments Ltd £39,000, 15 Apr 2019 Acquisition Portfolio of Two Distribution Units Warehouse Reit Plc £37,000, 04 Jun 2019 Growth Capital Matillion Ltd £27,708, 13 May 2019 Growth Capital Medtrade Products Ltd £26,000, 27 Jun 2019 Acquisition Apollo Park Standard Aberdeen Investments Ltd

13 Jun 2019 Growth Capital Elliot Group International Ltd £16,800, 28 Jun 2019 Growth Capital Swansway Group Ltd £16,500, 13 May 2019 Divestment Toys R Us Unit in Croydon £16,100, 30 May 2019 Growth Capital Sorted Holdings Ltd £15,000, 28 Jun 2019 Growth Capital Miss Group Holdings Ltd £13,000, 17 Apr 2019 Rights Issue Yourgene Health Plc £11,830, 23 May 2019 Growth Capital TTS Pharma Ltd £10,300,

Q4 2019 – Top North West Transactions . Date Deal Type Target Bidder Consideration 18 Nov 2019 Acquisition Consort Medical Plc Recipharm Holdings Ltd £505,000, 27 Nov 2019 Minority Stake City Football Group Ltd Silver Lake £388,310, 24 Dec 2019 Acquisition Ellison Surface Technologies Inc Bodycote Plc £154,483, 04 Dec 2019 Divestment boohoo group plc £142,500, 02 Dec 2019 IPO Pebble Group Plc £135,432, 02 Oct 2019 Acquisition Plumbase Ltd Plumbing & Heating Investments Ltd

16 Dec 2019 Acquisition Findel Education Ltd Wakefield Council £50,000, 03 Oct 2019 Growth Capital Just Childcare Ltd £50,000, 01 Oct 2019 Acquisition Stretford Mall Bruntwood Group Ltd £50,000, 12 Nov 2019 Acquisition Ion Labs Inc DCC Health & Beauty Solutions Ltd

04 Nov 2019 Acquisition Portfolio of 137 Community Pubs Admiral Taverns Ltd £44,900, 11 Dec 2019 Acquisition Rousaud Costas Duran SLP DWF Group Plc £42,585, 01 Oct 2019 Acquisition Harry Peers & Co Ltd Severfield Plc £37,400, 18 Dec 2019 Reverse Takeover Tarncourt Ambit Properties Ltd Barkby Group Plc £30,600, 23 Oct 2019 Acquisition Crescent Link Retail Park Derry David Samuel Properties Ltd £30,000, 10 Dec 2019 Divestment AJ Bell Plc £25,691, 17 Dec 2019 Divestment AJ Bell Plc £23,100, 23 Oct 2019 Growth Capital Miss Group Holdings Ltd £20,000, 09 Oct 2019 Growth Capital Valour Finance Ltd £20,000, 03 Dec 2019 Acquisition Bravo Inns Ltd NewRiver REIT Plc £17,900,

Deal Proforma Name of firm supplying information Client name Companies Name Location Type of business Target Bidder Date Announced DD / MM / YYYY Consideration (millions) Date Completed DD / MM / YYYY Deal Description Consideration satisfied by Company Share Issue High Street Bank Existing Resources Merchant Bank Mezzanine Finance Vendor Placing Other Companies Venture Capital Type of deal Acquisition Exit Management Buy-out Receivership Restructuring Demerger Flotation Management Buy-in/Buy-out Reverse Takeover Development Capital Investor Buy-in Merger Rights/Other issue Disposal Investor Buy-out Minority Stake Secondary Buy-out Employee Buy-in Leveraged Buy-out Public to Private Share Buy-back Employee Buy-out Management Buy-in Reconstruction Start-up Advisor + office Team (individuals) Client Role Investor + office Debt/equity Team (individuals) Client Advisors and investors: please supply all advisors, noting for whom they acted and in what capacity