Corporate Finance - MHA Moore and Smalley€¦ · Corporate Finance 4 mooreandsmalley.co.u Our services • Selling your business - We project manage the entire process from market

Corporate Finance 1

mooreandsmalley.co.uk

Corporate Finance

Overview

Corporate Finance 2


Why Moore and Smalley?• Dedicated specialist Corporate Finance Department of four professional staff.• Fullscope advisory service – integrated in house specialist tax, financial planning and accountancy departments. • Over 30 years corporate finance experience.• Established track record in delivering successful outcomes for clients.• Extensive contacts with banks, private equity and other funding providers across

the region and nationally. • Proven ability to identify and negotiate with Plc decision makers. • Excellent all round business advisors. • Decent people to work with.

Moore and Smalley: delivering more.

Corporate Finance 3


An award winning firm Fast factsOur corporate finance department’s expertise and experience have been consistently recognised and rewarded. Here are some of our awards:

Established in 1892

Five offices: Preston, Blackpool, Kendal, Lancaster, Nottingham 18 partners, 9 directors, 200 staff Specialist services in: Audit and Accountancy; Business Advice; Business Support; Corporate Finance; Financial Planning and Wealth Management; Growing Business Services; Payroll; Sage; Strategic Consultancy; Taxation Specialist sector teams in: Charities and Not for Profit; Digital and Creative; Farming and Rural Business; Healthcare; Leisure and Tourism; Motor Trade; Professional Practices; Property and Construction

Corporate Finance 4


Our services• Selling your business - We project manage the entire process from market research at the start to legal completion

at the end.

• Buying a business - Again, we manage the entire process from target identification, approach, regulations, fundraising and through to legal completion.

• Management buy outs / buy ins (MBOs / MBIs) – Our role will combine the above two elements to support management, raise additional funding and then manage the entire process to legal completion

• Due Diligence – We provide bespoke financial and taxation due diligence support to either acquires or potential funders of a transaction

• Fundraising – We will manage the entire process for you from preparing business plans and projection to approaching and negotiating with funders and securing funding for you.

• Valuations - To assist strategic planning or the resolution of shareholder disputes.

• Business planning and forecasting - Either for finance raising (see above) or improved management control.

• Strategic review - We will deliver considered, concise and thought provoking analysis of your business and it’s opportunities and threats; helping you to make the best decisions in uncertain conditions.

• ICAP Securities & Derivatives Exchange (ISDX Growth Markets) advisor

Corporate Finance 5


Selling your businessWe act as your lead advisor on the sale process; managing it from start to finish to ensure the optimum deal (structure and value) for shareholders. This also ensures that you and your management team are not distracted from the primary goal of running the business. Our advisory work would include:

• Work with shareholders and management to carry out a strategic review of the business, its market position and recent relevant transactional activity.

• Prepare an information memorandum which persuasively sets out the opportunity presented by your business• Research, identify and approach buyers in a confidential manner• Lead negotiations on the shareholders’ behalf - to maximise the value of any indicative offer• Project manage the work of your other advisors (ie lawyers)• Co-ordinate our in-house taxation and financial planning expertise to ensure the optimum outcome for the vendor.

A selection of our most recent, sizeable, transactions includes:

Lead advisor to Chas Kendall (Turf Accountant) Ltd On its sale to Gala Coral Group £ n/d September 2011

Lead advisor to Micro Application Packages Ltd On its sale to Autodesk Inc £ n/d October 2011

Lead advisor to Control Key Ltd On its sale to Concorde InformaticsLtd £ n/d May 2010

Lead advisor to Mechanical Online Services Ltd On its sale to ICR Group Ltd £n/d August 2012

Corporate Finance 6


Buying a businessActing as your lead advisor our primary aim is to achieve the optimum deal for you. The principal elements of our work on acquisition projects are:

• Challenge management’s thought process and work with them to define the appropriate acquisition criteria• Identify and research targets. Discuss these with you to determine preferred targets• Approach targets on your behalf• Structure and negotiate a deal• Arrange funding• Project management of both the process and your other advisors to completion

A selection of our most recent transactions includes:

Lead advisor to NRL Group on the acquisition of Petrolic Consultants Ltd June 2013

Lead advisor to Nutriculture UK Ltd On its acquisition of Direc Garden Supplies Ltd £ n/d December 2011

Lead advisor to Sterling Management Limited purchase of trade and assets of Clubdraw September 2012

Lead advisor to St Georges Medical Practice on the acqui-sition of Green Cross (West Bridgford) Ltd January 2013

Corporate Finance 7


MBOs / MBIsRecognising the particular issues of an MBO or MBI transaction, we can tailor our role to give management buy in candidates the right level of support to ensure a successful outcome which also allows them to maintain their focus upon running the business. The key elements our work would include:

• Assess the viability of the proposed transaction and advise management, if required, on valuation• Prepare a business plan to effectively present the opportunity to funders.• Identify and contact funders• Negotiate and structure both the funding package and the deal• Project management of the process and managements’ other advisors


Advisor to management team ahead of the MBO of Team Northern Construction Ltd £ n/d August 2011

Lead advisor to management team on the MBO of Hermon Hodge Ltd (t/a Ribble FuelOils) £n/d March 2011

Lead advisor on the Management Buy-Out of Manufacturing company £ n/d December 2010

Lead advisor to management buyout of Millers Citax Ltd £n/d July 2012

Corporate Finance 8


Due diligenceWe advise both funders and acquires on financial and taxation due diligence investigations. Our tailored approach to scoping out this work ensures that you can cost effectively manage the potential risk. They key elements of our work are:

• Identify key risk areas given the nature of the business, its market and proposed funding structure• Agree tailored scope with client ensuring focus and cost efficiency• Undertake detailed review of target. Keep client updated on progress to ensure issues are flagged in a timely manner• Prepare a concise,focused report of both our findings and recommendations


Lead advisor to NRL Group on the acquisition of Petrolic Consultants Ltd June 2013

Bank Due Diligence Acquisition of a training services company – Co-op Bank £1-5m July 2011

Lead advisor to Ventec Holdings Europe Ltd on the purchase of trade and assets of Option Technologies Europe Ltd March 2012

Purchaser Due Diligence Merger of barristers’ chambers £n/d February 2011

Corporate Finance 9


FundraisingWhilst the need to raise funds to effect a transaction is often a key component of our project management work on acquisitions and MBO/MBI projects, we also provide fundraising support and advice to clients for non-transactional projects. Typically, our work on fundraising engagements has the following components:

• Review current funding structure and conclude upon its appropriateness for the business - both now and in the future

• Advise on an optimum funding structure for the business • Identify potential funders • Prepare business plans and projections to present to potential funders• Negotiate with funders to secure the most suitable and cost effective funding structure.

A selection of our most recent projects includes:

Lead advisor to Summerseat Garden Centre Limited on the purchase of trade and assets of Bradley Fold Garden Centre June 2013

Lead advisor to Gilberts Foods Limited for Trade Finance Facility £2m March 2013

Lead advisor on the MBO of Millers Citax Limited July 2012

Detailed financial modelling support and advice on financial structure AIM listed anaerobic digester and IVC recycling operator April 2012

Corporate Finance 10


Ian Waddingham, Manager Ian joined Moore and Smalley in October 2006 from Cole Associates Corporate Finance. Ian began his career with KPMG in Preston and qualified as a Chartered Accountant in 2003. Ian has experience of providing a range of advisory services to businesses of all sizes across the North West.

At Moore and Smalley Ian has been involved in a broad range of transactions including acquisitions, disposals, MBOs, fundraising and due diligence. Ian also provides advice to clients listed on ICAP Securities & Derivatives Exchange (ISDX Growth Markets).

Paul Bennett, Senior manager Paul joined Moore and Smalley in January 2007 from the Manchester office of Cassons where he had been a manager for six years. Prior to this he had spent five years working in the Corporate Services team at Pierce in Blackburn. Paul, a qualified Chartered Accountant, has extensive experience of providing a wide range of advisory services to businesses of all sizes and has had significant involvement with clients in the motor trade, professional services, manufacturing and leisure sectors.

At Moore and Smalley Paul has recently advised clients on a variety of transactions including acquisitions, MBOs, due diligence projects, fundraising and disposals.

Stephen Gregson, Director

Stephen joined our team from KPMG Corporate Finance in Manchester in 2002. He has advised businesses on mergers and acquisitions, fundraising and strategic planning across a wide range of sectors including waste management, haulage, construction, engineering and wealth management financial services.

At Moore and Smalley Corporate Finance he has continued to focus upon advising owner managed businesses on strategic direction, mergers, and acquisitions, disposals, and fundraising. Recent transactions he has advised upon include the sale of Chas Kendall Ltd to Gala Coral and the sale of Moss Ltd to ICR Group Ltd.

The corporate finance teamOur team of corporate finance specialist are located in our Preston office, advising clients across the North West. The team is also supported by other specialists based in our offices in Blackpool, Kendal and Lancaster.



Our credentials – sample dealsOutlined below are tombstones for a number of our most recent high profile engagements.

Lead advisor to Nutriculture UK Ltd On its acquisition of Direct Garden Supplies Ltd £ n/d December 2011

Lead advisor to Chas Kendall (Turf Accountant) Ltd On its sale to Gala Coral Group £ n/d September 2011

Lead advisor to management team on the MBO of Hermon Hodge Ltd (t/a Ribble Fuel Oils) £n/d March 2011

Mechan Controls PLC On its acquisition of PJO Group Ltd and its subsidiary PJO Industrial Ltd November 2011

Advisor to management team ahead of the MBO of Team Northern Construction Ltd £ n/d August 2011

Lead advisor to Moss Mechanical On-site Services Ltd on its sale to ICR Group Ltd £n/d August 2012

Lead advisor on the MBO of Millers Citax Ltd £n/d July 2012

Lead advisor to Micro Application Packages Ltd On its sale to Autodesk Inc £ n/d October 2011



Our credentials – sample deals

Lead advisor on the Management Buy-Out of Insul-Eight Ltd £ n/d September 2010

Lead advisor to Total Care North West Ltd On its acquisition of Heritage Homecare Ltd £ n/d May 2010

Lead advisor to Control Key Ltd On its sale to Concorde Infomatics Ltd £ n/d May 2010

Lead advisor to management their MBO of LVS IMAS Ltd £ n/d March 2010

Lead advisor on the MBO of Manufacturing company £ n/d December 2010

Lead advisor to the purchaser on the acquisition of Step Forward Nottingham Ltd £ n/d August 2011



Our credentials – sample deals

Advisor to the shareholders of Bethell Power Services Ltd On its sale to Enterprise Plc £ n/d July 2009

Lead advisor to AUK Investments Ltd On its acquisition of Guy Smith (Newby Bridge Motors) Limited £ n/d February 2009

Lead advisor to Agrilek Ltd On its sale to Spice Plc £ n/d July 2009

Lead advisor to Clive Hurt (Holdings) Ltd On its acquisition of the trade and assets of C & M Parry out of administration £ n/d August 2009

Advisor to John Turner & Sons Ltd On the acquisition of Wright Build Ltd £ n/d May 2009



Documents

Corporate Finance - MHA Moore and Smalley€¦ · Corporate Finance 4 mooreandsmalley.co.u Our services • Selling your business - We project manage the entire process from market