Catalist home page | Case studies | Our team

Corporate and Finance - case studies

Our Corporate team has been advising an AIM-listed marketing company on corporate and commercial matters since February, 2006, and we have become a trusted business partner of the company.

The company is a leading provider of sales and marketing services in Europe and the emerging markets. The company was admitted to AIM in 2005 and currently operates in 16 jurisdictions with annual sales of about £55m and a market capitalization of around £60m.

Our work for The company has included advising on a series of complex, cross-border transactions in emerging markets and working with local advisers to ensure compliance with applicable regulations of various jurisdictions. Over the past 13 months, we have acted for them in relation to the acquisition of companies in the UK, Russia, India, Turkey, Hungary and Romania, with a transaction size in the range of £5m-£10m. We have also advised on the establishment of incorporated joint ventures in Sweden, the UK and the Czech Republic.

We are currently advising the company on a major group re-organisation pursuant to which the Group’s ultimate holding company is to be re-located from Ireland to the Channel Isles by way of a scheme of arrangement under the Irish equivalent of s.425 of the Companies Act.

Our work for this company has included negotiating and drafting heads of terms and detailed share purchase agreements (including tax covenants) and carrying out extensive legal due diligence into the various target companies. They invariably involve Bevan Brittan at a very early stage of the acquisition process as we are able to add value from the outset by advising on outline terms and deal structure.

In 2006, they acquired a UK company which holds the rights to an international business simulation programme called “Storewars”. Our team acted on this acquisition and we are now advising IMSG on the global development of the “Storewars” franchise.

Our other work for them has included advice on AIM fundraising by means of private share placings; advice on the application of the AIM Rules and Takeover Code and a wide range of corporate governance issues (including the Combined Code on Corporate Governance, the Code on Dealings in Listed Securities the duties and liabilities of plc directors and the conduct of Board and shareholder meetings). In October and November 2006, we acted for them in relation to £3m of on-market share buybacks, including drafting a shareholder circular to approve a waiver of the mandatory offer provisions of the Takeover Code and liaising closely with the Takeover Panel. We have also acted on a range of employment issues (including drafting new service contracts for all senior executives); pensions; property; debt restructuring; tax; IP rights; commercial disputes; standard terms & conditions of business; licensing and franchising arrangements and employee incentives (including a new employee share option scheme).

For more details please contact:
Adam Duthie
0870 194 7901
adam.duthie@bevanbrittan.com

Working with Bevan Brittan

Return to Bevan Brittan's Catalist home page.