44 t ransact ions

vIrgIN AND cvc ANNouNcE formAtIoN of pArtNErshIp IN vIrgIN ActIvE, WIth cvc to tAkE mAJorItY stAkE

virgin group (virgin) and cvc capital partners (cvc) announced recently that funds advised by cvc have agreed to acquire a controlling stake in virgin Active, the leading international health club operator. Following the transaction CVC will hold a

51% stake in Virgin Active. Virgin will remain a significant shareholder with a 49% stake. These stakes are before management shareholding. The partnership between CVC and Virgin

will support Virgin Active’s growth in both existing and new geographies. This will be delivered by the continuation of a successful club rollout programme and further targeted acquisitions, building upon the recent acquisition of Esporta in July 2011, which added 53 health and fitness clubs (including 20 racquets clubs) to the Virgin Active UK portfolio. As part of the agreement, Virgin Active will acquire the four Australian clubs currently owned by Virgin, to mark its first expansion into the Asia-Pacific region. Completion of the transaction is expected to take place during Q4 2011. Stephen Murphy, Group CEO of Virgin

said: “We look forward to working with CVC and the management team to expand Virgin Active’s portfolio of clubs internationally and to look for the right acquisitions to grow. We have enjoyed sustained success since founding the company 11 years ago, underlining the expertise of the management and the resilience of the business. We remain committed to the expansion of the group and are excited by the tremendous opportunities the partnership will now open up.”fi

WholEBAkE's mBo

A £750,000 debt and equity investment from finance Wales has helped finance a management buy-out (mBo) of successful Denbighshire-based food manufacturer, Wholebake ltd. the move will enable Wholebake’s new management team to build on the company’s profitable growth. Managing Director, Mark Gould and

Operations Director, Richard Shaw used the investment to buy-out founder, Steve Jones’ majority shareholding when he decided to retire after 25 years with the business. Gould and Shaw have each been involved in Wholebake for over 5 years and will now oversee the business as it continues to expand into new markets. “We’re at an exciting stage in

Wholebake’s development. Consumers’ dietary habits are constantly changing and Wholebake has grown over the years by responding to changing consumer tastes. Our products have successfully made the transition from niche to nationally- recognised brands,” said Mark Gould, Wholebake’s Managing Director. Finance Wales structured a package of debt and equity investment to provide the company with long-term finance to fund the MBO. Finance Wales Investment Executive

Heather Abrahams who lead the deal said: “Wholebake is a profitable company and its management team has the skill, experience and commitment to grow the business. We’re delighted to be part of this next chapter and I’m confident this is the start of a strong period of growth for the company. “We’re seeing more and more

succession deals from management teams like Wholebake’s who realise that retirement needn’t signal the end of their business and all their hard work. An MBO needs the backing of a flexible investor with long-term vision for what the company could achieve.” fi

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rENAIssANcE group AcQuIrEs stAkE IN XXI

cENturY renaissance capital special situations group has provided recapitalisation financing to XXI century, an lsE AIm-listed leading ukrainian real estate development and property management company. Renaissance Capital led and managed

sensitive and difficult negotiations among bondholders, current management, commercial lenders and XXI Century’s nomad, Strand and Hanson, to reorganise its capital structure and attract new capital in order to lead the company out of its current financial situation. Renaissance designed and participated in

a restructuring and a new capital injection that pave the way for XXI Century's financial recovery and provide for its stable operation in the future. New shares have been issued to bondholders, to warrant holders and to Ovaro, a joint venture between Renaissance Group and Bremille Investments Limited, owned by Oleg Salmin. Existing bondholders and warrantholders have received a 30.85% stake in the company, while Ovaro invested $20mn in return for newly issued shares equivalent to a 60.10% stake in the company post the issuance of the new shares. The restructuring reduced the company's net debt by approximately $220mn. Simultaneously with the investment, XXI

Century issued warrants to key management equal to 15.35% of equity capital post- restructuring, while Renaissance granted a call option to key management on 100% of Renaissance’s shares, which make up 25% of the shares owned by Ovaro. Sayenko Kharenko acted as a Ukrainian

legal counsel to Renaissance Group on the acquisition of a blocking stake in ХХІCentury, an LSE AIM-listed leading Ukrainian developer, led by Vladimir Sayenko, partner; Vitaly Kravchenko, counsel. fi

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 OCTOBER 2011

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