deals
10 deals of HMT – the MBO and disposal of Keith Prowse
To celebrate its 25th anniversary of leading corporate finance deals, HMT is reminiscing on 10 notable transactions from its archives. Having completed over 500 deals, producing a shortlist of 10 has not been easy but the MBO of Keith Prowse and subsequent sale to Compass Group plc have certainly made the list
Created over 220 years ago as a theatre ticketing company, Keith Prowse became the first corporate hospitality business in the UK, inventing the concept of client entertaining.
In 1991, Keith Prowse was bought by Wembley plc and Peter Selby was appointed to run the business.
In 2002, Wembley plc undertook a strategic change and announced that Keith Prowse was no longer core to its group. The opportunity of a management buyout Selby awaited for 10 years finally came. Selby got in touch with his long-time friend Andrew Thomson and appointed HMT to act for
him and his fellow director, “AK” Than. HMT assisted Selby and AK in the MBO process, negotiating with the vendors and raising funding to support the transaction. In 2002, Selby and AK acquired Keith Prowse for £6 million and the MBO was backed by NVM Private Equity which invested £2m in the business.
Selby, AK and the team had been successfully running Keith Prowse for two years when Compass Group plc approached them with an offer to acquire the company. Following the success of the first deal, Selby was impressed with HMT’s ability to understand the transaction process and negotiate a deal. He appointed HMT and they produced a detailed information memorandum, managed the disposal process and negotiated with the acquirers for several months. In September 2004, the management team sold Keith Prowse to Compass Group for £20m enabling NVM and the team to make a significant return on investment.
Selby stayed on as chairman of Keith Prowse and facilitated the merger of all hospitality divisions owned by Compass Group. Selby left the business in 2010 and is now a non- executive director of Lifestyled, a leading provider of mobile technology platform
Peter Selby
“HMT are brilliant negotiators and dealmakers”
for venues. Keith Prowse is still owned by Compass Group and is the leading corporate entertainment provider in the UK with exclusive contracts at prestigious events such as Wimbledon, Cheltenham and Lords.
hmtllp.com
Project Royal Oak
Completion Date: 09/17 Target: The Royal Oak Inn Trading Acquirer: Butcombe Brewery Deal Value: Undisclosed
Details: Financial due diligence in respect of Butcombe Brewery Limited’s acquisition of The Royal Oak Inn Trading
Legal Advisers: Paris Smith (Jonathon Roy and Arezou Rezai) for the sellers. Stevens & Bolton for the buyers
Financial Due Diligence: RSM UK: Peter Vandervelde, partner; Philip Rossiter, director
Project Tetra
Completion Date: 09/17 Target: 4titude Acquirer: Brooks Automation Inc Deal Value: Undisclosed
Details: Financial DD and tax DD on UK target 4titude for Nasdaq-listed company Brooks Automation Inc Legal Advisers: Taylor Wessing
Financial Due Diligence: RSM UK: David Copley, partner; Jo Slade, associate; Michelle Harris, partner, corporate tax; Elizabeth Cruse, associate, corporate tax
Share purchase
Target: Safe N Sound (Uxbridge) Acquirer: Company and David Overton Deal Value: £450k
Details: The purchase of shares from one of target’s two shareholders, by way of both buy back by the company and purchase of shares by the remaining shareholder
Legal Advisers: B P Collins (acting for buyer) and Bonnets (acting for seller)
Purchase of SRJ Homes Project Golden Eagle
Completion Date: 29/09/17 Target: Phoenix Software and License Dashboard Acquirer: Bytes Technology Group Deal Value: Undisclosed
Details: RSM Corporate Finance LLP provided financial and tax due diligence to Bytes Technology Group on its acquisition of Blenheim Group incorporating Phoenix Software and License Dashboard
Legal Advisers: Moore Blatch
Financial Due Diligence: RSM UK: David Copley, partner; Alex Milne, associate director ; Marios Syrimis, executive; Michelle Harris, partner, corporate tax; Hannah Windsor, manager, corporate tax
Completion Date: 20/10/17 Target: SRJ Homes Acquirer: Thrive Homes Deal Value: Undisclosed
Project Fruit
Completion Date: 19/09/17 Target: MK Tyres Acquirer: Micheldever Tyre Services Deal Value: Undisclosed
Details: Provided financial and tax due diligence in respect of Micheldever’s acquisition of a tyre service company based in Leighton Buzzard
Legal Advisers: Irwin Mitchell
Financial Due Diligence: RSM UK: Nick Williams, partner; David Copley, partner; Will Campbell, executive; Michelle Harris, partner, corporate tax; Elizabeth Cruse, associate, corporate tax
Details: Acquisition by Thrive Homes of a corporate vehicle owning land at Two Waters Mill, Hemel Hempstead Funding: From working capital
Legal Advisers: IBB Solicitors (acquirer); Kingsley David (selling shareholders)
Next Deadline Monday, November 13 for the December issue
To submit deal data or to advertise on this page contact:
steve@elcot.co.uk
Elcot Publications is not responsible for the accuracy of information in the Deals Update section which is supplied by individual firms
THE BUSINESS MAGAZINE – NOVEMBER 2017
businessmag.co.uk 23
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