Sale of Verne Global to Digital 9 Infrastructure plc Lead adviser
Sale of Arachnys Information Services to AML RightSource Transaction support
Arachnys Information Services Limited (Arachnys), a developer of financial crime risk assessment software, engaged our corporate finance team to provide transaction support on its sale to AML RightSource.
Acquisition of i-to-i by Learndirect Financial and tax due diligence
AML RightSource is a US consultancy which provides anti-money laundering (AML), Bank Secrecy Act and financial crimes compliance solutions and is backed by US private equity firm, Gridiron Capital LLC.
Arachnys’ innovative regtech platform provides enriched, intelligent know-your-client and AML data and software solutions to accelerate customer onboarding and monitoring. The platform is used by financial institutions and other companies operating in high-risk industries. The company is headquartered in London and has an office in New York. This transaction will enhance its product and service offering and expand its geographic footprint.
Arachnys was a long-standing client of Moore Kingston Smith. When the time was right to sell, our corporate finance team, led by Paul Winterflood and supported by Kat Stone, was appointed to advise on the financial aspects of the transaction alongside our corporate tax team, led by Mark Fielden and supported by David Coates.
David Buxton, Founder and CEO of Arachnys, said: “Moore Kingston Smith were invaluable in providing calm and considered expert advice through the sale process. They helped us navigate the financial complexities of a cross-border transaction, and were instrumental in helping us to get this very exciting deal done.”
Paul Winterflood, Corporate Finance Partner, said: “It was a great pleasure advising David and the team on this transaction. I’m sure their fantastic growth journey will continue with AML RightSource.”
For more information or to find out how we can help you, please contact us.
Queen’s Park Equity appointed us to provide financial and taxation due diligence on a bolt-on acquisition by one of its portfolio companies, Learndirect, a UK provider of online education courses.
Sale of Nuaware Limited to Exclusive Networks Lead adviser
The target, i-to-i, provides online courses in teaching English as a foreign language.
Our corporate finance and corporate tax teams compiled in-depth reports that focused on i-to-i’s recent and expected growth in online course provision. Our teams also provided transaction advice on the price adjustments to the consideration and assisted in the review of financial and tax warranties.
The acquisition will extend Learndirect’s existing portfolio in this sector and provides a strong base for the group to continue to grow online education in the UK and internationally.
Miles Doolittle from QPE’s investment team said “i-to-i’s focus on learner outcomes and quality resonate strongly with Learndirect’s core culture and values leading to a strong partnership. Moore Kingston Smith’s support was integral to facilitating the transaction over a tight timeline, with detailed yet concise reports and timely ad hoc support no matter the hour”.
If you are considering making an acquisition and need assistance, please contact us.
Moore Kingston Smith is delighted to have advised the shareholders of Nuaware Limited, a hypergrowth, born-in-the-cloud distributor of cloud, DevSecOps and containerisation, on its sale to Exclusive Networks.
Sale of Lake Image Systems to Domino Printing Sciences Lead adviser
Nick Thompson, Partner, and Matt McRae, Manager, from our corporate finance team worked with the shareholders to approach potential acquirers, negotiated offers and managed the transaction process through to completion. Tax advice on the proposed deal structure was provided by Mark Fielden, Partner, and Tom Acland, Manager, from our M&A tax team.
The move adds immediate global scale and services capability to the Nuaware proposition and portfolio, while endowing Exclusive Networks, its vendors and partner community with a unique skill set for capitalising on immense demand shifts brought about by digital transformation.
Zaheer Javaid, Co-Founder of Nuaware, said: "Moore Kingston Smith were integral to the successful sale of Nuaware to Exclusive Networks. From the outset we were provided with clear advice, from a team who we quickly felt were part of our team. We are extremely grateful to Nick, Matt and Tom for making this complicated and personal journey, much easier, much less stressful and ultimately, as beneficial for us as possible."
Nick Thompson, Corporate Finance Partner, said: “It was a pleasure working with Luke and Zaheer to guide them through this process. They have found a great partner and I am confident they will continue to build on the growth they have already achieved.”
If you are considering a sale or acquisition, please contact us to find out how we can help you.
Moore Kingston Smith has advised on the sale of imaging and scanning technology specialist Lake Image Systems to Domino Printing Sciences.
Sale of majority stake in Redbox Digital to SQLI Group Lead adviser
Lake Image is a long-standing client of Moore Kingston Smith having worked with us since its incorporation in 1994. During this time, the business owners worked with our general practice and outsourcing teams, before enlisting our corporate finance and tax teams to help them plan and deliver their exit strategy. Nick Thompson and Matt McRae from our corporate finance team and Tom Acland from our M&A tax team advised the owners on their options and carried out the full sales process. This involved identifying and contacting potential buyers, negotiating offers and providing advice on the due diligence process, culminating in the successful sale.
Lake Image Systems is a world leader in the design, development and manufacture of imaging and scanning technologies for the printing, labelling and mailing industries. The acquisition sees the company become part of Domino Group, an autonomous division of Brother Industries. By joining forces, Lake Image hopes to be able to use the reach of Brother to access new customers both domestically and internationally for their market-leading imaging solutions.
Martin Keats, Managing Director of Lake Image, said: “We are excited to become a part of Domino Group, an award-winning business which we believe will benefit immediately from Lake Image’s existing solutions and product development expertise. The Moore Kingston Smith team have been fantastic business advisers throughout Lake Image’s history and managed the sales process effectively throughout. Their communication with us during the process has been outstanding and their willingness to go the extra mile to assist us has been invaluable.”
Nick Thompson, Corporate Finance partner, added: “Following a long relationship as Lake Image’s business advisers, it has been extremely rewarding to help Martin and his fellow shareholders achieve their goals and join forces with another global leader in the sector.”
If your organisation is considering a sale or acquisition, please contact us to find out how we can help you.
Moore Kingston Smith advises on sale of majority stake in global digital commerce and design agency
Moore Kingston Smith Corporate Finance has advised on the sale of 60% of global digital commerce and design agency Redbox Digital to the SQLI Group.
Redbox develops e-commerce platforms and is one of the biggest Magento partner agencies in the UK and Middle East, with clients including Nespresso, Fortnum & Mason and AXA. The agency is headquartered in London and has 80 employees based in offices all around the world.
Our team was appointed by Redbox to advise the shareholders and support its finance team on the transaction. The Moore Kingston Smith team, led by Nicola Horton and Kat Stone, helped to secure a sale that brings together two complementary businesses and will allow both to leverage their collective partnerships and skills globally. Moore Kingston Smith’s tax team, led by Mike Hayes, also advised on the transaction.
Jonty Sutton, Redbox founder and CEO, said: “Nicola and the team at Moore Kingston Smith were invaluable in providing calm and considered expert advice throughout the sale process. They worked closely with both myself and our CFO, Marc Hilbourne, to navigate the legal and technical complexities, and were instrumental in helping us to get this very exciting deal done."
Nicola Horton, Corporate Finance Principal, added: “It has been a pleasure working with Jonty and the Redbox team on this transaction. Redbox has been looking for an opportunity to scale up its activities in the UK and Middle East, and joining the SQLI Group enables it to accelerate those growth plans.”
SQLI is listed on the Euronext Paris and works with global brands including Airbus, Carlsberg, Miele and Philips.
If you are considering selling your agency, please contact us to find out how we can help you.
Acquisition of QDOS SBL Group by Ridgewall Due diligence
Sale of HegartyMaths to Sparx Lead adviser
Moore Kingston Smith advised on the sale of HegartyMaths, a maths homework software solution, to Sparx, also a maths homework solution that reduces administration for teachers and allows them to spend more time on effective teaching.
After working with our general practice and outsourcing teams since 2017, HegartyMaths were already aware of the high quality service provided by Moore Kingston Smith. They therefore didn’t hesitate to bring our corporate finance specialists, Paul Winterflood and George Hatswell, and M&A tax specialists Mark Fielden and Tom Acland, into the fold to advise them on this deal. Our team helped to steer the transaction and advise the owners to secure a successful sale to Sparx.
The acquisition sees HegartyMaths become part of the Sparx family. By joining forces, the two award-wining companies hope to increase their reach to over 1 million users in over 1,300 schools, transforming maths education for more teachers and learners.
Colin Hegarty, founder of HegartyMaths, said: “Joining forces with Sparx is a great opportunity to take HegartyMaths to the next level, allowing us to focus on increasing our impact, and I’m very excited to start this new chapter in our journey. The team at Moore Kingston Smith were fantastic to work with on this project and led from the front on what was a very tight time deadline. Not only did I enjoy working with the Moore Kingston Smith team but found their lines of communications with me throughout the entire project outstanding. At all times I felt comforted to know they were managing the process.”
Paul Winterflood, Moore Kingston Smith Corporate Finance director, added: ‘’It was a real pleasure working with Colin and Brian. Their goal to improve maths education will impact more and more children now that HegartyMaths and Sparx have joined forces.”
HegartyMaths was founded in 2015 and provides maths education solutions covering Key Stage 3 and GCSE.
If your organisation is considering a sale or acquisition, please contact us to find out how we can help you.
Investment by Foresight Group in Spektrix Ltd Due diligence
Growth Capital Fundraising Lead adviser
Triumph Research Intelligence secures growth funding from Octopus Investments
Growth Capital Fundraising Lead adviser
Moore Kingston Smith has helped Triumph Research Intelligence (TRI) secure funding from Octopus Investments. TRI is a company dedicated to risk-based monitoring in clinical trials. The funding will accelerate development of TRI’s core technology platform, OPRA, and expand its international presence.
Founded in 2014, TRI developed the first dedicated cloud-based software for risk-based monitoring. It enables early risk detection, improved data quality, increased operational efficiency and compliance with regulatory requirements. New regulatory guidance requiring risk to be considered from the start of a trial has driven demand for OPRA. TRI's clients include pharmaceutical companies, clinical research organisations and bio-tech start-ups in the broader clinical trials market.
The Moore Kingston Smith team, led by John Cowie, head of growth capital, and Paul Winterflood, director and technology specialist, assisted TRI in identifying interested funders. The team also advised the health-tech company on how to position its pitch. Kingston Smith’s tax specialists Mark Fielden and Tom Acland provided tax structuring advice throughout.
Duncan Hall, CEO of TRI, said: “John and his team were with us from the moment of introduction to the day of the deal closing and were invaluable throughout the process. As first-timers going through the VCT process, the Kingston Smith team helped us to understand and navigate what was required, and acted as mentors, advisers and partners as required. The Moore Kingston Smith team is highly experienced and professional, and the breadth of talent within the organisation meant that, whatever advice was required, there would always be a specialist at hand.”
John Cowie of Moore Kingston Smith, said: “It’s been great to work with Duncan and the TRI team and help them gain backing for their exciting growth plans. We are confident, with Octopus’s backing, they will revolutionise the clinical trials market using their technology platform.”
The deal is the second time the Moore Kingston Smith team has helped a client secure funding from Octopus Investments in six months and its fourth growth capital fundraise completed in the last 12 months.
Sale of QBS Software Limited to GNR Technology Limited Lead adviser
Moore Kingston Smith has helped Ubisecure, a B2B identity services software provider with a strong footprint in Finland, to obtain funding from Octopus Investments to fuel expansion in Europe.
Ubisecure provides a powerful Identity Platform to connect customer digital identities with customer-facing SaaS and enterprise applications in the cloud and on-premise. The platform consists of productised CIAM middleware and API tooling to help connect, manage, consolidate and secure Customer identities while improving privacy and consent around personal data sharing to meet requirements such as GDPR and PSD2. The company is also accredited to issue Legal Entity Identifiers (LEI) under its RapidLEI brand, a cloud-based service that automates the LEI lifecycle to deliver LEIs quickly and easily.
The Moore Kingston Smith corporate finance team led by John Cowie and Paul Winterflood supported Ubisecure. They identified potential funders who would be interested in investing in Ubisecure and advised Ubisecure on how to structure its pitch to funds.
Once a deal was agreed in principle, Moore Kingston Smith’s tax team comprising Mark Fielden, Tom Acland and Geraint Lewis advised Ubisecure on the most appropriate tax structure.
Simon Wood, CEO of Ubisecure, said: “We really appreciate everything John and the rest of the Moore Kingston Smith team have done for us and are very excited about our next phase of expansion. With the number of breaches involving personal information increasing and with GDPR taking effect today, how companies handle data is a hot topic. Our identity platform not only protects and manages identity data, it helps make the most of existing digital identities to bring about organisational efficiencies”.
Grant Paul-Florence, Head of Intermediate Capital at Octopus Investments, said: “Ubisecure is exactly the type of business our funds are looking to back – ambitious management teams with plans for significant growth. We’re grateful to Moore Kingston Smith for introducing us to management and for all the work John and his team put in to structuring this growth capital investment. We’re very excited about the future.”
John Cowie of Moore Kingston Smith, said: ”It’s been great to work with the Ubisecure team and help them gain backing for their exciting growth plans. They are poised to expand right across Europe and take the business to the next level.”
Moore Kingston Smith Corporate Finance has advised the shareholders of QBS Software Ltd on the company’s sale to GNR Technology Ltd for an undisclosed sum.
QBS is a leading software distributor, providing a comprehensive range of products from a wide spectrum of software publishers. Headquartered in London, the company employs 40 staff.
The Moore Kingston Smith Corporate Finance team was appointed to help find an acquirer using its technology sector knowledge. Led by partner Marc Fecher and director Nick Thompson, the team worked closely with QBS Software’s shareholders to identify potential buyers and to negotiate, manage and complete the sale.
Mark Spangenthal, Director of QBS said: “Thank you Marc, Nick, Kat and the Moore Kingston Smith Corporate Finance team, we couldn’t have done such a complicated transaction by ourselves. From the beginning of the process, you understood our personal requirements and exceeded our expectations of value by a significant multiple”.
Skye Quin, Director, of QBS said: “You helped, managed and supported us throughout the sale process with a personal touch and were a pleasure to work with. We’d highly recommend Moore Kingston Smith to any tech entrepreneur wanting to sell their business”.
Marc Fecher said: “It’s been a great pleasure to see the QBS shareholders succeed with this sale. We’ve really enjoyed being part of their business journey”.
Dave Stevinson, Managing Director of GNR Technology Ltd commented: “Credit goes to both sets of advisors for their diligence to get the deal done in a professional manner and working above and beyond the call of duty to particularly tight deadlines”.
Both companies will continue to trade as separate companies under their own names.
Growth Capital Fundraising Financial adviser
AIM admission Reporting accountants
Sale of Freightex to UPS Lead adviser
Top 20 UK chartered accountancy and business advisory firm Moore Kingston Smith assisted tech start-up company appScatter with its AIM listing earlier this month.
appScatter is a scalable business-to-business software-as-a-service platform. It allows its paying users to distribute and manage their apps on multiple app stores as well as tracking performance and compliance.
Moore Kingston Smith’s corporate finance and technology accountants worked closely with the visionary tech company and its nominated adviser, brokers and lawyers throughout the listing process. The firm advised appScatter on compliance, specific regulatory requirements, tax and corporate finance.
On 5 September appScatter raised £9m to secure its admission onto AIM.
Philip Marcella, Founder & CEO of appScatter said: “As with any such process, we faced various challenges but I was pleased with how the Moore Kingston Smith team dealt with them – always available to explain what was required and why, but also able to work with us in resolving them.”
appScatter is set to roll out its platform in Q4 2017 and plans to establish a presence in China in 2018.
Growth capital investment by Mobeus Equity Partners in BookingTek Due diligence
Moore Kingston Smith Corporate Finance advised the shareholders of Freightex Ltd, the Dover headquartered provider of logistics and freight brokerage services in the UK and Europe, on the sale of their business to UPS. UPS is among the largest multi-modal transportation companies in the world with extensive global airlines, trucking and package delivery networks.
Shippers of all sizes and industries today rely on Freightex for the efficient movement and visibility of goods across the UK and Europe. The company has eight locations across the UK and Europe and matches customers’ outgoing freight shipments with available trucking capacity across its network of carriers. Freightex will operate under UPS’s Coyote business unit through the Supply Chain and Freight segment and its customers will gain the benefits of scale, reach and access to a broad integrated portfolio of shipping solutions for all their supply chain management needs.
The acquisition immediately establishes UPS’s presence in the growing UK and European third-party logistics (3PL) over-the-road brokerage transportation market and launches a new global and regional UPS growth platform from an established base of customers and carriers.
Bradley Stanton, Chairman of Freightex, comments: “The Board of Freightex Ltd retained John Cowie at Moore Kingston Smith to review and advise us on a number of potential corporate options that had emerged over a six month period. This advisory process ultimately led to the sale of the company to UPS. We felt very confident with John’s guidance from initial contact right through to completion of sale. He and his colleagues demonstrated a high degree of experience and breadth of expertise, complemented by strong attention to detail – all of which was invaluable to us.”
John Cowie, the partner at Moore Kingston Smith who led the corporate finance team, said: “It has been a pleasure working with the Freightex team on this transaction. Everyone worked hard to meet an ambitious timetable – it was a true team effort.”
Disposal of Hammer Consolidated Holdings Ltd to Exertis Lead adviser
Moore Kingston Smith is pleased to have provided financial due diligence services to Mobeus Equity Partners in connection with its £2.2m growth capital investment in BookingTek. BookingTek is a provider of direct-booking software to major hotel groups. The funding will be used to expand the BookingTek team, broaden its international presence and facilitate the development of future products.
Greg Blin, Investment Manager at Mobeus comments, “The Moore Kingston Smith team brought a strong mix of technical capability and commercialism, quickly identifying and dealing with the key financial issues which helped Mobeus in our assessment of the deal. We are grateful to their professionalism and support throughout the process and we look forward to working with the team on future transactions.”
London-based BookingTek, which was founded in 2011, provides software that enables hotels to reduce their reliance on third-party booking systems through an enterprise-grade, real-time booking platform for meeting rooms and restaurant reservations. The platform incorporates PCI payment processing that enables hotels to make their products viewable, bookable and payable all on their own website.
BookingTek’s products meet a key strategic focus of hotel groups at present which is to encourage guests to book directly rather than through third parties. BookingTek’s existing clients include two of the world’s top 10 hotel groups and the UK’s largest hotel group. BookingTek’s Meetings Maker product is the only software product that integrates with Oracle MICROS’ Opera Web Services for Sales & Catering, the leading hotel property management (PMS) software world-wide.
Devonshire Corporate Finance Ltd (DCFL) advised the shareholders of Hammer Consolidated Holdings Ltd, a leading specialist distributor of server and storage solutions, on the sale of their business to DCC Technology, which trades as Exertis.
DCC Technology has agreed to acquire Hammer Consolidated Holdings Ltd, which in its financial year ended 31 January 2016, earned an operating profit of £6.3 million on revenue of £155.0 million. The transaction is conditional on competition clearance from the European Commission and is expected to complete by the end of the year. The consideration will be paid entirely in cash and is structured as an initial payment at completion, followed by earn-out payments over three years based on Hammer’s future trading results.
Based in Hampshire and employing 165 staff, Hammer distributes server and storage products for a broad range of leading suppliers including Dell, Intel, NetApp, Seagate and Western Digital. Hammer’s business is considered to be complementary to Exertis’ existing server and storage business, and will strengthen its supplier portfolio with the addition of almost 1,000 reseller customers.
Managing Director of Hammer Consolidated Holdings, James Ward comments: “Marc has worked with us 11 years, when he and the team supported our management buy-out. He has supported us in this process by offering advice and assistance every step of the way. Because of our longstanding relationship they really understood our ambitions and delivered them. We are delighted with the result and have no issues in recommending Marc and his team to others.”
Marc Fecher, Head of Devonshire Corporate Finance says, “I am delighted that I have been able to support the shareholders in achieving their objectives by leading on the sale process, including complex negotiations. Having forged a close relationship with James and his team 11 years ago when we assisted them to originally buy the business we were able to support their next step – successfully selling the business to a strategic buyer. Exertis have made an excellent acquisition of a strong business.”