Recent projects

Sale of 23red to Capgemini Logo
Marketing services Advisory Sale of 23red to Capgemini Sellside advisory
Moore Kingston Smith advises 23red on its sale to Capgemini

Moore Kingston Smith has advised the shareholders of 23red, a leading purpose-driven creative agency, on its sale to Capgemini, leading business and technology services company with global reach.

23red develops campaigns that change behaviour for the better through cutting-edge insight, expert strategic planning and award-winning creative ideas. Based in London, its team of experts deliver projects for clients, including the UK government, that focus on immediate actions to drive long-term change. The 23red team will join frog in the UK, part of Capgemini Invent.

Esther Carder, Paul Winterflood and George Hatswell provided corporate finance advice, and Melanie Reed and Thomas Acland provided tax advice to the shareholders of 23red throughout the sale process.

Jane Asscher, CEO and founding partner at 23red, commented: “We were excited to receive an approach from Capgemini and the strategic alignment between our businesses was evident from the very first conversation. We were grateful for the upfront advice we received from Esther and the support we received from the Moore Kingston Smith corporate finance and tax team throughout the due diligence and sale process that helped turn these initial conversations into reality.”
Acquisition of eacs by Mode Solutions Limited Logo
IT services Advisory Acquisition of eacs by Mode Solutions Limited Lead Adviser
Moore Kingston Smith advises Mode Solutions acquisition of eacs

Moore Kingston Smith has advised Mode Solutions Limited, a leading print and communications business, on its acquisition of IT managed services company eacs.

Mode, backed by private equity firm Connection Capital, provides managed print and communication services to UK SMEs. Acquiring eacs, an award-winning IT managed services provider, boosts Mode’s existing IT services offering, helping it become a one-stop shop for SMEs and their evolving technology requirements. The IT services sector has seen significant organic growth, with lockdown accelerating the need for home-working and cloud solutions. Acquiring eacs will capitalise on this growth potential and the increased demand for IT services.

This is Mode’s second acquisition, having acquired Nix Communications Group in 2019.

Moore Kingston Smith has a long-standing relationship with Connection Capital who approached the firm to assist with its platform investment. Nick Thompson, Kat Stone, Adele Hebditch and Henry Waugh from the firm’s corporate finance team carried out target acquisition search services, utilising the team’s extensive expertise and knowledge of the IT managed services sector to identify eacs as a suitable target. The team also conducted due diligence on the target and provided full buy-side support, including advising on negotiations around key deal considerations. They were supported by Tom Acland from the M&A tax team who provided tax due diligence and extensive tax and structuring advice to Mode.

As part of the transaction, the Mode group refinanced with BlackRock and engaged the team to carry out due diligence services for the refinance of the combined group. The team involved included Nick Thompson, Kat Stone, George Hatswell, Nathalie Strauss and Matthew Edwards.

Alex Tupman, Chief Executive Officer at Mode Solutions, commented: “An acquisition of this size and quality further demonstrates our growth ambitions to offer a full trifecta of digital services to UK businesses from a single source. The Moore Kingston Smith corporate finance team fully understood our goals and pulled out all the stops to support us in achieving them. They were flexible, adaptable, very communicative and highly professional throughout the entire acquisition process, and I wouldn’t hesitate to work with them again.”

Mark Snaith, Investment Director at Connection Capital, added: “The acquisition of eacs is transformational for Mode and a real statement of intent as it executes on its buy and build strategy. Connection Capital focuses heavily on adding value to the businesses it chooses to partner with and it is important that we work with like-minded advisers who actively consider the bigger picture in applying sound commercial judgement throughout the transaction processes. As such, it has been a pleasure working with the Moore Kingston Smith team who consistently delivered to achieve an excellent outcome – I look forward to working with them again in future.”

Nick Thompson, Corporate Finance Partner at Moore Kingston Smith, commented: “We are delighted to have assisted the Mode management team and Connection Capital in acquiring eacs as they further enhance their IT services offering. The transaction represents a significant step towards Mode’s ambition of becoming the leading full-service provider of IT managed services to UK SMEs. We look forward to following them on their growth journey.”
Sale of People Made to Black Sun Logo
Marketing services Advisory Sale of People Made to Black Sun Lead Adviser
Moore Kingston Smith advises People-Made on joining the Positive Change Group

Moore Kingston Smith has advised People-Made, the pioneering brand and culture agency, on joining the Positive Change Group, the new stakeholder advisory and engagement group, created by Black Sun.

People-Made evaluates business and brand strategy, helping companies define and articulate their culture, values and brand through clear purpose and value propositions. Its aim is to create truthful brands that actually do what they say, ensuring that they resonate with customers and employees alike.

Black Sun helps companies define and communicate their purpose, strategy, culture and performance. It advises companies on how to inspire trust, build lasting relationships and create long-term value for the people who matter most to them.

The Positive Change Group brings together like-minded, premium businesses who work at leadership level with global clients. The group enables clients to bring together specialist, complementary expertise to help them transform the way they engage with their customers, employees, investors and the wider world.

People-Made will boost the capabilities of the Positive Change Group, while giving all members an exciting portfolio of clients to whom they can now extend their services. The deal will also help to fast-track People-Made’s expansion into the US market and provide an initial foothold for the group. People-Made will keep their name but will now be able to offer a fully integrated, international service offering as part of the Positive Change Group.

Paul Winterflood, George Hatswell and Henry Waugh from Moore Kingston Smith’s corporate finance team provided advice throughout the whole process, supported by Mel Reed and David Coates from the tax team.

Doug Hewett, Co-Founder of People Made, commented: “The service from Paul and team was great. They were skillful and experienced and had all the knowledge needed at the right time. The team was very strong, and they were very approachable and human. I see them as a really valuable adviser and would definitely recommend them.”
Sale of Nuaware Limited to Exclusive Networks Logo
Technology Advisory Sale of Nuaware Limited to Exclusive Networks Lead Adviser
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.

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.
Sale of Power Adhesives to Longacre Group Logo
Manufacturing Advisory Sale of Power Adhesives to Longacre Group Lead Adviser
Moore Kingston Smith advises Power Adhesives on its sale to Longacre Group

Moore Kingston Smith has advised Power Adhesives, a highly specialised manufacturer of hot-melt adhesives and applicators, on its sale to Longacre Group.

Based in Essex, Power Adhesives is a family-owned business and the world leader in the design and manufacturing of high-performance glue guns, distributing products globally with 70% of sales outside the UK.

Longacre Group is an investment company with a long-term investment horizon focused on the sustainable growth of its portfolio businesses. Power Adhesives joins Longacre’s rapidly growing group of highly specialised, technical products and services companies servicing on the B2B end.

It was a complex transaction with multiple shareholders, involving a divestiture, a capex investment plan and export sales growth. Understanding the clients and their objectives using a solution-based, collaborative approach sped up the transaction and ensured a win/win for all parties.

Power engaged the team to help them find a new owner to lead the next phase of the company’s expansion. Marc Fecher, Matt McRae and Matt Edwards from the corporate finance team supported Power through a highly competitive process which saw interest from potential acquirers across the world.

After accepting Longacre’s offer, the team supported Power’s shareholders and management team in navigating the due diligence process and negotiating the deal mechanics and terms in the SPA. They were supported by Michelle Denny-West, Thomas Acland and Amy Tilley from the M&A tax team who provided corporate tax structuring advice. They also worked alongside Memery Crystal who provided legal advice to Power’s shareholders.

Stephen Sweeney, Managing Director of Power Adhesives, commented: “Marc and his team at Moore Kingston Smith have substantial manufacturing expertise so quickly understood our business. They took us through a strategic review process, set out a plan for our shareholders, structured the sale agreements and ensured we optimised our tax planning. I do not know how we would have managed without them.”

Elliott Nicholson, Managing Director at Longacre Group, added: “The Moore Kingston Smith team managed the Power Adhesives deal process fantastically well. Moore Kingston Smith has strong credentials in the manufacturing sector and helped us appreciate the exceptional quality of the Power Adhesives business model which gave us the confidence to commit to a deal at an early stage.”

Marc Fecher, Corporate Finance Partner at Moore Kingston Smith, said: “We are delighted to have worked with Power and Longacre through the sales process. We look forward to following the company as it continues to go from strength to strength.”
MBO of CRC Group backed by Coniston Capital Logo
Marketing services Advisory MBO of CRC Group backed by Coniston Capital Lead Adviser
Acquisition of Otherway by Common Interest Logo
Marketing services Due diligence Acquisition of Otherway by Common Interest Financial and Tax Due Diligence
Moore Kingston Smith advises Common Interest on their acquisition of Otherway

Moore Kingston Smith has advised once again Common Interest on the acquisition of Otherway, its second addition since TwentyFirstCenturyBrand joined the group in September 2023.

Otherway, established in 2013 with offices in London and San Francisco, is a multi-disciplinary design and communications studio. It counts Unilever, Heineken and Fortnum & Mason, among its many clients.

Common Interest appointed Moore Kingston Smith Corporate Finance for their integrated multidisciplinary approach. Led by Mike Orton, partner specialised in transaction services and supported by Charlie Killingbeck from corporate finance and Thomas Acland from the tax perspective, the team has provided financial and tax due diligence on this acquisition.

Anthony Freedman, Founder and CEO at Common Interest, said: “Moore Kingston Smith brings a compelling combination of deep understanding of the media and marketing sector, strong financial knowledge and an abundance of energy and experience. Together this makes for a smooth transaction”.

Read the full case study here.
Acquisition of Trauma Resus by Gibb Group Logo
Manufacturing Due Diligence Acquisition of Trauma Resus by Gibb Group Financial and Tax Due Diligence
Moore Kingston Smith advises Gibb Group, part of Clarkson PLC, on Trauma Resus acquisition

Moore Kingston Smith has advised Gibb Group, a subsidiary of Clarksons Port Services, part of the FTSE 250 Clarkson PLC, on the acquisition of Trauma & Resuscitation Services Ltd (Trauma Resus).

With this addition to its portfolio, Gibb Group strengthens its safety and survival offering.

Trauma Resus is the UK’s leading provider of advanced first aid and trauma training. Founded in 2005 by a group of healthcare professionals, the company has offices in Warrington, Cheshire (UK) and Valley Stream, New York (USA). Their EURIECA® programme is recognised as the global standard for advanced first aid for the offshore wind sectors.

Moore Kingston Smith was selected by Gibb Group for their integrated and multidisciplinary approach to due diligence. The team, led by specialist in transaction services Mike Orton, Corporate Finance Partner and Mark Fielden, Tax Partner, and supported by Adele Hebditch, Amy Tilley and Matt Edwards, provided financial and taxation due diligence services and sale and purchase agreement advisory.

David Rumsey, Managing Director, Clarksons Port Services, comments: “We have been impressed with the level of expertise and financial knowledge that Moore Kingston Smith has provided us with through this acquisition process. Their hands-on approach and the fact that Moore Kingston Smith provides the whole range of financial services all under one roof, have been beneficial. Bringing Trauma Resus to Gibb Group enhances our offering to provide customers with a comprehensive spectrum of offshore safety services and products. Leading PPE coupled with robust sector-specific first aid training will ensure our customers can work more safely, confidently and responsibly.”

Read the full case study here.
Sale of Whiteline Manufacturing to industrial conglomerate group Logo
Manufacturing Advisory Sale of Whiteline Manufacturing to industrial conglomerate group Lead Adviser
Moore Kingston Smith advises Whiteline Manufacturing on its sale to industrial conglomerate group.

Whiteline Manufacturing, established in 1983, is the largest independent fabricator of PVCu windows and doors in the South East. From their factory in Eastbourne, East Sussex, they fabricate and supply energy-efficient windows, conservatories, doors and accessories.

After developing the company to be the clear market leader in the region, the retiring shareholders decided to sell 100% of the business and appointed Moore Kingston Smith’s corporate finance team to advise them throughout the sale process.

Moore Kingston Smith’s corporate finance team, led by Stephen Orriss and Matt McRae and supported by Matthew Edwards, deployed their in-depth knowledge of the window fabrication sector to deliver an exit despite challenging market conditions at the time, notably high inflation and rising interest rates.

Whiteline was acquired by a privately owned conglomerate group with a special focus on the manufacturing and distribution sectors in the UK and Europe.

The transaction stands out as it provided an exit to the shareholders which was paid in cash in full on completion, with no deferred or contingent consideration.

The deal was also executed within six weeks of heads of terms being signed, much faster than the average length of time for deal execution at the time with constant interest rate increases, economic volatility and general uncertainty.

“We were impressed with the level of expertise in the uPVC fabricator segment demonstrated by the Moore Kingston Smith corporate finance team. The personalised approach delivered by Stephen Orriss and Matt McRae and the quality of their work has gone beyond our expectations. It’s never easy to sell a business, especially when the macroeconomic factors are tough but their commitment, understanding of our requirements and their international network resulted in a great deal.”

Tim Gourmand, Whiteline’s controlling shareholder

Read the full case study here.
Sale of Vixen Labs to House 337 Logo
Marketing services Advisory Sale of Vixen Labs to House 337 Lead Adviser
Moore Kingston Smith advises on AI consultancy Vixen Labs sale to House 337.

Moore Kingston Smith has advised Vixen Labs, one of the world’s leading AI consultancies specialised in conversational AI strategy, on its sale to House 337, part of Next 15 Group plc.

With teams in the UK, and Germany and a client portfolio including Amazon, TuneIn, Verizon, Universal Music Group, Reckitt, McDonald’s and Barilla, Vixen Labs has revolutionised the way businesses and brands communicate and engage with their customers through conversational AI.

Vixen Labs shareholders appointed Moore Kingston Smith Corporate Finance due to the firm’s M&A experience and reputation built over 30 years of working with clients in the media and marketing services sector.
The team, led by Paul Winterflood and Matt Edwards, advised on the sale. David Coates and Sam Talbot from the Moore Kingston Smith M&A tax team provided tax advice.

James Poulter, CEO of Vixen Labs, says: “Joining House 337, one of the UK’s foremost creative agencies, gives Vixen Labs a fantastic opportunity to continue our ground-breaking conversational AI work and help more great brands build the next generation of customer experiences. We have been delighted by the tailored approach delivered by Moore Kingston Smith Corporate Finance, and its expert advice to support us throughout the process.

Phil Fearnley, Group Chief Executive Officer at House 337, says: “Vixen Labs is a fantastic addition to the House 337 collective and one that deepens our AI offer and expands the horizons of customer experience. Our clients will win big from this deal, as we build and share knowledge of conversational AI and its indispensable role in creating long-term relationships between businesses and customers.”

Paul Winterflood, Partner, Moore Kingston Smith Corporate Finance media and marketing services, concludes: “We were delighted to support James, Jen and Vixen Labs as they look to take the next step in their growth journey building on their incredible reputation in the AI space. This transaction has shown that there is considerable demand for innovative agencies working at the forefront of new technologies, and we believe House 337 and Next 15 more broadly is a fantastic home for Vixen Labs. We look forward to seeing the continued growth of Vixen Labs as part of House 337.”

Read the full case study here.
Acquisition of Moorhead and McGavin by Roebuck Food Group  Logo
Other Food and Beverages Due diligence Acquisition of Moorhead and McGavin by Roebuck Food Group Financial and Tax Due Diligence
Moore Kingston Smith advises Roebuck Food Group Plc on acquisition of Moorhead and McGavin Limited.

Moore Kingston Smith has advised Roebuck Food Group Plc, an AIM listed company, on its acquisition of Moorhead and McGavin Ltd. Moorhead and McGavin are a distributor of lentils, rice, pulses and other dried food ingredients and celebrated their 100th year of trading in 2023.

This transaction supports Roebuck Food Group’s growth strategy which is focused on expanding and acquiring innovative businesses within the food and agribusiness sectors.

This marks the first transaction Moore Kingston Smith’s Corporate Finance team has supported the Roebuck Food Group. Through their existing relationship with one of our Corporate Finance Partners, Stephen Orriss, and their understanding of our extensive client base of publicly listed companies, Roebuck trusted we could deliver the transaction smoothly, despite the increased regulatory requirements that listed companies are bound by.

Mike Orton, and Adele Hebditch from Moore Kingston Smith’s corporate finance team and David Coates and Amy Tilley from the corporate tax team provided both financial and tax due diligence on the transaction.

Aidan Hughes, Deputy Chairman at Roebuck Food Group, commented: “As Roebuck deploys our growth strategy through key acquisitions to strengthen our market share and create shareholder value, Moore Kingston Smith’s Corporate Finance team has been vital to provide us with the guidance and advise to add Moorhead and McGavin to our portfolio. We have been impressed with their level of expertise and personalised hands-on approach. Mike, Adele and the rest of the team know how to smooth out the process”.

Mike Orton, Partner in the Corporate Finance team at Moore Kingston Smith, commented: “It has been a pleasure to support Aidan and the team at Roebuck on this acquisition. We look forward to working with the group in the future as we follow their exciting growth journey”.
Acquisition of 100% of Cyber Duck Ltd share capital Logo
Technology Digital transformation Due diligence Acquisition of 100% of Cyber Duck Ltd share capital Buyside advisory
Moore Kingston Smith advises CACI Limited on acquisition of Cyber-duck Limited.

Moore Kingston Smith has advised CACI Limited on its acquisition of Cyber-Duck Limited. Cyber-Duck is a revolutionary UK-based digital transformation agency providing User Interface (UI) design, User Experience (UX) and human-centred service design.

This marks the fifth acquisition for CACI in recent years, with Moore Kingston Smith advising on their acquisition of Bitweave Limited earlier this year. Due to our good relationship with CACI and our trusted expertise in the digital transformation sector, we were well placed to provide due diligence services on this transaction.

This transaction aligns with CACI’s growth strategy to expand its portfolio and deepen its reputation in the digital space. Cyber-Duck’s commitment to purpose and “doing digital better” as well as the addition of the ISO14001:2015 environmental sustainability aligns with CACI’s ESG aspirations. Not only this, but their skills and track-record of service delivery to their clients made them an excellent fit for CACI’s growing Digital Solutions segment.

Mike Orton, and Adele Hebditch from Moore Kingston Smith’s corporate finance team provided financial due diligence with a focus on customers and revenue streams. Thomas Acland and Sofie Wimborne from the corporate tax team provided tax due diligence and advice on the transaction. 

Sanjeev Gandhi, Corporate Development Director at CACI, remarked: “It was a pleasure working with Paul, Mike, Adele and the team at MKS. As usual they supported us with excellent and pragmatic financial and tax advice throughout the deal. We look forward to working with them again.”

Adele Hebditch, Associate Director in our Corporate Finance team, commented: “It was great to work with Sanjeev and the team at CACI again on a second acquisition this year, and we’re looking forward to following their continued growth journey with their newly enhanced service offering following the acquisition of Cyber-Duck.”
Debt refinancing Logo
Other Electrical wholesale Due diligence Debt refinancing Pre Lend Due Diligence
Acquisition of Alloway Timber Logo
Other Due diligence Acquisition of Alloway Timber Financial and Tax Due Diligence
Moore Kingston Smith supports on Lords Group acquisition of Alloway Timber

Moore Kingston Smith has supported Lords Group PLC (Lords) on its acquisition of Alloway Holdings Limited (Alloway Timber).

Lords was established over 35 years ago as a family business and is now a leading distributor of building materials in the UK. Alloway Timber is a specialist timber and building materials supplier, established in 1971.

Alloway Timber’s products are complementary to the existing Lords merchanting division. The acquisition continues Lords’ geographical expansion across the Southeast, taking the group to a total of 17 merchanting sites.

Through a long-standing relationship with Lords and the firm’s role in five of their previous acquisitions, Mike Orton and Charlie Killingbeck from the corporate finance team and Dave Coates from the corporate tax team provided due diligence services to support the transaction.

Chris Day, CFO and COO of Lords commented: “The Moore Kingston Smith team continue to be a trusted and valued advisor to Lords. We look forward to working with the team again on future strategic opportunities.”

Mike Orton, Corporate Finance Partner, commented: “We are thrilled to continue to support Lords on their latest acquisition of Alloway Timber. We continue to see exciting opportunities in the repairs, maintenance and improvements sector which has been impacted by input price volatility over the last 18 months.”
Acquisition of 100% of TwentyFirstCenturyBrand LLC share capital Logo
Marketing services Due diligence Acquisition of 100% of TwentyFirstCenturyBrand LLC share capital Financial and Tax Due Diligence and Transaction support
Moore Kingston Smith advises Common Interest on acquisition of TwentyFirstCenturyBrand

Moore Kingston Smith has provided financial and tax due diligence, tax restructuring and reorganisation services to Common Interest on its first acquisition, TwentyFirstCenturyBrand , an international brand consultancy.

Common Interest is a new era holding company created to accelerate brand and business growth through creativity in popular culture. The group is designed to combine the smarts and capabilities of creative agency specialists, tech-enabled marketing services and progressive entertainment companies, to deliver impactful work that is data inspired, creatively driven and culturally connected with ambitions to make further acquisitions.

TwentyFirstCenturyBrand, is a strategic brand consultancy operating out of San Francisco and London, with global reach. Its purpose is to work with the leaders of the world’s most innovative companies to build the most influential brands of our time and create a positive cultural legacy. The firm has become the go-to partner for building the most influential brands in the world including category-defining unicorns like Pinterest, Instacart, Zalando, Headspace and Bumble to established global leaders such as Mars Inc, LEGO, Google and PepsiCo.

Paul Winterflood, Nathalie Strauss and Thomas Betti-Berutto from Moore Kingston Smith’s corporate finance team and Melanie Reed, Thomas Acland and Sam Talbot from the firm’s transaction tax team provided financial and tax due diligence services and tax structuring services on this transaction. With their extensive knowledge and experience in the marketing services sector, the team provided valuable advice and recommendations to achieve a successful transaction.

Anthony Freedman, Founder and CEO of Common Interest, said: “Melanie, Paul and teams were great to work with, bringing a solid understanding of our sector along with a perfect blend of energy, enthusiasm and experience.”

Melanie Reed, partner in the corporate finance tax team at Moore Kingston Smith, said: “We are pleased to have helped Anthony throughout this transaction and look forward to following TwentyFirstCenturyBrand’s continued success as part of the group.”

Paul Winterflood, partner in the corporate finance team at Moore Kingston Smith, said: “It was a pleasure to work with Anthony on Common Interest’s first acquisition. We look forward to continuing to work with Common Interest in the future and supporting their exciting growth plans.”
Sale of First4Safety to Amtivo Group Logo
Education | Technology Advisory Sale of First4Safety to Amtivo Group Sellside Advisory
Moore Kingston Smith advises First4Safety on its sale to Amtivo Group.

Moore Kingston Smith has advised First4Safety, leading provider of online Health & Safety training courses, on its sale to Amtivo Group.

Amtivo Group is a provider of training and accreditation for business compliance, with particular expertise in compliance, finance and technology. This transaction marks the seventeenth acquisition made by Amtivo Group in the last four years, which supports their strategy of driving tech-enablement of management system certification in the TIC sector.

First4Safety is a long-time IOSH Chartered member and deliverer of online IOSH accredited training courses. Their courses range from management training, executive training and core skills such as working safely, fire safety and mental health awareness.
The Moore Kingston Smith Corporate Finance team was led by Dan Leaman, who lead the process and negotiations. Despite the volume and variety of buyer interest, this proved to be a smooth, efficient process from heads of terms to completion in just seven weeks.

Dan Leaman, Corporate Finance Partner at Moore Kingston Smith, said: “it was great to work with First4Safety and to deliver the transaction smoothly over such a short time period. The variety of interest in the business from quality buyers goes to show the potential First4Safety has and I’m happy to have found a great fit for them to take that business to the next level.”

John Pillinger Director of First4Safety commented, “The communication, hand-holding, looking after us was excellent throughout the process. Dan Leaman was great at understanding us, and operating and communicating at a level that worked well with us. He encouraged, stepped in when he had to step in, and let us know where we needed to perform slightly differently to get the best out of the process. If I had another transaction, I would definitely use Dan Leaman and Moore Kingston Smith.”
MBO of Propeller Group Logo
Marketing services Advisory MBO of Propeller Group Adviser
Moore Kingston Smith advises on MBO of Propeller Group

Moore Kingston Smith has advised Martin Loat OBE, founder of Propeller Group, on the sale of the business to its management team led by Kieran Kent and Jody Osman.

Propeller Group is a specialist PR, content and business development agency for the media, marketing, tech and e-commerce sectors and is rated a top ten UK B2B PR agency by PR Week.

This transaction was backed by the investment management firm Triple Point and allowed Martin to exit immediately. It will give the new leadership team abilities for further growth in communications, digital marketing and social media across UK and US markets.

Rob Husband, Media Partner at Moore Kingston Smith, commented on the transaction: “It is great to achieve the right deal shape for Martin on his exit, having worked with him for more than 20 years. The deal allows Kieran, Jody and the team to take the business on further. Propeller has been the stalwart of B2B media PR and Communications throughout Martin’s tenure, and I look forward to seeing how the Group progresses into the future.”
Sale of Yateley Manor to Inspired Learning Group Logo
Education Advisory Sale of Yateley Manor to Inspired Learning Group Lead Adviser
Moore Kingston Smith advises Yateley Manor on its sale to Inspired Learning Group

Moore Kingston Smith has advised Yateley Manor, leading independent co-educational prep school, on its sale to Inspired Learning Group.

Inspired Learning Group is a growing group of independent schools and nurseries, with the ambition to tailor the learning process to each individual. Inspired Learning Group will be working closely with Yateley Manor’s headmaster to support their vision of providing the best possible learning experiences for their pupils.

Yateley Manor is a co-educational prep school, providing both excellent teaching and pastoral care to pupils aged from two to 13. Through their partnership with Inspired Learning Group, Yateley Manor will receive investment in the school’s facilities and developmental opportunities for teaching and learning.

Moore Kingston Smith’s corporate finance team, comprising Dan Leaman and Katharine Stone, led the process to identify the purchaser, structure the transaction and manage the negotiations. With the volume and variety of buyer interest, this proved to be a smooth, efficient process from initial engagement to completion in just eight weeks.

John Ashworth, Chairman at Yateley Manor School, comments: “MKS was the lead advisor on the sale of our school, Yateley Manor, to the Inspired Learning Group. Working with Dan and Katharine, they guided us through finding a purchaser and oversaw the transactions and negotiations. They kept us informed at every stage and excelled at outlining options and their implications. We valued their ability to communicate complex issues using accessible language, whilst being supportive when working to deadlines. A particular strength is their willingness to deliver difficult messages in a way that increases trust in their advice.”

Dan Leaman, Corporate Finance Partner at Moore Kingston Smith, said: “It was great to work with Yateley Manor and to deliver the transaction smoothly over such a short time period. We were very pleased with the interest generated and quality of buyers and are happy to have found them the right partner at the right time.”

Legal advice to Yateley Manor was provided by Joanna Ford and Julie Hughes of Cripps LLP.
Acquisition of 100% of Compliance Labelling Solutions share capital Logo
Manufacturing Due diligence Acquisition of 100% of Compliance Labelling Solutions share capital Financial and Tax Due Diligence
Moore Kingston Smith advises Asteria Group on purchase of Compliance Labelling

Moore Kingston Smith has advised Asteria Labels & Packaging Group on its acquisition of Compliance Labelling Solutions Limited.

Asteria is an international group producing printed packaging materials, and has 16 production sites across Europe. Compliance Labelling Solutions manufactures labels for customers in the UK and across Europe, providing bespoke and standard solutions for over 40 years.

This transaction bolsters Asteria Group’s European labelling and packaging offering with plans to build their UK presence. Asteria Group has been highly acquisitive in recent years, and the acquisition of Compliance Labelling Solutions is another string to their bow.

Matthew Meadows, Adele Hebditch and Holly Cooper from Moore Kingston Smith’s corporate finance team and David Coates and Amy Tilley from the corporate tax team provided financial and tax due diligence on this transaction. The due diligence focused on inventory valuation and fixed asset investment requirements, given the capital-intensive nature of the industry.

Thomas Decroos, M&A and Integration Manager at Asteria Group, commented: “It has been a genuine pleasure collaborating with Moore Kingston Smith. The entire process flowed effortlessly, showcasing their remarkable efficiency and seamless execution. The added value contributions of the financial and tax due diligence were of high quality and very much appreciated, enabling us to successfully close our latest transaction”.

Matthew Meadows, partner in the corporate finance team at Moore Kingston Smith, said: “It was a pleasure to work with Asteria on this transaction, supporting their expansion into the UK packaging market. Given their growth in recent years, we’re excited to see what’s in store next for Asteria.”
Shareholder buyout Logo
Other Advisory Shareholder buyout Lead Adviser
Moore Kingston Smith advises Thunderbird Freight on shareholder buyout

Moore Kingston Smith advised the shareholders of Thunderbird Freight Limited, a specialist freightforwarding business based in the UK, on its shareholder buyout transaction.

Thunderbird Freight has expertise in haulage, sea freight and air freight for clients in the agricultural and building supplies sectors.

Nick Thompson and Nathalie Strauss from Moore Kingston Smith’s corporate finance team provided structuring assistance and guidance, enabling John McQuade to buy the company from Geoff Newell and continue to grow the business. The firm’s corporate tax team, led by Thomas Acland, provided tax structuring and reorganisation assistance on the transaction.

Geoff Newell, co-founder commented, “The Moore Kingston Smith team have been extremely helpful throughout the process”. John McQuade, co-founder added, “We appreciate the Moore Kingston Smith Team assisting us through to completion”.

Nick Thompson, Corporate Finance Partner, commented: “We are pleased to have helped both John and Geoff in their individual future aspirations and wish John the best in continuing to run and grow the business.”
Acquisition of Bitweave Ltd by CACI Logo
Technology Due diligence Acquisition of Bitweave Ltd by CACI Financial and Tax Due Diligence
Moore Kingston Smith advises CACI on acquisition of Bitweave

Moore Kingston Smith has advised CACI Limited on its acquisition of Bitweave Limited. Bitweave provides bespoke software engineering and data analytics service solutions for the national security sector in the UK.

This transaction aligns with CACI’s growth strategy to expand its portfolio of software and data specialist companies, deepen its reputation and expand its business into the UK’s national security space. This marks the fourth acquisition for CACI in recent years in the defense and national security sector.

Paul Winterflood, Adele Hebditch and Holly Cooper from Moore Kingston Smith’s corporate finance team and Thomas Acland and Sofie Wimborne from the corporate tax team provided both financial and tax due diligence on the transaction.

Sanjeev Gandhi, Corporate Development Director at CACI, commented: “It was a pleasure working with Paul, Adele and the team at MKS. They provided excellent, focused and first-rate financial and tax advice to us throughout the transaction culminating in a great result all-round for everyone.”

Paul Winterflood, corporate finance partner, commented: “We are delighted to have supported Sanjeev and the team at CACI on this acquisition which further strengthens their capabilities in the data and cyber security industries. We’re excited to continue to follow CACI’s progress.”
Acquisition of Peoplewise by Firebird Capital Logo
Media Talent Due diligence Acquisition of Peoplewise by Firebird Capital Financial and Tax Due Diligence
Moore Kingston Smith has advised Firebird, a family-owned investment company, on its acquisition of Peoplewise, a global leader in strategic talent management, assessment and development.

Through a long-standing relationship with Firebird Capital and our role in their previous acquisition of Team Factors, Nick Thompson and Charlie Killingbeck from the corporate finance team performed the financial due diligence, including advisory support during the SPA negotiations. Thomas Acland from the M&A tax team provided tax structuring advice, tax due diligence and SPA advisory services.

Jamie Moodie, CEO at Firebird, noted: “It was great to have worked with the MKS team again and their help in getting this deal over the line was greatly appreciated."

Nick Thompson, Corporate Finance Partner, commented: “Firebird has continued its portfolio expansion with the acquisition of Peoplewise. It is fantastic to continue our relationship with the Firebird team and we look forward to building on this in the future.”
Acquisition of Daro Group Intellego Technologies AB Logo
Manufacturing Due diligence Acquisition of Daro Group Intellego Technologies AB Financial due diligence
Acquisition of Daro Group by Intellego Technologies

Moore Kingston Smith advised Intellego Technologies AB, a Swedish research and development company listed on NASDAQ First North Growth Market, on its acquisition of Portman Enterprises Limited, trading as Daro Group. This acquisition marks Intellego Technologies’ entry into the UK.

Intellego Technologies is a world leader in photochromic indicator technology for ultraviolet device manufacturers and end users. Daro Group manufactures and supplies specialist lighting, UV Systems and communication solutions to broad markets including industrial, commercial and residential customers.

The Moore Kingston Smith Corporate Finance team was led by Nick Thompson and supported by Charlie Killingbeck and Stefan Demetriou, who provided financial due diligence and advisory services for the cross-border transaction. The M&A Tax team comprising Mark Fielden and Stefan Rajakariar advised on the tax aspects of the acquisition.

Nick Thompson, Corporate Finance Partner, commented: “Advising Intellego on this cross-border acquisition highlights the strength of specialist manufacturing across Europe and our team’s expertise in the sector. Intellego and Daro Group can now focus on crystalising the synergies from the transaction and continuing to build on the previous success of both companies.”

Claes Lindahl, Founder and CEO at Intellego Technologies, commented: "Working with the Moore Kingston Smith team streamlined the acquisition process. Nick, Mark and Charlie immediately understood the strategic importance of the transaction and offered sensible, commercial solutions to any risks they flagged. We are very appreciative of their efforts and advice."
Acquisition of Digital Ethos by Cadastra Logo
Marketing services Advisory Acquisition of Digital Ethos by Cadastra Buyside advisory and Due diligence
Moore Kingston Smith advises Cadastra on acquiring Digital Ethos

Moore Kingston Smith has advised Cadastra, which provides marketing, technology, data and digital business solutions, on its acquisition of full-service digital marketing agency Digital Ethos. Digital Ethos is a multi-award-winning agency, offering bespoke services across SEO, PPC, organic & paid social media, graphic design, PR, web development and design.

This consolidates Cadastra’s European footprint with 50 digital marketing specialists joining its EMEA umbrella, providing important capabilities with cross-selling and up-selling opportunities.

Cadastra launched in Brazil over 20 years ago and now has operations in 20 countries and almost 700 employees worldwide. Cadastra doubled its US and European revenues in 2021. Cadastra has some notable global clients, such as Unilever, Samsung, Gerdau and Carrefour.

M&A is a key part of Cadastra’s buy-and-build growth strategy for the next five years, with the acquisition of Digital Ethos being its second of the year after the purchase of Brazilian e-commerce integration company M3.

Digital Ethos has worked with major British brands, such as NHS, Flutterwave, JD Group, and Scriven. Luke Tobin (Digital Ethos) was named ‘Great British Entrepreneur of the Year 2020’ and is a member of Richard Branson's Virgin StartUp programme.

As Corporate Finance specialists in the media and marketing services sector, Paul Winterflood, Nick Blundell, Matt McRae and Henry Waugh offered a fully integrated service, providing financial and tax due diligence, along with buyside advisory.
Aquisition of Absolute by Envy Logo
Media Advisory Aquisition of Absolute by Envy Buyside advisory
Moore Kingston Smith advises on ENVY’s acquisition of Visual Effects Studio Absolute Post

Moore Kingston Smith has advised award-winning post-production company ENVY on its acquisition of Visual Effects Studio Absolute Post and its sister animation company Blind Pig.

Based in London’s Soho, Absolute Post produces stunning visuals across all media platforms, offering end-to-end editorial, colour, visual effects and CGI solutions across the advertising, TV, film and music industries.

ENVY is a full-service, end-to-end post-production facility, working across a wide breadth of projects including documentaries, entertainment, scripted and shortform video. Also based in London, the transaction will see Absolute move into ENVY’s Fitzrovia premises.

As part of ENVY’s strategic plans to build upon its multi-award winning, full-service post-production offer, Corporate Finance partners Marc Fecher and Dan Leaman provided integrated M&A advice to ENVY throughout the entire acquisition process, in collaboration with David Coates and Mark Fielden from the firm’s Tax Team, who provided corporate tax structuring guidance across the transaction.

Dan Leaman, Corporate Finance Partner, commented: “It was a pleasure working with ENVY to complete on the first part of their strategic growth journey as a multi-faceted post-production company, and this is just the beginning. We look forward to ENVY’S future growth and providing further value to its shareholders.
Natascha Cadle, co-founder and creative director at ENVY said: “We are excited to welcome the Absolute team to the ENVY Group and we’d like to thank Moore Kingston Smith for making this happen. Their sheer understanding of the creative industry and the media space in which we operate, as well as our business, its operations and goals made the acquisition process clear and straightforward.”

Dave Cadle, CEO, added: “The team worked so collaboratively and having all aspects of the deal taken care of under one roof was a real advantage for us. We look forward to working with Moore Kingston Smith as we move forward with our ambitious strategic plans for ENVY.”
Sale of Creature London Ltd to Candid Platform Ltd Logo
Marketing services Advertising Advisory Sale of Creature London Ltd to Candid Platform Ltd Lead Adviser
Sale of Creature London Limited to Candid Platform Ltd

Moore Kingston Smith has advised Creature London Limited, an independent advertising agency, on its sale to Candid Platform Limited, a fast-growing marketing and communications platform.

Creature creates engaging and powerful fully integrated advertising campaigns for its clients, communicating across all channels and raising awareness using intelligent misbehaviour. It has worked with some of the world’s most ambitious brands, including Carling, Adidas, Moonpig and Anchor, amongst other household names.

Having been named one of 1,000 companies To Inspire Britain by the London Stock Exchange and one of the top 50 agencies to work for by Campaign, Creature has continued to be recognised for its work.

The successful sale will enable Creature to be part of an expanding international platform while maintaining its own identity, values and culture. It also enables Candid to grow its platform within the UK market, contributing towards its international expansion plans.

Nick Thompson and Nathalie Strauss from Moore Kingston Smith’s corporate finance team advised the shareholders of Creature during the sale process.

Nick Thompson, Corporate Finance Partner at Moore Kingston Smith, commented: “We are delighted to have assisted Creature on this transaction and it has been a pleasure working with them. This is a very exciting move for Creature and we look forward to following their continued success as part of the Candid platform.”
Acquisition of Chillibyte by Broadlight Group Logo
Marketing services Due diligence Acquisition of Chillibyte by Broadlight Group Financial Due Diligence
Moore Kingston Smith supports Broadlight Group in acquisition of Chillibyte

Moore Kingston Smith supported Broadlight, a group of B2B marketing agencies, in its acquisition of Chillibyte, a digital marketing specialist. The work was relied upon by ThinCats who provided a debt facility to fund the acquisition.

The transaction is the third acquisition made by Broadlight over the past 11 months, continuing the group’s buy-and-build growth strategy into the mid-market B2B marketing space. Chillibyte, an owner-managed SEO specialist operating in the Southeast, supports a range of clients from local SMEs to national PLCs.

Nick Thompson, Charlie Killingbeck and Matt Edwards from the Moore Kingston Smith Corporate Finance Team provided financial due diligence services, which focused on Chillibyte’s customer base and trade.

Kate Steel, Operations Director, Broadlight Group, said: “The team at Moore Kingston Smith was a great new addition to our due diligence process in the acquisition of Chillibyte – incredibly thorough and diligent. They managed our expectations perfectly and delivered an insightful and professional report.”

Nick Thompson, Partner at Moore Kingston Smith, commented on the transaction: “We were delighted to support Kieran and the Broadlight team in delivering their strategic growth plans through the acquisition of Chillibyte. We look forward to working with the Broadlight team in the future.”
Acquisition of TNSC by Prime Networks Logo
IT services Due diligence Acquisition of TNSC by Prime Networks Financial Due Diligence
Moore Kingston Smith advises Prime Networks on its acquisition of TNSC Ltd

Moore Kingston Smith was engaged by Prime Networks, a managed IT and communications provider, to conduct financial due diligence on its acquisition of TNSC, a provider of IT network support services.

Prime Networks provides London-based businesses with complete end-to-end technology services, including security, IT helpdesk, managed cloud services and technology strategy. It is continuing its growth journey with this further acquisition in the IT managed services sector. Moore Kingston Smith’s corporate finance team previously worked with Prime Networks on its 2020 acquisition of Control Esc, specialists in IT services and hosted telephony and connectivity services. The team also supported on its acquisition of G3 Solutions, a Dorset-based IT solutions and service provider in 2021.

Surrey-based TNSC provides proactive network monitoring, hardware and software supply and installation, and general IT consultancy to clients throughout the UK, notably in the education sector.

Nick Thompson, Adele Hebditch and Robert Radcliffe from Moore Kingston Smith’s corporate finance team provided financial due diligence which involved compiling an in-depth due diligence report on TNSC. This focused on recurring vs non-recurring revenues, customer churn and considerations for completion of the transaction.

Mark Simons, Managing Director of Prime Networks, said: “Nick and the MKS team were again very supportive throughout the acquisition process. The reports prepared by the team provided invaluable insight into the business. We look forward to working with the MKS team again in the future.”

Nick Thompson, Corporate Finance Partner at Moore Kingston Smith, commented: “It’s been a pleasure working again with Mark and the team at Prime Networks as they continue to grow their presence in the IT managed services sector.”
Acquisition of Allen House by Topland Group Logo
Other Property Advisory Acquisition of Allen House by Topland Group Buyside advisory
Moore Kingston Smith advises Topland Group on acquisition of Allen House.

Moore Kingston Smith has advised Topland Group, one of the largest privately owned investment groups, on its acquisition of Allen House in Kensington. Allen House is a property comprised of 40 residential units, and a transaction value of c.£52m.

Our Corporate Finance team, consisting of Nick Thompson, George Hatswell and Matthew Edwards performed financial due diligence on the trading company of Allen House, and advised on the structuring of the financial elements of the Share Purchase Agreement.

The Tax team, comprising Nick Blundell, Oliver Johnson and Stefan Rajakariar, carried out tax due diligence on the property company and advised Topland on the tax structuring of the deal.

Terry O’Beirne, Topland’s Chief Financial Officer, commented: “It was great to have the MKS team on-board for this transaction – the advice was clear, concise and delivered in a timely manner. I was also delighted with how they interacted with the other advisors on the transaction, ensuring we were all aligned and in agreement on what had to be done to complete”.
Acquisition of The BCS Consultancy Group Limited by RSBG UK Limited Logo
Other Professional firms Due diligence | Advisory Acquisition of The BCS Consultancy Group Limited by RSBG UK Limited Due diligence and Buyside advisory
Moore Kingston Smith advises RSBG UK on acquisition of The BCS Consultancy Group

Moore Kingston Smith has advised RSBG UK Limited, investment partner for SMEs and subsidiary of RAG-Stiftung, on its acquisition of The BCS Consultancy Group Limited. BCS is a consultancy firm providing commercial, project and cost management services to data centres and the energy and utility sectors.

This transaction aligns with RSBG’s strategy to expand its project and cost management capabilities following its acquisition of McBains in 2017.

Nick Thompson and Nathalie Strauss from Moore Kingston Smith’s corporate finance team and Thomas Acland and Amy Tilley from the corporate tax team provided financial and tax due diligence on the transaction in addition to buy-side advisory services.

Linda Roberts, Chief Financial Officer of RSBG UK Limited, commented: “It was a real pleasure to work again with the Moore Kingston Smith M&A team who delivered great advice and support on a very challenging programme. We look forward to working with the Moore Kingston Smith team for our future acquisition programme.”

Nick Thompson, Corporate Finance Partner at Moore Kingston Smith, said: “We were delighted to work with RSBG again. This is an interesting strategic step in their growth programme. We are excited for the future of the business and look forward to supporting them on future transactions.”
Sale of Adtech Platform Logo
Technology Media Advisory Sale of Adtech Platform Lead Adviser
Acquisition of 9.2MWp wind portfolio of 14 turbines located in Cumbria by Alpha Real Capital Logo
Renewables Due diligence Acquisition of 9.2MWp wind portfolio of 14 turbines located in Cumbria by Alpha Real Capital Financial and Tax Due Diligence
Alpha Real Capital acquires 9.2 MWp wind farm portfolio through their Wind Renewables Income Fund

Moore Kingston Smith has supported Alpha Real Capital, the specialist manager of secure income real assets, with the acquisition of a 9.2MWp onshore wind farm portfolio located in Cumbria from EIS funds.

Alpha Real Capital’s Renewables’ acquisitions and portfolio team have deployed more than £900m in equity since 2013, with 40% of that deployment coming in the last 2 years. Alpha have completed over 60 transactions, including the construction and successful commissioning of 15 schemes.

Matt Meadows and Nathalie Strauss from our corporate finance team and Tom Acland from our M&A tax team provided financial and taxation due diligence and advisory services. Our analysis included a review of revenue generated from government-backed schemes, including ROCs; net current assets; identification and quantification of the tax attributes of the target; and the availability of tax attributes with a focus on plant accumulated capital allowances. Further support was provided by Tom through the preparation of a structuring report (strawman paper) to present the tax implications and structuring options for the transaction, whilst both teams provided effective input for the successful placement of W&I insurance.

Matt Meadows, Corporate Finance Partner at Moore Kingston Smith, said: “We are pleased to have worked with the Alpha team to complete another successful transaction enhancing their portfolio. We look forward to assisting with their future transactions.”

If you are considering transactions in this sector and need assistance, please feel free to contact us.
Listing of Unigel Group Plc on the AQSE Growth Market Logo
Manufacturing Reporting accountants Listing of Unigel Group Plc on the AQSE Growth Market Reporting Accountant
Moore Kingston Smith supports Unigel in its listing on the AQSE Growth Market

Moore Kingston Smith has supported Unigel Group Plc in its £820,000 fundraise and admission to the AQSE Growth Market, operated by the Aquis Stock Exchange.

Unigel Group Plc is a holding company for subsidiaries Unitape Limited and Unigel UK Limited. UK-based Unitape manufactures and distributes materials used for telecommunication cables globally. Unigel UK specialises in the production of thixotropic gels for the cable, construction and power industries and supplies cable compounds to the global fibre optic cable industry. The group was established over 25 years ago and now exports to over 40 countries worldwide.

The listing will enable the group to invest further in research and product development, increase their production capacity and expand their product portfolio offering to take advantage of the growing global optical cable market.

Matt Meadows and Adele Hebditch from Moore Kingston Smith’s corporate finance team acted as reporting accountants as part of the IPO and admission. This involved producing an in-depth due diligence report on the group, reporting on its working capital requirements post-admission and supporting Unigel throughout the IPO process. Previously, Moore Kingston Smith’s corporate tax team had provided tax advice with regards to a group restructure to a related party of Unigel.

Eric Chhoa, Chief Executive Officer of Unigel, commented: “We received good advice and support from Moore Kingston Smith throughout our IPO journey. We like to thank their team for guidance and we are glad to have Moore Kingston Smith being part of Unigel's admission process to AQSE.”

Matt Meadows, Corporate Finance Partner at Moore Kingston Smith, said: “It has been great working with Eric and the rest of the Unigel team on their IPO and successful fundraise. We are sure the listing will open many opportunities for the group and are excited to see how the group grows over the coming years.”
Sale of The Edge Picture Company to Zinc Media Logo
Media Advisory Sale of The Edge Picture Company to Zinc Media Lead adviser
Moore Kingston Smith advises The Edge Picture Company on its sale to Zinc Media

Moore Kingston Smith has advised The Edge Picture Company, an award-winning production company, on its sale to Zinc Media, the UK’s leading TV and brand film production company.

The Edge is an international film production and marketing agency for corporate, learning and commercial audiences. The company’s global presence, with operations in London and Qatar, has attracted multinational clients including BT Group, FIFA and Network Rail. Its content has won over 700 awards, most notably the ‘Production Company of the Year Worldwide’ award for the last 15 years at the New York Festivals TV & Film Awards.

Zinc Media, an AIM-listed group, operates in two segments: Zinc Television and Zinc Communicate. The Edge will sit alongside Zinc Communicate, the group’s publishing and content creation unit. This acquisition increases Zinc Media’s market presence both domestically and internationally, expanding its content into new markets including animation, e-learning and education.

The Edge has been a client of Moore Kingston Smith since 1996. Over the past 26 years, the firm has provided The Edge with tax advisory and assurance services.

Nick Thompson, Katharine Stone and Charlie Killingbeck from Moore Kingston Smith’s corporate finance team, supported by corporate tax specialists Mike Scoltock and Tom Acland, advised The Edge’s shareholders throughout the transaction.

Marjorie Blake-Convey, CEO of The Edge Picture Company, commented: “Having worked with Moore Kingston Smith over many years, we already valued their professional, pragmatic and highly commercial advice and approach, as well as their industry insight. They delivered to an even higher standard for us over such an incredibly important process for The Edge’s future, and we felt completely supported and informed every step of the way. Such transactions are fraught and highly pressurised and we couldn’t have asked for a better team to guide us through the labyrinth and bring us safely out the other side. Myself, Pete and all involved at The Edge are so grateful to have been able to work with such a great team.”

Nick Thompson, Corporate Finance Partner at Moore Kingston Smith, said: “It has been wonderful to support the award-winning Edge team through their sale process and build on the long-standing relationship between our companies. We are excited by the prospects this transaction brings to Blakey, Pete and the team at The Edge.”
Acquisition of AML Group by Selbey Anderson Logo
Marketing services Due diligence Acquisition of AML Group by Selbey Anderson Due diligence and Buyside advisory
Moore Kingston Smith advises Selbey Anderson on acquiring AML Group

Moore Kingston Smith has advised Selbey Anderson, an integrated marketing and communications group, on its acquisition of creative advertising agency, AML Group.

Selbey Anderson is an independent creative agency group comprising nine in-house agencies with a headcount of over 200 people. This is the second acquisition for Selbey Anderson in 2022, following its acquisition of brand and ABM agency Digital Radish in March. It is the first acquisition since the Group closed a £10 million debt funding facility with Triple Point in May to support its UK expansion strategy.

AML Group creates global advertising campaigns for clients in complex and regulated markets, including finance, security and business services. It specialises in strategic, creative and experiential work. These capabilities bolster Selbey Anderson’s existing wide-ranging offering, covering brand marketing, account-based marketing, digital development, B2B marketing, CRM, PR and communications. The addition of AML Group also enables Selbey Anderson to expand its client base in the financial services sector.

Paul Winterflood, George Hatswell and Henry Waugh from Moore Kingston Smith’s corporate finance team provided financial and tax due diligence for the transaction, in addition to buy-side advisory services. They were supported by Mel Reed, David Coates and Vicky Richmond from the corporate tax team.

David Rainbow, CFO of Selbey Anderson, commented: “We’d already worked with Moore Kingston Smith on a number of fronts but this was our first buy-side DD engagement with them. We’re very active in this space, but for the agencies we acquire and their owners, this is an infrequent and potentially stressful exercise. Our culture values transparency, consistency and fairness and we carry over these principles into our acquisition process. It’s important for us that our professional advisers adopt those principles when executing the work they do with us. The Moore Kingston Smith team understood the brief and delivered to scope while aligning themselves with our values. They were a great sounding board throughout the transaction and we look forward to working with them again soon.”

Paul Winterflood, Corporate Finance Partner at Moore Kingston Smith, said: “Selbey Anderson has made several successful acquisitions since 2019 and is building an exciting group. It has been fantastic to work with them on this acquisition and we look forward to supporting them with their future growth plans.”
Sale of Take 1 Script Services to Verbit Logo
Media | Technology Transaction support Sale of Take 1 Script Services to Verbit Transaction Support
IPO on the London Stock Exchange and £2m fundraise Logo
Financial services | Technology Reporting accountants IPO on the London Stock Exchange and £2m fundraise Reporting accountants
Moore Kingston Smith advises RC365 as it lists on LSE and completes a fundraise of £2 million

Moore Kingston Smith has supported RC365 Holding Plc on its fundraise of £2 million and admission to the London Stock Exchange on 23 March 2022.

RC365 is a leading fintech solutions service provider in Asia Pacific, with headquarters in Hong Kong. Founded in 2013, the group focuses on payment gateway solutions, and IT support and security services. A key focus for the group is developing innovative products and services and the IPO will allow RC365 to boost their marketing, fund licence applications and establish a development centre. The company’s market capitalisation was approximately £6.7 million after the successful fundraise, and was £16.13 million as of 14 July 2022.

Matt Meadows and Adele Hebditch from Moore Kingston Smith’s corporate finance team acted as reporting accountants as part of the IPO and admission. This involved producing an in-depth report on working capital requirements and supporting RC365 throughout the IPO process.

Vincent Cheung Hon Keung, Executive Director and CFO of RC365, said: “We enjoyed working with Moore Kingston Smith .As our reporting accountant, they provided advice and support at a strategic level and were always quick to respond. We've always found the MKS team friendly and approachable, and we trust them to do the best for our business.

Matt Meadows, Corporate Finance Partner at Moore Kingston Smith, commented: “It was a pleasure working with Vincent, Michael and the rest of the team at RC365 on their IPO and successful fundraise. They will now be able to start expanding their payment gateway services in the UK and throughout Europe in addition to developing new and innovative fintech solutions. We are excited to follow their journey and wish them every success in the future.”
Sale of Nudge Digital to TPXimpact Holdings PLC Logo
Marketing services Digital Advisory Sale of Nudge Digital to TPXimpact Holdings PLC Lead Adviser
Acquisition of Hubb Systems Ltd by Rhino Products Group Logo
Manufacturing Due diligence Acquisition of Hubb Systems Ltd by Rhino Products Group Financial and Tax Due Diligence
Moore Kingston Smith advises Rhino Products Group on its acquisition of Hubb Systems

Moore Kingston Smith was engaged by Rhino Products Group, a leading van accessory manufacturer, to carry out financial and tax due diligence for its acquisition of Hubb Systems, a family-owned UK-based designer and manufacturer of commercial vehicle accessories.

Rhino Products serves customers throughout Europe, with sites in the UK, Netherlands, Poland and Sweden, with products including roof racks, bars and ladders.

The acquisition of Hubb systems will allow Rhino Products to not only strengthen its position as a market leader but also diversify its product range. Private equity firm LDC backed Rhino Products back in 2020 to drive the group’s growth.

Matt Meadows and Adele Hebditch from Moore Kingston Smith’s corporate finance team, and Thomas Acland from the corporate tax team, provided financial and tax due diligence services regarding the acquisition. The team compiled a due diligence report focusing on margins and the profitability of Hubb Systems and its products.

Steve Egerton, Chief Executive Officer of Rhino Products, said: “The assistance Moore Kingston Smith provided throughout the process proved invaluable. The professionalism of their team was of great assistance, allowing the Rhino Products Group to successfully complete this competitor acquisition and take the next step towards our ambitious growth plans”.

Matt Meadows, Corporate Finance Partner at Moore Kingston Smith, commented: “We have a long-standing relationship with the team at Rhino Products and are delighted to have supported them on this acquisition. We wish them continued success as they continue on their growth journey.”
Acquisition of Zencom Telecommunications by Communicate Technology Logo
Telecommunications | Technology Due diligence Acquisition of Zencom Telecommunications by Communicate Technology Financial Due Diligence
Moore Kingston Smith advises Communicate Technology on its acquisition of Zencom Telecommunications

Moore Kingston Smith has advised IT, telecoms and cyber security specialist Communicate Technology Limited on its acquisition of Zencom Telecommunications Limited, supplier of inbound and outbound call services to SMEs.

Communicate is a leading internet service and managed security provider serving 500 businesses and 50,000 users across the UK. Its current focus is growing its nationwide presence by identifying acquisition opportunities.

Zencom has been a provider of call services for businesses in the automotive, retail and advertising sectors since 2003. Working alongside strategic partners such as KCOM and Vodafone, this includes providing solutions for business home-working.

Nick Thompson and Adele Hebditch from Moore Kingston Smith’s corporate finance team and David Coates from the corporate tax team provided financial and tax due diligence and advisory services. The team compiled an in-depth due diligence report on Zencom, focusing on contracted vs non-contracted revenues and quality of earnings. They also advised on the share purchase agreement, price adjustments to consideration and financial and tax warranties.

Konrad Rutkowski, Chief Financial Officer at Communicate Technology Limited, said: “We are delighted to add Zencom to our Group, our third acquisition in recent years. The team at Moore Kingston Smith helped with every step – sometimes at short notice – ensuring that we were advised on all matters in a professional and commercial manner.”

Adele Hebditch, Corporate Finance Manager at Moore Kingston Smith, commented: “It was a pleasure supporting Konrad and the Communicate team with their acquisition of Zencom. We look forward to following their growth journey and seeing the continued success of both companies.”
Acquisition of Riot Communications by Splendid Communications Logo
Marketing services Due diligence Acquisition of Riot Communications by Splendid Communications Due Diligence
Acquisition of Alpha Plus Consultancy Limited by AQA Education Logo
Education Advisory Acquisition of Alpha Plus Consultancy Limited by AQA Education Financial Adviser
Sale of Zing Leisure to Bridgepoint Logo
Other Food and beverages Advisory Sale of Zing Leisure to Bridgepoint Lead Adviser
Acquisition of G3 Solutions by Prime Networks Logo
IT services Due diligence Acquisition of G3 Solutions by Prime Networks Financial Due Diligence
Alerce Capital Partners acquires Greenfingers Landscape Ltd Logo
Other Landscape gardening Due diligence Alerce Capital Partners acquires Greenfingers Landscape Ltd Financial and Tax Due Diligence
Alerce Capital Partners acquires Greenfingers Landscape Ltd

Moore Kingston Smith has advised Alerce Capital Partners on its acquisition of Greenfingers Landscape Ltd, a leading grounds maintenance business in the North of England.

With a team of over 130 staff, Greenfingers holds contracts with local authorities and housing associations to deliver services including landscaping, tree care, gritting and snow clearance. The company operates out of ten depots across the Midlands, North East and North Wales.

Alerce Capital Partners, led by José Villegas and Daniel Serdio, is an investment vehicle used to acquire owner-managed businesses in the UK. They look for businesses with a proven track record of profitability and a high recurring revenue base.

The corporate finance team, comprising Matt Meadows, Matt McRae and Robert Radcliffe, carried out financial due diligence with a specific focus on customer churn and contractual relationships, and SPA negotiations. They were assisted by Mark Fielden, Tom Acland and Amy Tilley from the corporate tax team who carried out taxation due diligence on the acquisition. Alerce is the latest in several search funds to use Moore Kingston Smith for buy-side advice and support.

Matt Meadows commented: “We are delighted to have advised on this transaction. Under José and Daniel’s leadership, Greenfingers is now in a prime position to grow significantly over the next few years. We look forward to continued work with Alerce Capital Partners to help them deliver their growth strategy.”
Sale of Inskin Media to Azerion Logo
Media Advisory Sale of Inskin Media to Azerion Lead Adviser
Sale of Inskin Media to Azerion

Moore Kingston Smith has advised Inskin Media, a global, high-impact digital advertising company, on its sale to Azerion, a highly acquisitive and fast-growing digital entertainment and media platform. Inskin marks Azerion’s ninth acquisition in 2021 following a €200 million fundraise.

Inskin maximises the impact of digital campaigns through its specialisms in multi-screen, digital brand advertising. Using standardisation technology, Inskin ensures every advert works perfectly regardless of platform or design, simplifying the process for brands and agencies. The company partners with 260 publishers and works with over 1,000 blue-chip brand clients to deliver campaigns to more than 2,000 premium websites globally. Inskin’s integration into the Azerion platform will give Azerion’s clients access to a wider range of scalable, high-yielding and impactful adverts.

InSkin has been a long-term general practice client of Moore Kingston Smith’s. Following an approach from Azerion, they appointed the corporate finance team to support them in completing this transaction within a tight timescale. Nick Thompson and Matt McRae from the corporate finance team assisted with negotiating the terms of the transaction, which was agreed and completed within four weeks of the initial approach. They also advised on the negotiation of the SPA. Nick Blundell, David Coates and Thomas Acland from the corporate tax team provided tax structuring advice on the deal.

Nick Thompson, Corporate Finance Partner at Moore Kingston Smith, added: “It was a pleasure advising Inskin on this transaction. It will enable Inskin to grow to the next level through joining forces with Azerion and extending its services to Azerion’s rapidly growing client base. I look forward to following their progress as part of the Azerion family.”
Acquisition of Innova Energy Ltd by Alpha Real Capital on behalf of Elm Trading Logo
Renewables Due diligence Acquisition of Innova Energy Ltd by Alpha Real Capital on behalf of Elm Trading Financial and Tax Due Diligence
Alpha Real Capital acquires 60 MW solar portfolio on behalf of Elm Trading

Moore Kingston Smith has supported Alpha Real Capital as adviser to Elm Trading with the corporate acquisition of Innova Energy Ltd, a multi-asset operating portfolio previously managed by Innova Capital. The addition of the 61.5MW portfolio takes annual low carbon generation to circa 540 GWh, equivalent to powering 186,000 homes.

Elm Trading is a UK-based investor with a vast portfolio of property lending, renewable energy, self-storage and commercial forestry businesses. A long-standing client of Moore Kingston Smith, we have advised Elm Trading on 20 successful acquisitions to date.

Matt Meadows and Kat Stone from our corporate finance team and Mark Fielden and Tom Acland from our M&A tax team provided financial and taxation due diligence and advisory services. Our analysis included a review of revenue generated from government-backed schemes, including ROCs and FiT; net current assets; identification and quantification of the tax attributes of the target; and the availability of tax attributes with a focus on plant accumulated capital allowances. Both teams also assisted in the review of the financial and tax warranties in the sale and purchase agreement.

Matt Meadows, Corporate Finance Partner at Moore Kingston Smith, said: “It has been a pleasure to work with the Alpha team on yet another successful transaction to enhance their portfolio. They have demonstrated once again that when a deal has been agreed, they work tirelessly to ensure a successful completion, and we are delighted to be part of the team that makes it happen.”

If you are considering making an acquisition and need assistance, please contact us.
Acquisition of Digital 22 Online Limited by Avidly Logo
Marketing services Due diligence Acquisition of Digital 22 Online Limited by Avidly Financial and Tax Due Diligence
Moore Kingston Smith advises Avidly on its acquisition of Digital 22 Online Limited

Moore Kingston Smith’s corporate finance team advised Avidly, a leading European martech service provider, on its acquisition of Digital 22 Online Limited, an elite HubSpot inbound marketing agency. Digital 22 is a growth marketer operating primarily in the UK that develops its customers’ businesses through inbound, content and performance marketing and sales using HubSpot. The acquisition strengthens Avidly's position as a leading provider of sales and marketing solutions for businesses keen to accelerate their growth.

Avidly was referred to Moore Kingston Smith through the Moore Global Network. Led by Nick Thompson, George Hatswell and Matthew Edwards carried out financial due diligence and provided in-depth analysis on the recognition of revenue and differences between the financial reporting standards of FRS102 and IFRS used by target and buyer. They were assisted by Thomas Acland who provided tax due diligence on behalf of Avidly and assisted with UK tax structuring for the acquisition.

Hans Parvikoski, Chief Financial Officer at Avidly, commented: “It was a pleasure to work with Moore Kingston Smith’s corporate finance team. They carried out the financial and tax due diligence, providing useful in-depth analysis and insights. Their approach was practical and the reports and findings were very well summarised, enabling us to focus on the right issues. A well carried out due diligence is an essential part of a successful acquisition.”

Nick Thompson, Corporate Finance Partner at Moore Kingston Smith, said: “It was a pleasure to assist Avidly with their acquisition as part of their growth journey. We have seen an increase in appetite for UK-based businesses in the media and marketing services space from abroad this year and expect this to continue.”
Acquisition of Reason by Paragon Group Logo
Digital transformation Advisory Acquisition of Reason by Paragon Group Lead Adviser
Moore Kingston Smith advises Reason on its exit to Paragon Group

Moore Kingston Smith is proud to have advised Reason, a digital transformation agency, on its exit to Paragon Group, a provider of customer communications, identification and graphic and office services.

Reason designs, builds and launches digital products and services that transform the way people live, work and do business. It brings new capabilities and expertise in the retail and financial services sectors to Paragon and its clients, allowing Paragon to strengthen its offering in these markets, broaden its client portfolio and scale internationally.

The acquisition forms part of Paragon’s long-term strategy, and will bring new skillsets and expertise to the company whilst providing development opportunities for Reason employees, as well as broader strategic offerings to Reason’s existing client base.

The Moore Kingston Smith corporate finance team provided M&A advice, supported by the M&A tax team.

Peter Gandy, Managing Director at Reason, commented: “It was great to work with the team at Moore Kingston Smith. This acquisition will help take Reason to another level, enabling us to scale faster and share knowledge and expertise, while remaining true to our shared core growth pillars: digital transformation, data and AI, agile delivery and service design. Paragon’s size and standing will open doors for personal and professional development, and we look forward to playing a critical role in creating a major agency.

For more information or to find out how we can help you, please contact us.
Sale of Verne Global to Digital 9 Infrastructure plc Logo
Technology Advisory Sale of Verne Global to Digital 9 Infrastructure plc Lead Adviser
Acquisitions of Greenlight Digital and Greenlight Commerce by Brave Bison Logo
Media Due diligence Acquisitions of Greenlight Digital and Greenlight Commerce by Brave Bison Financial and Tax Due Diligence
Moore Kingston Smith helps build media company for new era

Moore Kingston Smith has supported AIM-listed global social media and marketing company Brave Bison in its acquisitions of leading digital performance and commerce agencies Greenlight Digital and Greenlight Commerce. The acquisitions support Brave Bison’s vision of building a media company for the new era, combining Greenlight’s expertise across the digital marketing and ecommerce spectrum with Brave Bison’s strengths in social media, publishing and content.

Marketing services specialists from our corporate finance and M&A tax teams provided financial and taxation due diligence and advisory services, led by Paul Winterflood and Nick Blundell, and supported by Matt McRae, Joshua Chan, Vicky Richmond and Oliver Johnson. Our financial analysis included sector benchmarking, evaluating the financial performance of the agencies against data from Moore Kingston Smith’s annual survey: a report analysing the financial performance of marketing services agencies against a series of KPIs, drawing on close to 30 years of data.

Theo Green, Chief Growth Officer of Brave Bison, said: “Moore Kingston Smith are the definitive sector experts and working with them was the obvious choice.”

Paul Winterflood, Corporate Finance Partner at Moore Kingston Smith, said: “It was a pleasure supporting the Brave Bison team in making these exciting acquisitions. We look forward to supporting them further as they continue on their growth journey.’’

If you are considering making an acquisition and need assistance, please contact us.
Acquisition of Golfsupport by PGC Group SAS Logo
Retail Due diligence Acquisition of Golfsupport by PGC Group SAS Financial and Tax Due Diligence
Moore Kingston Smith advises PGC Group SAS on its acquisition of Golfsupport.co.uk Limited

Golfsupport.co.uk is a UK-based online golf retailer selling golf equipment, clothing and accessories across the UK, Europe and the US. The acquisition by PGC Group SAS will strengthen their online presence in the UK and will provide further growth opportunities across the UK and European golf retail market.

Moore Kingston Smith’s corporate finance team, led by Nick Thompson, carried out financial due diligence and provided in-depth analysis on the recent and expected future growth of Golfsupport. They were assisted by Thomas Acland and Amy Tilley who provided tax due diligence on behalf of PGC Group SAS and assisted in the review of financial and tax warranties. Handholding advice was also provided by the team to help PGC Group SAS finalise negotiations and ensure a smooth process through to completion of the acquisition.

Laurent Damiani, Founding & Managing Partner of Inspiring Sport Capital, President of PGC Group SAS, said: “The Moore Kingston Smith team provided invaluable insight into the business with their due diligence work and was always proactive in providing solutions to issues where required. They played a key role in ensuring this acquisition completed successfully and we were very grateful to have them on our side.”

Nick Thompson, Corporate Finance Partner at Moore Kingston Smith, said: “It was great working with Laurent and the team at PGC Group SAS on the acquisition of Golfsupport and we look forward to seeing the continued success of the business in the future.”
Acquisition of Kingdom Collective by Splendid Communications Logo
Marketing services Due diligence | Advisory Acquisition of Kingdom Collective by Splendid Communications Due Diligence & Buyside Advisory
Sale of Frank Hirth to EY Logo
Other Professional services Advisory Sale of Frank Hirth to EY Lead Adviser
Sale of APP Wholesale to Lords Group Trading Logo
Other Plumbing distribution Advisory Sale of APP Wholesale to Lords Group Trading Lead Adviser
APP Wholesale plc (APP), a long-standing client of Moore Kingston Smith, engaged the corporate finance team on its sale to Lords Group Trading Ltd (Lords). APP is a leading plumbing and heating distribution company with nationwide coverage.

The corporate finance team, led by Matt Meadows, discussed various options for the sale with APP owner Allan Pierce. Ultimately, the team negotiated the best outcome for APP, coming in the form of an offer from Lords, with Allan Pierce becoming a shareholder in the group. APP forms the plumbing and heating distribution arm for Lords which currently consists of merchanting, manufacturing and retail companies.

After acquiring APP, Lords went on to complete further acquisitions, before achieving their strategic goal of an AIM listing in July 2021. This realised value for shareholders and created a platform for future growth.

Matt Meadows, Corporate Finance Partner at Moore Kingston Smith, said: “It is always an honour to help long-standing clients of Moore Kingston Smith achieve their ambitions. The sale of APP to Lords provided Allan with a good home for the business that he had personally grown over the years, while creating value for all parties. Additionally, Lords achieved the critical mass required to enable their listing.”
Acquisition of Map Building & Civil Engineering Supplies Ltd Logo
Other Construction Due diligence Acquisition of Map Building & Civil Engineering Supplies Ltd Due Diligence
Moore Kingston Smith was engaged by Lords Group Trading Ltd (Lords) to provide financial and taxation due diligence on its acquisition of MAP Building & Civil Engineering Supplies Limited (MAP).

MAP is a builders’ merchant supplying “heavy side” materials to builders and civil engineering contractors in the North, South and East Midlands. Acquiring MAP expands Lords’ existing delivery coverage of Derby and the South-East.

The Moore Kingston Smith team comprised Matt Meadows and Kat Stone from Corporate Finance and Mark Fielden and David Coates from Corporate Tax. The team compiled detailed financial and taxation reports on MAP, focusing on the key areas Lords had specified, including MAP’s financial performance during Coronavirus.

Matt Meadows, Corporate Finance Partner at Moore Kingston Smith, said: “It was a pleasure working with the team at Lords, which has a very clear and ambitious growth strategy. We are particularly delighted to be working with Lords, having previously sat on the other side from them in a very friendly and successful transaction.”

Moore Kingston Smith had previously advised APP Wholesale plc on its sale to Lords. Impressed with the team’s expertise and sector knowledge, Lords subsequently appointed the firm to advise on its MAP acquisition.

For more information or to find out how we can help you, please contact us.
IPO on the London Stock Exchange Logo
Other Pharmaceuticals Reporting accountants IPO on the London Stock Exchange Reporting Accountants
Oxford Cannabinoid Technologies Holdings PLC (OCTH) raised £16.5 million in its initial public offering with a valuation of £48 million upon admission to the London Stock Exchange. Established in 2017, OCTH has become a global leader in developing licensed prescription medicines, targeting the endocannabinoid system. With this funding, OCTH aims to further its development strategy, targeting the pain market through four drug candidates for approval as licensed pain medicines by regulatory agencies. These include the US Food and Drug Administration (FDA), the European Medicines Agency (EMA) and the UK’s Medicines and Products Healthcare Regulatory Authority (MHRA).

The Moore Kingston Smith team, led by Matt Meadows, acted as reporting accountants as part of the initial public offering and admission. Throughout the process, the team provided comprehensive support to OCTH, highlighting any key issues and deadlines, ensuring the process was completed in the compressed time frame.

Neil Mahapatra, Executive Chairman of OCTH, said: “Matt and his team provided us with fantastic support throughout the IPO process. Given the tight deadline, Moore Kingston Smith worked tirelessly to make sure all the relevant documentation was ready and to a high standard, ensuring no further complication in the listing process.”

Matt Meadows, Corporate Finance Partner at Moore Kingston Smith, said: “It was a pleasure to work with the team at OCT on their IPO, which represented one of the first cannabis businesses in the UK. We wish them every success for their future strategy to deliver growth in shareholder value.”

For more information or to find out how we can help you, please contact us.
Acquisition of HQ Theatres & Hospitality by Trafalgar Entertainment Logo
Media Theatre Due diligence | Advisory Acquisition of HQ Theatres & Hospitality by Trafalgar Entertainment Due Diligence & Advisory Services
Moore Kingston Smith has supported Trafalgar Entertainment Group with its corporate acquisition of HQ Theatres and Hospitality, with Trafalgar adding eleven live entertainment venues to their portfolio following completion of the deal in March.

Specialists from our corporate finance and M&A tax teams provided financial and taxation due diligence and advisory services. Our financial analysis included reviews of the different revenue streams and cost centres of each venue’s theatre and hospitality operations, as well as the theatre operating contracts. We also analysed each of the special purpose vehicles’ balance sheets.

Both teams also assisted in the review of the financial and tax warranties in the sale and purchase agreement and the structuring of intercompany debts.

Trafalgar Entertainment Group is a premium international live entertainment business, with a focus on theatre productions and the distribution of live-streaming innovative content. They engaged our corporate finance and tax teams to provide due diligence and transaction support on their acquisition of HQ Theatres and Hospitality.

HQ Theatres and Hospitality are the operators of eleven theatres and cultural venues situated around the UK, providing food and beverage services as well as theatre operations.

Paul Winterflood, Corporate Finance Partner, said: “It has been great working with the team at Trafalgar on this transaction. As UK lockdown measures continue to ease, Trafalgar and the theatre industry will no doubt see an increase in activity with venues filling up with avid theatre-goers once again”.

If you are considering making an acquisition and need assistance, please contact us.
Sale of Arachnys Information Services to AML RightSource Logo
Technology Regtech Transaction support 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.

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.
Acquisition of i-to-i by Learndirect Logo
Technology | Education Edtech Due diligence Acquisition of i-to-i by Learndirect Financial and Tax Due Diligence
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.

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.
Buy-out of Sony Music Entertainment’s stake in Syco Holdings on behalf of Simon Cowell Logo
Media Advisory Buy-out of Sony Music Entertainment’s stake in Syco Holdings on behalf of Simon Cowell Lead Adviser
Sale of Blippi to Moonbug Entertainment Ltd Logo
Media Advisory Sale of Blippi to Moonbug Entertainment Ltd Lead Adviser
Moore Kingston Smith has advised US artist and digital content creator Stevin John on the sale of his massively popular YouTube channel, Blippi, together with its associated brands and merchandising contracts to UK-based global content company Moonbug Entertainment.

The deal includes ‘Blippi’, a live-action programme that has struck a chord with parents and kids through its engaging, inspiring and accessible educational content. Tapping into children’s natural curiosity, he takes them on a journey of discovery, allowing them to see the world through an educational lens – entertaining along the way. He is a tour guide for doing all the things a toddler wants to do.

Blippi’s educational content has translated to a deep connection with his audience and a loyal following of more than 24 million subscribers and 570 million average monthly views. And the brand also boasts a successful toy line and sell out live shows in the United States.

Stevin John will remain the core of the Blippi show but Moonbug will also diversify the show with new characters to help it transport more kids to more places as they explore new educational topics.

John Cowie, Corporate Finance Partner at Moore Kingston Smith, led the advisory relationship alongside Manager George Hatswell. John commented: “We are delighted for Stevin that the future of Blippi is secure within the Moonbug stable and that millions of children will continue to be able to enjoy the phenomenal success of his creation across an increasingly diverse range of media platforms. He has every right to be proud of his achievement.”

Fieldfisher Corporate Partner Dominic Gurney-Champion and Senior Associate Toby Usher provided legal advice on the deal and had support from US firm, Blank Rome. Commenting on the deal, Dominic said: “We are extremely pleased to have helped Stevin complete the sale of his inspirational creation as part of the Blippi team’s aspirations to expand their reach and continue delighting children the world over. Many people with young children will be familiar with Blippi and will be happy to know that this show has a strong future as part of the Moonbug portfolio. We wish Stevin and his team continued success with the future of his fantastic show.”

Stevin John said: “I’m grateful to both John and Dominic for their expertise and knowledge guiding me through this process – I couldn’t have done it without them. This is an exciting new chapter for me and for Blippi.”

If your company is considering a sale, please contact us for more information.
Acquisitions by Elm Trading Logo
Renewables Due diligence Acquisitions by Elm Trading Financial and Due Diligence
Moore Kingston Smith has supported Alpha Real Renewables as adviser to Elm Trading with the corporate acquisitions of an operating solar site and wind farm. The transactions, which both completed in February, complement the company’s existing portfolio and are part of its ongoing strategy of investment in UK renewable energy assets.

Specialists from our corporate finance and M&A tax teams provided financial and taxation due diligence and advisory services. Our analysis included a review of: revenue generated from government-backed schemes, including ROCs and FiT; net current assets; identification and quantification of the tax attributes of the target; and the availability of tax attributes with a focus on plant accumulated capital allowances. Both teams also assisted in the review of the financial and tax warranties in the sale and purchase agreement.

Elm Trading is a UK-based investor with a portfolio of property lending, renewable energy, self storage and commercial forestry. It is a long-standing client of Moore Kingston Smith and our team has advised the company on 18 successful acquisitions to date.

Matt Meadows, Corporate Finance Partner, said: “It has been a pleasure working with the team at Alpha over the last five years. We look forward to continuing to support them on future transactions, as demand for renewable energy grows inexorably.”

If you are considering making an acquisition and need assistance, please contact us.
Sale of Coast Digital to Elixirr International Logo
Marketing services Transaction support Sale of Coast Digital to Elixirr International Transaction Support
Coast Digital, a full-service digital marketing agency, engaged our corporate finance team to provide transaction support on its sale to Elixirr International, a challenger management consultancy which provides companies with an alternative solution to the long-established management consultants.

Coast Digital has helped brands including charities, education providers and fashion retailers develop and deploy their digital marketing strategies. This transaction will provide Coast with a unique platform for growth and mean that Elixirr is now able to offer a full-service digital capability to its clients.

Our corporate finance team was appointed to help negotiate the surplus working capital payment. Mike Hayes, Partner, advised on tax structuring and Esther Carder, Partner, provided support on accounting aspects of the transaction.

James Frost, Founder and Owner of Coast Digital, said: “Selling a business can be both stressful and time consuming. The Moore Kingston Smith team hand-held us through the process. Paul skillfully negotiated the surplus working capital payment, which added significant value to the transaction.”

Paul Winterflood, Corporate Finance Partner, said: “It was a great pleasure assisting James and the Coast team on this transaction. Elixirr is a very exciting business that, thanks to the acquisition of Coast, is now able to provide a full digital offering to its clients, and I’m sure it will thrive following this acquisition.”

If you are considering a sale or acquisition, please contact us to find out how we can help you.
Sale of Lake Image Systems to Domino Printing Sciences  Logo
Technology Advisory Sale of Lake Image Systems to Domino Printing Sciences Lead Adviser
Moore Kingston Smith has advised on the sale of imaging and scanning technology specialist Lake Image Systems to Domino Printing Sciences.

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.
Acquisition of Woolley Pau from Gyro Logo
Marketing services Advisory Acquisition of Woolley Pau from Gyro Lead Adviser
Moore Kingston Smith Corporate Finance has advised the management team of Woolley Pau on its buyout from Gyro, part of the Dentsu Aegis Network. The agency specialises in the healthcare industry and works with several major pharmaceutical brands.

Mandy Merron, Corporate Finance Partner, Paul Winterflood, Corporate Finance Director, and Calvin Bond, Assistant Manager, helped the management team to successfully negotiate the purchase. Our advisers also provided financial forecast modelling and set up a new company, Baxter Wagstaff Holdings. The agency will trade under the name Woolley Pau and the new owners have plans to grow the business, taking advantage of it being an independent agency once again.

Ed Shorthose, Managing Director of Woolley Pau, said: “Having Moore Kingston Smith on our side was a huge comfort to me throughout this process. Apart from their expert technical services, Paul and Calvin provided a great deal of strategic advice and moral support based on their many years of relevant experience. It felt like they were a crucial part of the team rather than external advisors.”

Paul Winterflood added: “It was a real pleasure assisting Ed and the team on this transaction. We managed to overcome several barriers to get this deal over the line, including the added complexities that came with lockdown in the UK, and I’m excited to see what the future holds for Woolley Pau.”

If your agency is considering a sale or acquisition, please contact us.
Sale of Lucid Issuer Services to Duff & Phelps Logo
Financial services Advisory Sale of Lucid Issuer Services to Duff & Phelps Lead Adviser
Moore Kingston Smith is delighted to announce the sale of Lucid Issuer Services, Lucid Agency and Trustee Services and Fluyd (Lucid Companies) to global advisory group Duff & Phelps. The Lucid Companies are Europe’s leading providers of securities solicitation and loan and bond agency services. We advised the principal shareholders, Sunjeeve Patel and Yves Theis.

Our corporate finance team, consisting of John Cowie and Calvin Bond, alongside our M&A tax specialists Mark Fielden and Tom Acland, acted as lead financial advisers on the sale and helped secure a successful transaction. Peter Weiss and Ollie Flowers of Simons Muirhead & Burton provided legal advice to the shareholders.

Sunjeeve Patel, Managing Director of Lucid Issuer Services, said: “The Moore Kingston Smith team was invaluable throughout the process and provided expert knowledge and insight when we needed it most. The team proved to be very committed to supporting us individually and collectively as shareholders and were always on call to answer our questions and provide solutions to our problems. I can’t thank them enough for their hard work to ensure the sale completed within the tight deadline set.”

John Cowie, Director, Moore Kingston Smith Corporate Finance, added: “This was a complex transaction where we leaned heavily on our M&A tax team who helped create the optimum deal structure. We’re delighted for the shareholders and it was a real pleasure working with Sunjeeve and Yves. We look forward to seeing the continued success of the Lucid Companies as part of the ambitious Duff & Phelps family.”

To find out how we can help you, please contact us.
Sale of Synergy Creative to McCann Worldgroup Logo
Marketing services Advisory Sale of Synergy Creative to McCann Worldgroup Lead Adviser
In March, Moore Kingston Smith advised on the sale of Synergy Creative, a creative agency based in Bristol with expertise in the employee engagement sector. The agency was acquired by McCann Worldgroup, a subsidiary of the marketing network Interpublic Group.

The Moore Kingston Smith team was led by Nick Thompson, Corporate Finance Partner, with assistance from Calvin Bond, Corporate Finance Assistant Manager, and Thomas Acland, Senior Corporate Tax Manager. The team provided support to the agency owners, managed negotiations through the transaction and advised on tax structuring.

Giles Hicks, Co-Founder of Synergy Creative, said: “The Moore Kingston Smith team was with us from the very start of the process and we really couldn’t have done it without them. They were always on hand to support us and provided invaluable advice when we needed it most.”

Nick Thompson added: “It was a pleasure to support Giles and his co-founders Gemma and Nicky. Together they have built a reputable and award-winning agency and this sale provides an opportunity for the business to continue to grow.’’

Following the transaction, Synergy Creative will now trade under its new name, McCann Synergy.

If your organisation is considering a sale or acquisition, please contact us to find out how we can help you.
Sale of majority stake in Redbox Digital to SQLI Group Logo
Technology Advisory Sale of majority stake in Redbox Digital to SQLI Group Lead Adviser
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 Logo
Technology | IT services Due diligence Acquisition of QDOS SBL Group by Ridgewall Due Diligence
Sale of Digital Decisions to Ebiquity Logo
Media Advisory Sale of Digital Decisions to Ebiquity Lead Adviser
Moore Kingston Smith Corporate Finance has advised on the sale of digital media monitoring and optimisation services provider Digital Decisions to Ebiquity, an AIM-listed independent marketing and media consultancy.

Digital Decisions provides an innovative solution for global digital media reporting and evaluation that helps global advertisers to monitor and optimise their digital marketing and media buying. The company’s solutions have been adopted by several global brands including Heineken and PepsiCo.

The strategic acquisition is highly complementary to Ebiquity’s Media division and will enhance the digital media monitoring and evaluation services that it offers to its global client base.

Our team was appointed by Digital Decisions’ founder and CEO, Ruben Schreurs, to advise and support him on the transaction. The team, led by Nicola Horton and Kat Stone helped to secure a successful sale that will allow Digital Decisions to continue to operate as an individual service proposition, while integrating within Ebiquity to drive continued innovation of media performance measurement services.

Ruben Schreurs said: “Working with Nicola and her team has been an excellent experience. Their attention to detail, promptness and fair approach to the key transaction negotiations were integral to the sale process. I recommend any business owner to consider working with Moore Kingston Smith.”

Nicola Horton, Corporate Finance Principal, added: “It has been an absolute pleasure working with Ruben on this deal. Digital Decisions is a young company with an outstanding proposition. Joining forces with Ebiquity’s global network and client base will enable it to scale internationally quickly.”

Digital Decisions is headquartered in the Netherlands, where it was founded, and has recently established a sales team in London. Its plans for the future include expanding into the USA.

If you are considering the sale of your business, please contact us to find out how we can help you.
Sale of Ridgewall to Inflexion Private Equity Logo
Technology | IT services Advisory Sale of Ridgewall to Inflexion Private Equity Lead Adviser
Moore Kingston Smith has advised Ridgewall, a provider of managed IT services, on a series of five transactions within the space of 12 months. This includes four acquisitions and an investment by Inflexion, a UK private equity firm investing in high-growth businesses. Our team provided financial and tax due diligence on all four acquisitions and acted as lead adviser on the final acquisition and the investment.

Ridgewall foresees the IT solutions industry consolidating and has big ambitions be the leader in this field. Nick Thompson, Kat Stone and Matt McRae from our corporate finance team were appointed to help the fast-growing company achieve its objectives. This started with the acquisition of Connecting London, a provider of managed IT services to the hospitality sector.

Next, our team assisted Ridgewall on two further transactions in early 2019. These were the acquisitions of communications solution providers Telnet International and Nomis Connections. Our advice on all three transactions helped the company secure a loan from Clydesdale Bank to fund the acquisitions.

Ridgewall’s fourth acquisition was QDOS SBL, a specialist provider of managed IT and communications solutions also to the hospitality industry. This transaction, backed by Inflexion, not only expands Ridgewall’s international presence but also brings on board new technical capabilities, further diversifying its client offering.

Alongside advising on the acquisition of QDOS SBL, our team supported Ridgewall throughout the transaction with Inflexion. This required a particular focus on negotiating key terms and managing the due diligence process. Mark Fielden and Thomas Acland from our M&A tax team provided extensive tax and structuring advice to the company and its shareholders throughout the investment process.

Dominic McAnaspie, Chief Executive of Ridgewall, said: “The Moore Kingston Smith team has been fantastic throughout the process. Their knowledge, insight and complete commitment to supporting us was evident throughout and fundamental to Ridgewall completing all of these transactions. Inflexion’s investment will enable us to continue the rapid growth of the business both organically and through M&A.”

Nick Thompson, corporate finance partner, commented: “We are delighted to have assisted Dom and the other shareholders over the last 12 months, particularly in securing investment from Inflexion which will help to further develop the company’s technical capability and international reach. It represents a significant landmark for Ridgewall following a period of outstanding growth and is testament to the shareholders’ ambition and commitment.”
Management Buyout Logo
Other Recruitment Advisory Management Buyout Lead Adviser
Moore Kingston Smith has advised on the acquisition of Prospectus in a management buyout. Prospectus is a specialist recruitment consultancy and recruitment advertising and design agency working exclusively with the beyond-profit sector.

With assistance from Marc Fecher and Kat Stone from the Moore Kingston Smith Corporate Finance team, the management team at Prospectus bought the company from the existing shareholder with backing from Santander. The selling shareholder, David Gold, has retained an interest in the business and will work as a consultant going forward.

Marc and Kat, supported by Moore Kingston Smith’s specialist corporate tax team, provided assistance with structuring the transaction, capital fundraising, valuing the business and negotiating the deal between the sellers and the new owners.

This is the second time Prospectus enlisted the help of Moore Kingston Smith, having received advice from our team on their original MBO in 2014. Prospectus appointed us to advise on this recent transaction because of our extensive experience in working with organisations in the not-for-profit and recruitment sectors.

Peter Beeby, CEO at Prospectus said: “Marc & Kat truly understood the importance of ensuring this transaction had no impact on our relationships and the unique culture we have here at Prospectus. The team provided invaluable advice, guidance and support particularly in respect of raising capital and structuring the deal.”

Marc added: “As a values-driven organisation, it was crucial that the culture and ethos remained in place after the change in ownership, and we’re delighted that this has been achieved. Prospectus is a great business and we’re pleased to have helped the management team complete this transaction. We wish them the very best for the future.”

Prospectus is a leading recruitment specialist in the beyond-profit sector, connecting candidates and organisations across the globe. The agency’s clients include some of the most widely-known not-for-profit organisations.

If you are considering a sale or acquisition, please contact us to find out how we can help you.
Growth Capital Fundraise Logo
Marketing services Social media Advisory Growth Capital Fundraise Lead Adviser
Moore Kingston Smith has helped Influencer, a global influencer marketing agency, secure funding from Puma Private Equity. The funding will accelerate the development of the company and facilitate its global expansion.

Influencer launched in 2017 and has become one of the fastest-growing influencer platforms in the world. The media-tech business connects its clients to their customers through content creators who use and promote their products. It enables such brands as Boohoo, Alibaba and Apple Music to reach millions of potential customers through social media.

The Moore Kingston Smith team was led by John Cowie, Head of Growth Capital, and Paul Winterflood, Director and marketing and technology specialist. The team assisted Influencer in identifying interested funders, positioning their pitch and negotiating the transaction.

Co-founder, and winner of the Young Entrepreneur of the Year award, Ben Jeffries said: “Fundraising can pull founders away from the business in a crucial scale-up period, so it was a no brainer to partner with Moore Kingston Smith in raising our Series A investment. Moore Kingston Smith connected us with Puma Private Equity during our engagement. Puma Private Equity shares our vision and we’re thrilled to be working with them. Their backing validates our proposition and will enable us to now significantly scale our offer globally to help brands and creators further realise the huge potential of influencer marketing.’’

Tommy O’Sullivan, Managing Director at Puma Private Equity, said: “We are delighted to have completed this investment into Influencer and look forward to helping the team achieve their aggressive goals for the business. Paul, John and the Moore Kingston Smith team provided critical support throughout the funding process – from setting up this successful partnership to streamlining the process at every stage.”

John Cowie added: “The UK remains a great place to do business for ambitious tech companies. The growth capital community provides a key foundation and we are proud to have played a role in connecting Puma Private Equity and Influencer. We believe with Puma Private Equity’s expertise, Influencer will continue the rapid growth journey that the business has been on. It was an absolute pleasure advising Ben on this transaction. Influencer is one of the leading lights in a very exciting sector.’’

If your company is looking for investment, contact us to find out how we can help you.
Sale of HegartyMaths to Sparx Logo
Technology | Education Edtech Advisory 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.
Sale of Flagship Consulting to Selbey Anderson Logo
Marketing services Advisory Sale of Flagship Consulting to Selbey Anderson Lead Adviser
Moore Kingston Smith Corporate Finance has advised on the sale of PR agency, Flagship Consulting, to investor in fast-growing boutique agencies, Selbey Anderson.

Flagship Consulting provides integrated marketing services to the financial and professional services, technology and travel sectors. Co-founders Jackie Murphy and Diana Soltmann, who established the agency over 30 years ago, will take on consultancy roles at Flagship and deputy managing director Mark Pinnes becomes managing director.

The acquisition is Selbey Anderson’s fourth since its inception in December 2018. The transaction brings on board the immeasurable skills, attributes and cultural values of Flagship Consulting, which are a great addition to the agency’s existing talent pool and enable it to provide more services to its clients.

Moore Kingston Smith had worked with Flagship Consulting for a number of years, so were very aware of the agency’s ambitions and values. The founders therefore had no hesitation in appointing the Moore Kingston Smith Corporate Finance team who, led by Mandy Merron and Paul Winterflood, helped to secure a successful sale.

Jackie said: “Selling one’s business is stressful – in addition to the finer details of the financial transaction, there are endless questions about the due diligence, the structure of the transaction and what happens now. At every step of the way, we have been supported by the Moore Kingston Smith team, who often went above and beyond to help us get a deal done quickly. Many thanks for making things easy to understand and being there to answer all our questions.”

Mandy Merron, Corporate Finance partner, added: ‘’It was a great pleasure to work with Jackie and Diana. Flagship and Selbey Anderson are a great fit. We think the future is very exciting for the ambitious group.”

If your agency is considering a sale or acquisition, please contact us to find out how we can help you.
Sale of Grand Visual to Talon Logo
Media Advisory Sale of Grand Visual to Talon Lead Adviser
Moore Kingston Smith Corporate Finance has advised on the sale of market-leading digital out-of-home (OOH) creative services specialist Grand Visual and its digital OOH adtech provider QDOT to global OOH media agency Talon.

The strategic acquisition enables Talon to further enhance its abilities across the US and to manage the increased demand for dynamic utilisation of the digital landscape as the OOH industry evolves.
Grand Visual and QDOT employ 48 people globally in London, New York and a development hub in Montevideo, Uruguay. Both companies will continue to run with their existing management structure, led by founder and chief executive Neil Morris, Grand Visual managing director Dan Dawson and QDOT managing director Ben Putland.

Grand Visual will retain its identity and continue to work autonomously with agencies, media owners and brand teams, including Warner Brothers, Amazon Studios, Netflix and Spotify.

Moore Kingston Smith Corporate Finance was appointed by the Grand Visual shareholders to advise them on the transaction. The team, led by Nicola Horton and Kat Stone helped to secure a successful sale that will allow Grand Visual and QDOT to integrate with Talon’s complementary services to facilitate scale at an even faster pace.

Neil Morris, Grand Visual chief executive said: ‘’Nicola Horton and the MKS team provided pragmatic advice and guidance through the whole process. No doubt all transactions can be stressful and their calm approach was hugely beneficial to our team as we worked through the multiple strands of activity. I am very glad that they were by our side offering the expert support we needed to complete the deal.”

Nicola Horton, corporate finance principal, added: ‘’It has been an absolute pleasure working with Neil and his colleagues on this deal. Together, Grand Visual and QDOT have a unique proposition – marry that with Talon’s complementary services, scale and reach, and the future looks extremely bright for both parties.”

If your agency is considering a sale or acquisition, please contact us to find out how we can help you.
Acquisition of Control Esc Logo
IT services Due diligence Acquisition of Control Esc Financial & Taxation Due Diligence
Prime Networks engaged our corporate finance team to provide financial and taxation due diligence on the potential acquisition of Control Esc, an IT managed services provider specialising in IT services, hosted telephony and connectivity.

Our team liaised directly with the corporate finance advisers appointed by Control Esc to gain a detailed understanding of their business and how it operates. We were then able to compile detailed financial and taxation reports that focused on the key areas Prime Networks had identified as important to them in the transaction.

Mark Simons, managing director of Prime Networks, commented: ’Nick and his team were very supportive throughout the acquisition and proved very knowledgeable when advice was required. The reports produced were of a high standard and provided invaluable insight into the business before we completed the transaction.’’

Nick Thompson, partner in the corporate finance team, said: “It’s always a pleasure supporting passionate entrepreneurs grow their business and I wish Prime Networks and Control Esc the best of luck following this exciting acquisition.”

Please contact us to find out how we can help you.
Acquisition of Showcard Print Ltd Logo
Marketing services Due diligence Acquisition of Showcard Print Ltd Financial & Taxation Due Diligence
Writtle Holdings was considering the acquisition of Showcard Print, a digital printing company specialising in point of sale advertising material. They engaged our corporate finance team to provide financial and taxation due diligence on the transaction, having previously sought our advice on their acquisition of Loewy Group.

Our team liaised with the directors of Showcard Print to gain a detailed understanding of the business. This included finding out how it operated internally and how it was being affected by the external trading environment. Our team used this knowledge to compile in-depth reports that focused on areas most important to Writtle in relation to both the business and the transaction. Notably, this included a recent restructuring project.

Matt Gilmore, finance director at Writtle Holdings, commented: “Both the tax and financial due diligence reports prepared by Kingston Smith were extremely thorough and well received, enabling us to focus on specific points raised during the latter stages of negotiation.”

Nick Thompson, partner in our corporate finance team, said: “It was a pleasure working with both the Writtle and Showcard teams on this exciting acquisition. We wish them both the best of luck in the future.”

The acquisition was through Magnet Harlequin Group, a Writtle Group company, with the aim of extending its range of services in the UK. It will help the group accelerate its ambition to provide the fastest and most cost-effective end-to-end route to market in the sector.

To find out how we can help you, please contact us.
Sale of The Village School to Chatsworth Schools Logo
Education Advisory Sale of The Village School to Chatsworth Schools Lead Adviser
Moore Kingston Smith Corporate Finance has advised Carol Gay, the owner of The Village School, an independent girls’ preparatory school based in North London, on its sale to Chatsworth Schools. Carol has owned and acted as headmistress of this Ofsted “outstanding”-rated school for over 20 years and was keen to see it pass into the ownership of a team which shared her values. Chatsworth Schools, run by Anita Gleave, fitted the bill perfectly.

We helped Carol throughout the process, from identifying potential buyers and running the negotiations to managing the due diligence process and advising on closing mechanics through to completion. We collaborated with our audit, accountancy and payroll teams to ensure no stones were left unturned.

We worked closely with Carol to understand her goals and expectations and, out of a number of interested parties, Chatsworth was identified as the partner which most closely shared her vision for the future. Carol’s lawyers ensured the legal documentation properly reflected the financial terms agreed and, together with us, saw to it that all industry and commercial aspects were addressed. Some topical aspects included managing the process for obtaining Department of Education permission for change of ownership and complying with TUPE regulations.

Chatsworth Schools are backed by Synova Capital, a leading private equity firm, and were keen to bring The Village School under their wing to help them achieve their ambition of building a group of highly rated schools.

Carol said: “The services provided by the Moore Kingston Smith team were invaluable. It wasn’t always straightforward but Moore Kingston Smith and our lawyers, Steinfeld Law, expertly managed the process. I am extremely happy knowing that the school’s reputation will remain intact within the Chatsworth Schools group.’’

John Cowie, partner at Moore Kingston Smith, commented: “It has been an absolute pleasure working with Carol and her lawyers. It can be quite an emotional time saying goodbye to a life’s work but we’re happy for Carol that Chatsworth shares her values and will maintain The Village School’s reputation for years to come.”

To find out how we can help you, please contact us.
Sale of The Yard Creative to RSBG Infrastructure Logo
Marketing services Transaction support Sale of The Yard Creative to RSBG Infrastructure Transaction Support
Moore Kingston Smith advised on the sale of award-winning UK retail design agency The Yard Creative (TYC) to forward-thinking investment group RSBG Infrastructure.

TYC has become a prominent leader in the brand activation and experience sector during the past 12 years, with high-profile clients including Nike, Fortnum & Mason, Converse, John Lewis & Partners, Unibail-Rodamco-Westfield, Max Factor and Bourjois.

RSBG Infrastructure already owned renowned architect firm Leslie Jones Architecture, which has a focus on urban renewal and addressing the challenges of city and town centres. TYC and Leslie Jones Architecture have been working together in recent months, carving out a new proposition of applying a brand lens to cities, places and spaces. Now that they share a parent in RSBG Infrastructure, they will be able to pursue their collective ambitions with renewed vigour.

Moore Kingston Smith was appointed by owners Sian and Steve James-Royle to advise them on the transaction. The team helped to successfully secure a sale that will allow the agency to become part of a group with a unique, engaging and strong planning proposition.

Sian says: “A big thank you to the Moore Kingston Smith team for helping us get through this deal - the guidance, support and expertise has been invaluable and really, really helpful. Everyone was so patient and supportive.

“TYC and Moore Kingston Smith have been working together for 11 years. When we started out, we wanted to partner with the best media accountant in the industry to ensure we were learning from the might of the big guys.

“Here we are a decade later, having grown our pioneering idea into a commercially stable, well run business with a challenger mentality that attracts dream clients, projects and more recently investment. None of this would have been possible without the help of the Moore Kingston Smith team. At every turn they were professional, knowledgeable, proactive and reliable industry-leading experts.”

Nick Thompson, corporate finance partner at Moore Kingston Smith, says: “It has been a real pleasure working with Steve and Sian on this deal. TYC is a fantastic agency and we expect that, as part of the RSBG group, it will continue to go from strength to strength.”

To find out how we can help you grow your business, or to discuss future opportunities, please contact us.
Acquisition of Energy Intelligence Centre and T-Mac Technologies by the Monarch Partnership Logo
Other Utilities Advisory Acquisition of Energy Intelligence Centre and T-Mac Technologies by the Monarch Partnership Lead Adviser
Moore Kingston Smith is delighted to have assisted the Monarch Partnership on its acquisition of Energy Intelligence Centre (EIC) and T-Mac Technologies (T-Mac), which comprised the corporate division of Utilitywise, in a buy-out from administrators of their parent company.

The deal will help the company achieve its aim of developing end-to-end expertise in energy management and carbon reduction solutions which will cut energy consumption across its client portfolio by a fifth by 2025.

The transaction creates a utility consultancy boasting combined revenues of £20 million. All EIC and T-Mac Technologies staff will join the Monarch Partnership, saving 250 jobs, and the companies will continue to trade under their existing brand identities.

Peter Dosanjh said: "Moore Kingston Smith was instrumental in the transaction and acted as lead adviser on the negotiations on our side. They understood our focus on helping our clients become fully sustainable energy users and our objective to be the UK’s leading intelligent utilities partner. They have a wealth of expertise in advising growing businesses."

Matt Meadows, corporate finance partner at Moore Kingston Smith, said: "It was a pleasure to work with such an ambitious organisation with great opportunities ahead in the utilities space, and we are excited to see what the future holds.’’

To find out how we can help you grow your business, or to discuss future opportunities, please get in touch.
Investment by Foresight Group in Spektrix Ltd Logo
Technology Due diligence Investment by Foresight Group in Spektrix Ltd Due Diligence
Sale of DirectionGroup to Unlimited Group Logo
Marketing services Advisory Sale of DirectionGroup to Unlimited Group Lead Adviser
Moore Kingston Smith has advised on the sale of DirectionGroup, a B2B marketing agency with extensive expertise in brand creative, content, conversion and consulting, to Unlimited Group.

DirectionGroup, now known as DirectionGroup Unlimited, is one of the UK’s fastest growing B2B marketing agencies with clients including Microsoft, Fujitsu and Tata Communications. The owners, Debbie Bough and Trish Harriss, were looking for assistance to secure a deal that would help them take their already successful business to the next level. They appointed Moore Kingston Smith to advise them because of its unrivalled industry knowledge and extensive network of strategic acquirers. Moore Kingston Smith targeted prospective buyers on DirectionGroup’s behalf, and having received interest from a number of parties, Debbie & Trish chose to pursue an offer from Unlimited Group, because they perceived a great strategic, commercial and cultural fit between the two businesses.

Debbie and Trish will continue to run DirectionGroup Unlimited and look forward to helping Unlimited Group achieve its aim of joining up client-side marketing, communications and sales departments with a range of specialist services including brand development, PR, content marketing, performance marketing, channel partner communications and sales enablement.

Nicola Horton, principal, and Paul Winterflood, director, led the Moore Kingston Smith corporate finance team. The team has a strong track record of managing deals in the media and marketing services sector. Moore Kingston Smith also provided advice on the corporate and personal tax implications of the transaction.

Debbie Bough said: “Nicola and Paul were brilliant from kick-off to completion. They understood our requirements from day one and worked tirelessly on our behalf. I’d highly recommend Moore Kingston Smith to anyone considering a sale.”

Trish Harriss added: “Nicola and Paul were with us every step of the way and expertly helped us navigate a complex and time-consuming process. Straight talking, honest and objective, their support was invaluable. We are delighted with the outcome.”

Nicola Horton said: ‘’It was a real pleasure working with Debbie and Trish. They knew exactly what they were looking for in a strategic partner, and are excited about the opportunities presented by being part of Unlimited Group. There’s a great future ahead for DirectionGroup Unlimited.’’

To find out how Moore Kingston Smith can help you prepare for the sale of your business, or to discuss future opportunities, please get in touch.
Sale of Little Baby Bum to Moonbug Entertainment Ltd Logo
Media Advisory Sale of Little Baby Bum to Moonbug Entertainment Ltd Lead Adviser
Moore Kingston Smith Corporate Finance is delighted to have advised the shareholders of one of the World’s largest and most popular YouTube channels, Little Baby Bum (LBB), on its sale to Moonbug.

Derek and Cannis Holder, the owners of LBB, said: “John Cowie at Moore Kingston Smith expertly handled the conversations with Moonbug, helping us to decide who to move forward with while keeping momentum. It’s fair to say we hadn’t been involved in a process like this before and we couldn’t have done it without John’s knowledge and thoughtful, measured advice. We’re over the moon with the outcome and excited about the future for LBB.”

To find out how we can help you, please contact us.
Sale of JJ Marketing to Gravity Global Logo
Marketing services Transaction support Sale of JJ Marketing to Gravity Global Transaction Support
JJ Marketing is a full-funnel marketing agency that delivers powerful, results-driven, integrated marketing campaigns for a diverse portfolio of clients, including Hyundai, NatWest and Nikon. As its auditors and trusted advisers since 2014, Moore Kingston Smith was well equipped to support the agency through its sale from a tax and accounting perspective.

Paul Winterflood, corporate finance director at Moore Kingston Smith, and his team modelled the working capital and advised on negotiations with the buyer. In addition, the team helped the agency with the financial aspects of the Sale and Purchase Agreement and our tax advisers provided tax structuring advice.

James Goddard, founder, JJ Marketing said: ‘’I was delighted with Moore Kingston Smith’s support throughout the transaction. The team regularly went the extra mile and provided articulate and commercial advice throughout. Their unrivalled sector expertise and knowledge of the business built up since 2014 was invaluable at the critical points of negotiations.”
Sale of majority stake in Toddler Fun Learning to Moonbug Entertainment Ltd Logo
Media Advisory Sale of majority stake in Toddler Fun Learning to Moonbug Entertainment Ltd Lead Adviser
Moore Kingston Smith advises on the sale of YouTube channel Toddler Fun Learning

We are delighted to announce the successful sale of a majority stake in Toddler Fun Learning (TFL) to private equity-backed media vehicle Moonbug. TFL delivers children’s content via YouTube and its Toddler Fun Learning App. It is famous for its Gecko’s Garage series and Number Zoo and aims to transform learning and storytelling for children worldwide.

The owners, Christian and Amalie Hughes, agreed to partner with Moonbug and will continue to work alongside the Moonbug team to grow TFL, expanding its reach. The owners were advised on the sale by John Cowie, corporate finance partner at Moore Kingston Smith. Christian said: “We knew that John had worked with the buyer before and he understood what they were looking for in a business like ours. He was the natural choice when we agreed to begin discussions. He is just the man you want in your corner.”

John commented: ‘’It was a real pleasure working with Christian and Amalie. Their goal to transform learning for kids worldwide means that TFL will continue to reach more and more children and there’s a great future ahead for the channel.’’

This is the second sale of a YouTube channel that the Moore Kingston Smith team has assisted with. In 2018, they advised the owners on the sale of children’s channel Little Baby Bum. The channel regularly features among the top ten most-viewed YouTube channels on earth and its “Wheels on the Bus” compilation has been recognised as the number one educational video by Guinness World Records for three years running.
Growth Capital Fundraising Logo
Technology Advisory Growth Capital Fundraising Lead Adviser
Triumph Research Intelligence secures growth funding from Octopus Investments

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 Healthcircle to Fishawack Group Logo
Marketing services Advertising Advisory Sale of Healthcircle to Fishawack Group Lead Adviser
Moore Kingston Smith Corporate Finance Limited has advised the shareholders of Healthcircle Advertising, a specialist healthcare advertising and creative communications agency, on its sale to the Fishawack Group.

Healthcircle’s founder shareholders had approached Moore Kingston Smith Corporate Finance for support to secure a “transformational deal” to develop their business. Moore Kingston Smith targeted prospective buyers on Healthcircle’s behalf, and having received a great deal of interest from a number of parties, the shareholders chose to pursue an offer from Fishawack, because they perceived a great strategic, commercial and cultural fit between the two businesses.

The Moore Kingston Smith team compiled the marketing documents, analysed financials, led negotiations with the buyer and advised on tax structuring, deal completion mechanisms and corporate and personal tax implications of the deal.

Nicola Horton, Principal, and James MacLeay, led the Moore Kingston Smith Corporate Finance team. The team has a strong track record of managing deals in the media and marketing services sector.

Mike Taylor, Healthcircle Managing Director said: “Nicola and James were a pleasure to work with. They understood our business and what we needed as shareholders. They’ve got great knowledge of the media and marketing services sector so found the perfect partner for Healthcircle. They were professional, proactive and supported us throughout the deal process - their input really was invaluable.”
Acquisitions of Red Hare and Grey Whippet Logo
Marketing services Due diligence Acquisitions of Red Hare and Grey Whippet Due Diligence
Moore Kingston Smith is pleased to have provided financial due diligence services to M&C Saatchi in connection with its acquisitions of beauty influencer agency Red Hare Digital and its sister consultancy and agency Grey Whippet.

Jamie Hewitt, M&C Saatchi’s Group Finance Director comments, “We were delighted and highly impressed with Moore Kingston Smith’s due diligence on Red Hare and Grey Whippet. The team were thorough, commercial and professional throughout and I have no hesitation in recommending them.”
Sale of London's Theatre Royal Haymarket to Access Entertainment Logo
Media Theatre Advisory Sale of London's Theatre Royal Haymarket to Access Entertainment Lead Adviser
June 2018

Moore Kingston Smith Corporate Finance Limited has advised the shareholders of Louis I Michaels Limited on the sale of the Grade I listed Theatre Royal Haymarket.

Access Entertainment, the global division of Sir Leonard Blavatnik’s Access Industries, bought the theatre for an undisclosed sum.

The Theatre Royal Haymarket, which is nearing its 300th anniversary, is an important acquisition for Access Entertainment and its growing portfolio of investments across television, film and theatre.

First established in the 18th century, the Theatre Royal Haymarket is the third oldest London playhouse still in use and one of only three Grade I listed theatres in London. Oscar Wilde’s very first comedy as well as his later play, An Ideal Husband, both premiered at the theatre and to this day the theatre attracts global talent such as Damian Lewis, Bradley Cooper, Dame Judi Dench and Ralph Fiennes.

Nicola Horton, Principal, and Paul Winterflood, Director, led the Moore Kingston Smith Corporate Finance team. The team has a strong track record of managing deals in the media and marketing services sector.
AML Communications Logo
IT services Advisory AML Communications Strategic Advice
Our team helped AML Communications prioritise the key management actions to deliver a strategic growth plan. This included a highly structured workshop with senior management and stakeholders, facilitated by an experienced Moore Kingston Smith partner to assess the current state of the business.

‘’We’ve worked with Moore Kingston Smith for a while and they’ve been vital to helping us grow our business. Although our management systems are already in good shape, the KS360 workshop really helped our management team to get a clearer picture of our strengths, key improvement opportunities and where we should focus our efforts in order to better achieve our objectives. Having an expert on our sector running the workshop meant that in just a few hours we were able to turn insight into action. I’d certainly recommend this exercise to any organisation that is serious about growing its business.’’
Ian Henderson, CEO, AML Communications
Territory Studio Logo
Marketing services Advisory Territory Studio Strategic Advice
Investment by Vaultier7 in Axel Arigato Logo
Retail Due diligence Investment by Vaultier7 in Axel Arigato Due Diligence
Growth Capital Fundraising Logo
Technology Advisory Growth Capital Fundraising Lead Adviser
May 2018

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.”
Sale of Zebra Worldwide Group to CreativeDrive Inc. Logo
Media Advisory Sale of Zebra Worldwide Group to CreativeDrive Inc. Lead Adviser
May 2018

Moore Kingston Smith has advised Zebra Worldwide Group on its sale to global content creator, US-based Creative Drive Inc.

Zebra Worldwide was founded as a production company in 2005. From then, the business grew to provide still and moving image production, post-production, localisation and associated technology services through its offices in London, Paris, Cape Town, Kiev and Sydney. Zebra Worldwide works with many global brands including Reckitt Benckiser, Hilton and, Hotels.com.

The Moore Kingston Smith team led by Ian Graham, supported by Paul Winterflood in the corporate finance team and Mike Hayes in the tax team worked closely with Zebra Worldwide’s founders Luke Hammersley and Nic Franklin and its finance director Sarah Rose.

They advised on Zebra Worldwide’s group restructuring and assisted the Zebra team throughout the sale. They also provided support preparing the statutory accounts and Moore Kingston Smith’s outsourcing professionals helped prepare information for due diligence.

The deal included input from Sydney and Paris-based members of Morison KSi, the top ten global association of which Kingston Smith is a founder member.

Ian Graham, partner at Moore Kingston Smith said, “It’s a great pleasure to see how much the team at Zebra has achieved. We’re delighted to have played a small part in their continued success.”

Luke Hammersley said: “Moore Kingston Smith were true partners from the outset, helping us document and present our business most effectively, achieve the best commercial results whilst also supporting the relationship building process with our new owners. They were, without exception, good people to work with – pragmatic, extremely articulate around the intricacies of the financial process we were navigating, going the extra mile for our cause.”
Sale of QBS Software Limited to GNR Technology Limited Logo
Technology Advisory Sale of QBS Software Limited to GNR Technology Limited Lead Adviser
February 2018

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 for Nano Interactive Logo
Media | Technology Mediatech Advisory Growth Capital Fundraising for Nano Interactive Financial Adviser
AIM re-admission Logo
Leisure Reporting accountants AIM re-admission Reporting Accountants
December 2017

Moore Kingston Smith’s corporate finance team advised AIM-listed Parallel Media Group on its acquisition of Brick Live and Parallel Live, to create a new live entertainment events company, Live Company Group, on the AIM market.

BRICKLIVE events are a global network of partner-driven shows built for fans of LEGO®.

Moore Kingston Smith acted as reporting accountants for the re-admission to AIM. The firm completed financial and tax due diligence on Brick Live and Parallel Live, as well as a working capital review for the enlarged group.

David Ciclitira, Chairman of Parallel Media Group said: “As Parallel Media Group’s auditors, Moore Kingston Smith were the natural choice to advise us in this transaction. The Moore Kingston Smith corporate finance team brought a strong mix of technical insight and commercialism to their role as reporting accountants. We look forward to working together further in the future”.
Sale of The Corner Communications (London) Ltd to Be Heard Group Logo
Marketing services Transaction tax Sale of The Corner Communications (London) Ltd to Be Heard Group Transaction Tax
AIM admission Logo
Technology Reporting accountants AIM admission Reporting Accountants
September 2017

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.
Sale of MJ Media to Once Upon A Time Logo
Media Advisory | Transaction tax Sale of MJ Media to Once Upon A Time Lead Adviser & Transaction Tax
September 2017

Moore Kingston Smith Corporate Finance (MKSCFL) has advised youth, entertainment and technology specialist media buyer, MJ Media, on its sale to integrated agency Once Upon A Time. MKSCFL was appointed to help find an acquirer for MJ Media and used its expert knowledge of the industry and extensive network to identify strategic acquirers.

MJ Media received significant interest from a number of agencies across the industry looking to acquire MJ Media’s media buying expertise and youth, technology and entertainment sector knowledge. Having identified strategic acquirers within the industry, MKSCFL worked closely with MJ Media’s Founder, Martin Jones, and Managing Director, Matthew Fuller, and managed and negotiated the sales process to a successful completion.

Matt Fuller said: “Mandy Merron and Paul Winterflood of Moore Kingston Smith have exceeded my expectations every step of the way, always simplifying the difficult things to make them understandable and taking all challenges in their stride. They have been a pleasure to partner with, the biggest testimony I could give is that I would not hesitate to recommend them to anyone who is looking for excellent and expert advice.”

Mandy Merron, Director of Moore Kingston Smith Corporate Finance said: “It was a pleasure to work with Martin and Matt from start to finish on this deal. MJ Media and Once Upon A Time are a great fit and we expect to see the enlarged group continue to go from strength to strength over the next few years”.
Sale of Credo to Teneo Logo
Other Management consulting Transaction tax Sale of Credo to Teneo Transaction Tax
August 2017

In August 2017 Teneo acquired leading management consulting firm Credo.

The transaction represents a major expansion of Teneo's consulting division as the company experiences significant growth. The acquisition of Credo brings a team of 60 staff to Teneo and expertise in corporate strategy, transaction services, commercial and operating model transformation and performance improvement.

Moore Kingston Smith gave financial and tax advice to the Credo partners in respect of their sale to Teneo.
Acquisition of the Bulgari Hotel London by Abu Dhabi Financial Group LLC Logo
Leisure Due diligence | Advisory Acquisition of the Bulgari Hotel London by Abu Dhabi Financial Group LLC Due Diligence & Lead Advisory
Acquisition of Xtra Mile Events by Human Race Limited Logo
Other Events organisation Due diligence Acquisition of Xtra Mile Events by Human Race Limited Financial & Tax Due Diligence
April 2017

Moore Kingston Smith is pleased to have provided financial and tax due diligence services to Human Race Limited in connection with its acquisition of Xtra Mile Events Limited. Human Race is the largest and most diverse mass participation events company in the UK, with a portfolio of over 30 events each year. Xtra Mile, also a sports event company, organises a number of endurance events across Wales and Northern England - most notably, the Greater Manchester Marathon. The acquisition of Xtra Mile has strengthened Human Race’s position in the sporting event sector.

Michael Hedges, Finance Director at Human Race Limited comments: “We were very impressed with the final report and how the whole due diligence process was managed. We felt it went very smoothly and was managed professionally by the Moore Kingston Smith team. The report went in to a good level of detail and particularly we valued the work done on Race Entry Prices. We really enjoyed working with you all on it.”

Human Race is the UK’s leading mass participation events company, putting on over 30 events each year in triathlon, cycling, running, duathlon and open water swimming. Part of Amaury Sport Organisation (ASO), owners of Le Tour de France and the leader in the French running and sportive market, Human Race’s prestigious portfolio includes the Windsor Triathlon, Dragon Ride L’Etape Wales, the Cancer Research UK Winter Run Series and VitalityMove. The company also specialises in delivering bespoke corporate events, working with businesses such as JLL and Cisco.
Sale of Freightex to UPS Logo
Technology Logistics Advisory Sale of Freightex to UPS Lead Adviser
January 2017

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.”
Sale of majority stake in Code Computer Love to Mediacom, part of WPP Logo
Digital transformation Advisory Sale of majority stake in Code Computer Love to Mediacom, part of WPP Lead Adviser
December 2016

Moore Kingston Smith Corporate Finance is delighted to have advised on the sale of a majority stake in Code Computer Love (“Code”) to MediaCom, part of WPP. Nicola Horton led the Moore Kingston Smith team that advised the shareholders of Code on the transaction and was assisted by Paul Winterflood.

Founded in 1999, and headquartered in Manchester with around 80 staff, Code is a user experience studio that creates and develops digital products, campaigns and capabilities. Clients include Hillarys, Brother and Amnesty International.

Following the acquisition, Code will continue to be managed by its founders Tony Foggett, Louis Georgiou and Wini Tse, who retain a significant stake in the business.

Commenting on the transaction, Tony Foggett, Code’s CEO, said: “We are so pleased that we approached Moore Kingston Smith to help, guide and advise us through the process. Nicola Horton and her team provided us with the professionalism, experience and expertise in a manner that gave us the confidence to successfully get through and complete the deal. We are delighted to recommend them to other SMEs in a similar situation.‘’

MediaCom said that the acquisition would allow it to offer clients a fully connected service across the entire customer journey. The deal also helps meet a target set by MediaCom parent WPP for between 40% and 45% of its total revenues to be derived from digital services within the next five years.
Growth capital investment by Mobeus Equity Partners in BookingTek Logo
Technology Due diligence Growth capital investment by Mobeus Equity Partners in BookingTek Due Diligence
October 2016

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.
Sale of House PR to W Communications Logo
Marketing services PR Advisory Sale of House PR to W Communications Lead Adviser
November 2016

Moore Kingston Smith Corporate Finance advises House PR on sale to W

Moore Kingston Smith Corporate Finance Limited (MKSCFL) is delighted to have advised House PR on its sale to W, PR Week’s mid-sized consultancy of the year 2015. MKSCFL was appointed to help find an acquirer for House PR and used its expert knowledge of the industry and extensive network to identify strategic acquirers.

House PR received significant interest from a number of agencies in the industry looking to acquire House PR’s expertise in entertainment and hospitality brands. MKSCFL worked closely with House PR’s Managing Director Ginny Paton and managed and negotiated the sales process to a successful completion.

Ginny Paton comments: “Mandy Merron and Paul Winterflood supported us every step of the way. MKSCFL was the perfect partner for us using its expertise and knowledge of the sector to generate significant interest and manage the deal to a successful completion.”

Mandy Merron, Director of Moore Kingston Smith Corporate Finance says, “It was a pleasure to work with Ginny from start to finish on this deal. House PR and W are a great fit and we expect to see the enlarged W group continue to go from strength to strength over the next few years”.
Share Offer to raise £2.5 million Logo
Leisure Advisory Share Offer to raise £2.5 million Corporate Finance Adviser
November 2016

Devonshire Corporate Finance Limited, the FCA-regulated arm of Moore Kingston Smith Corporate Finance, has advised the board of Severn Valley Railway (Holdings) plc on the launch of its latest share offer, which is aiming to raise £2.5 million from new and existing shareholders.

Severn Valley Railway is celebrating over 50 years as a tourist attraction and runs regular, mainly steam-hauled, passenger trains between Kidderminster in Worcestershire and Bridgnorth in Shropshire. Much of Bridgnorth’s infrastructure and facilities date back to 1862, and are in need of conservation and considered enhancement to cope with the heritage railway’s ever-increasing number of visitors. This latest share offer will enable a substantial portion of the railway’s Bridgnorth redevelopment plans to be completed, and will supplement funds that the railway is raising through charitable giving and grants.
Acquisition of Freedom Paper Products Ltd by Northwood Logo
Manufacturing Advisory Acquisition of Freedom Paper Products Ltd by Northwood Lead Adviser
Acquisition of Midland Paper Products Ltd by Northwood Company Logo
Manufacturing Advisory Acquisition of Midland Paper Products Ltd by Northwood Company Lead Adviser
Disposal of Hammer Consolidated Holdings Ltd to Exertis Logo
Technology Advisory Disposal of Hammer Consolidated Holdings Ltd to Exertis Lead Adviser
October 2016

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.”
Sale of Flipside to Weber Shandwick, part of the Interpublic Group Logo
Digital transformation Advisory Sale of Flipside to Weber Shandwick, part of the Interpublic Group Corporate Finance Adviser
September 2016

Moore Kingston Smith Corporate Finance has supported the shareholders of Flipside on the sale of their mobile and digital agency to Weber Shandwick, part of the Interpublic Group.

Headquartered in London, with 35 staff, Flipside designs and develops mobile apps and digital experiences, and does strategic business and technology planning, social media management and mobile-centric marketing communications.

The acquisition combines Flipside’s mobile platform expertise, and creative and technical services with Weber Shandwick’s global capabilities in social media, brand publishing and integrated media. Together with Flipside, Weber Shandwick will deliver a full-scale, modern digital offering that blends content, community and commerce for both B2C and B2B marketers.

Nicola Horton led the Moore Kingston Smith Corporate Finance team in providing transaction support services to the Flipside shareholders.

Commenting on the transaction, Tim Drake, Flipside’s Managing Director, said: “Nicola and her team rose magnificently to the occasion delivering accurate, easy to consume models and added-value interpretation leveraging their subjective market expertise. What could have been an extremely stressful period for us was made almost enjoyable by the Moore Kingston Smith team.”
Sale of 4Ps Marketing to NetBooster Group Logo
Marketing services Transaction tax Sale of 4Ps Marketing to NetBooster Group Transaction Tax
Managment Buy Out (MBO) Logo
Other Recruitment Advisory Managment Buy Out (MBO) Financial Adviser
Devonshire Corporate Finance advises on MBO for engineering specialist recruiters - Alexander Associates.

Devonshire Corporate Finance Ltd (DCFL) recently advised on the management buy out for Alexander Associates, a £10 million specialist engineering recruitment consultant in Kent.

Managing Director of Alexander Associates, Gareth Jones comments: “The team at DCFL were instrumental in the MBO of our business. I found it amazing how quickly they got to grips with the figures and were able to illustrate the performance and potential of the business in a language that financiers require. DCFL were on our wavelength from day one.

“Knowing your business inside out is essential but without having a team to understand your goals, guide and represent you there are countless pitfalls and dead-ends to hamper your progress. DCFL were constantly one step ahead, anticipating hurdles and ensuring we were prepared and fully understood every detail. The amount of time and distraction DCFL saved by managing the process was beyond value to the business during the transaction and ensured the time away from the business was kept to an absolute minimum.”

Marc Fecher, Head of Devonshire Corporate Finance says, “It was a pleasure to be able to support and advise Gareth and his team from start to finish on this deal. Alexander Associates is a fantastic business that will be taken to the next level now that ownership has transferred to the longstanding, proven and passionate management team.

Devonshire Corporate Finance Ltd is part of Moore Kingston Smith LLP Group and has many years' experience in helping clients achieve their ambitions, having completed over 350 transactions in a variety of sectors.

We provide a wide range of corporate finance advice covering business disposals, strategic and exit route planning, mergers and acquisitions (including accelerated M&As in distressed situations), raising finance and flotations, and management buy-outs and buy-ins. Devonshire Corporate Finance Ltd is regulated by the Financial Conduct Authority.
Wind Energy Renewables LLP Acquiring Lothian Wind Energy Limited Logo
Renewables Due diligence Wind Energy Renewables LLP Acquiring Lothian Wind Energy Limited Due Diligence
Acquisition of Sixth Dental Practice Logo
Other Healthcare Due diligence | Advisory Acquisition of Sixth Dental Practice Due Diligence & Lead Advisory
June 2016

Moore Kingston Smith advises on Gensmile Dental Care’s sixth practice acquisition

Moore Kingston Smith recently advised on the sixth practice acquisition for Gensmile Dental Care Ltd. Gensmile is a next generation dental group focused on long term partnership and quality.

Gensmile concentrates on the efficient and effective management of the practices so that the dentists can focus purely on providing the best high-quality patient care possible. Gensmile’s six practices are based across Lancashire, Wiltshire, Worcestershire and Cornwall.

Gensmile founder and Managing Director, Simon Turton comments, “We seek to differentiate ourselves by our ability to find creative deal structures which addresses vendor needs when selling their dental practices. Moore Kingston Smith has given us highly professional and insightful support in helping us to create value through these transactions”.

Matt Meadows, Partner at Moore Kingston Smith Corporate Finance says, “It’s always a pleasure to work with a team like the one at Gensmile who understands the value of long-term partnership, as this is a value we identify with and appreciate within our own firm. Gensmile is a fast-growing entrepreneurial business and we are delighted to support them in bringing this opportunity to fruition.”
Acquisition of Spencers by Portico Logo
Other Real estate Due diligence | Advisory Acquisition of Spencers by Portico Due Diligence & Lead Advisory
May 2016

Moore Kingston Smith advised on due diligence for Portico acquisition of estate agent Spencers

Moore Kingston Smith is pleased to have provided financial due diligence and advisory services to London estate agent Portico on the successful acquisition of Spencers. The transaction was funded by Clydesdale Bank.

Spencers is an estate agent comprising eight branches located across East London. Its acquisition represents a significant development in Portico's strategic expansion plans, taking their total number of offices to 20, with around 200 employees.

Robert Nichols, Managing Director of Portico, said: “ Moore Kingston Smith Corporate Finance team were a pleasure to work with and carried out our due diligence requirements quickly and efficiently. Their taxation expertise proved particularly useful over the course of the transaction.”

Matthew Meadows, Corporate Finance partner at Moore Kingston Smith, commented: “We are delighted to have supported Portico in this substantial acquisition that supports their future growth plans. Robert was very open to our commercial advice, as well as our assessment of Spencers’ financial position, its future prospects and forecasts.”
Growth Capital Fundraising Logo
Media Advisory Growth Capital Fundraising Financial Adviser
Management Buy Out of He-Man Dual Controls Ltd Logo
Manufacturing Due diligence Management Buy Out of He-Man Dual Controls Ltd Due Diligence
Management Buy Out (MBO) Logo
Facilities management Advisory Management Buy Out (MBO) Financial Adviser
May 2016

Moore Kingston Smith advised on Management Buy Out of Temco Facility Services Limited

Moore Kingston Smith has advised Andrew Philpot in the Management Buy Out (MBO) of facilities management company Temco Facility Services Limited (“Temco”). The transaction was supported by Bank Leumi.
Temco is a £6 million facilities management business whose clients are located across the UK, predominantly in London and the South East. Andrew Philpot, Temco’s managing director, was offered the opportunity to acquire it when the holding company was sold to international facilities management group Atalian earlier this year. Moore Kingston Smith Corporate Finance was appointed in February and completed the acquisition eight weeks later, having secured four offers of financing.

Andrew Philpot said: “Moore Kingston Smith has been our auditor and tax adviser for a number of years so when the chance came to acquire the company, I was delighted to hear that the Corporate Finance team were on board. The team understood exactly what I wanted and worked tirelessly to achieve it. We look forward to working with them in future as the business grows.”

John Cowie, Partner at Moore Kingston Smith Corporate Finance, added: “It was a pleasure working with Andrew to bring this transaction to a successful conclusion. For the right business, there are a number of banks who are clearly looking to lend into MBOs and the offer from Bank Leumi ticked all the right boxes.”
Disposal to Eclectic Bar Group PLC for £18 million in cash Logo
Leisure Advisory Disposal to Eclectic Bar Group PLC for £18 million in cash Financial Adviser
April 2016

Moore Kingston Smith has advised the Noble Organisation Ltd on Brighton Marine Palace & Pier Company disposal to Eclectic Bar Group PLC. The total cash consideration was £18 million.

The Brighton Marine Palace & Pier Company owned and operated Brighton Pier, one of the most popular leisure attractions in the UK.

Eclectic Bar Group PLC is an AIM quoted leisure company. Its Chairman and largest shareholder is Luke Johnson, serial entrepreneur and Chairman of both Patisserie Holdings PLC and private equity firm, Risk Capital Partners.

Moore Kingston Smith acted as financial adviser to the Noble Organisation on the transaction. We identified and approached the buyer and continued to advise for the duration of the process.

Ian Imrie, MD of the Noble Organisation Ltd commented, “Moore Kingston Smith has been instrumental to this deal; finding the buyer, ensuring the buyer fully understood the business from the outset and advising throughout the process.

Luke Johnson, Chairman of Eclectic Bar Group PLC, commented “We were delighted when Kingston Smith brought this opportunity to us. This is an outstanding transaction and their insight into the business itself and knowledge of the parties involved has been crucial.”

Jonathan Garbett, Director at Moore Kingston Smith Corporate Finance said, “We have had a relationship with the Noble Organisation, Brighton Pier and Luke Johnson for many years and I am thrilled that we have been able to connect these parties using our market-leading commercial network. In delivering the project we were able to provide M&A and funding solutions for our client in a fast and efficient way to meet their business objectives.”
Due diligence on the merger of Infinite LLC and Spada Limited Logo
Marketing services Due diligence Due diligence on the merger of Infinite LLC and Spada Limited Due Diligence
Acquisition of The Brooklyn Brothers by Golin Logo
Marketing services Transaction tax Acquisition of The Brooklyn Brothers by Golin Transaction Tax
February 2016

In February 2016 Golin acquired award-winning independent creative agency The Brooklyn Brothers. With 130 staff in offices in the UK, US and Brazil and a Hollywood writing room, the deal significantly increases the scope of Golin’s New York and London operations. The Brooklyn Brothers’ clients include brands such as Castrol Edge, NBC and Pepsi.

Moore Kingston Smith gave tax advice to the shareholders of The Brooklyn Brothers in respect of their sale to Golin.
Sale of 3 Monkeys Communications to Zeno Group Logo
Marketing services PR Transaction support Sale of 3 Monkeys Communications to Zeno Group Transaction Support
February 2016

Moore Kingston Smith Corporate Finance has supported the shareholders of 3 Monkeys Communications on the sale of their agency to global network, Zeno Group.

Founded 13 years ago and headquartered in London, 3 Monkeys employs more than 60 staff. Clients include Microsoft, United Biscuits and TGI Fridays. Zeno Group is a global independent communications agency with 22 offices around the world, employing more than 300 people.

Zeno Group has merged its existing UK operations with those of 3 Monkeys, to form 3 Monkeys | Zeno, in order to create a more powerful platform from which to grow in Europe and beyond.
Moore Kingston Smith Corporate Finance provided transaction support services to the 3 Monkeys shareholders and management team.

Commenting on the transaction, Greg Tulett, 3 Monkeys’ Finance Director said: “Having worked with Moore Kingston Smith for a number of years to help grow and shape our business in their role as auditors, they were a straightforward choice to partner with to help advise on the transaction and provided valuable insight on the tax structuring.”
Management Buy Out (MBO) Logo
Media Advisory Management Buy Out (MBO) Corporate Finance Adviser
Acquisition of Dare Digital by Oliver Logo
Marketing services Due diligence Acquisition of Dare Digital by Oliver Due Diligence
September 2015

Oliver Marketing is a marketing agency with a difference. The company has developed a disruptive model which provides dedicated on site agencies for its clients. Oliver is growing fast but, as well as organic growth, the business is looking to acquire.

September 2015 was a busy month for Oliver, and for us, as we worked with them on their acquisitions of leading digital agency, Dare from EDC Communications and leading property specialist marketing agency, Aylesworth Fleming from Emerge.

On Oliver’s acquisition of Dare, we were asked to provide transaction support to Oliver with financial and tax due diligence. Working closely with group finance director, Simon Weaver, we were delighted to be able to help deliver this transaction. Simon Weaver said: ‘I’m very pleased with the acquisition of the Dare Digital Group, and would like to thank Mandy’s team at Moore Kingston Smith for their invaluable support, help and insight in completing this acquisition’.
Acquisition of Aylesworth Fleming by Oliver Logo
Marketing services Advisory Acquisition of Aylesworth Fleming by Oliver Lead Adviser
September 2015

Oliver Marketing is a marketing agency with a difference. The company has developed a disruptive model which provides dedicated on site agencies for its clients. Oliver is growing fast but, as well as organic growth, the business is looking to acquire.

September 2015 was a busy month for Oliver, and for us, as we worked with them on their acquisitions of leading digital agency, Dare from EDC Communications and leading property specialist marketing agency, Aylesworth Fleming from Emerge.

Moore Kingston Smith’s remit was to identify creative agencies with a strong geographical footprint and Aylesworth Fleming fitted the bill. Established in 1985 in Bournemouth, the company now employs more than 100 people in offices in London, Bournemouth, Edinburgh, Leicester and Manchester and has a network of remote account handlers nationwide.
Sale of Reef Television to Ten Alps Logo
Media Advisory Sale of Reef Television to Ten Alps Lead Adviser
June 2015

We are delighted to have advised on the planned acquisition of Reef Television by UK media business, Ten Alps Plc.

Reef Television is one of the UK’s leading producers of factual television, including long-running series such as “Put Your Money Where Your Mouth Is” (BBC One) and “Selling Houses with Amanda Lamb” (More 4). AIM-listed Ten Alps’ operations cover television programming, business publishing and digital content production.

Moore Kingston Smith Corporate Finance acted as lead financial and tax advisers to the shareholders of Reef Television and provided transaction and accounting support services to the finance team, enabling this deal to be completed against very tight deadlines.

Richard Farmbrough, Chief Executive of Reef Television says, “Nicola Horton and her team at Moore Kingston Smith have proved themselves to be terrific partners in this acquisition process, providing cool-headed advice at every stage, managing the expectations of all parties and showing superhuman levels of patience.”
Sale of Vivid Brand Communications to Publicis Groupe Logo
Marketing services Advisory Sale of Vivid Brand Communications to Publicis Groupe Lead Adviser
May 2015

Moore Kingston Smith Corporate Finance has advised on the sale of shopper marketing agency, Vivid Brand Communications, to international marcoms network Publicis Worldwide.

Founded in 1991 and headquartered in London, Vivid specialises in shopper research, strategic planning, visual identity systems, in-store communications, digital shopper marketing and packaging design. The firm uses insight into brands and consumer behaviour to create retail experiences that drive purchases and build long-term loyalty. Vivid’s clients include Nestlé, Coca Cola, Pernod Ricard, Beiersdorf, Johnson & Johnson, Henkel, SAB Miller and Diageo.

Vivid will be joining the Publicis UK network, which also includes Publicis London, POKE, Publicis Chemistry and Publicis Blueprint. The acquisition is expected to strengthen Publicis’s service offering to clients, with the opportunity to embed Vivid’s shopper methodology across the entire network.

Moore Kingston Smith Corporate Finance acted as lead financial and tax adviser to the members of Vivid Brand Communications LLP.

Commenting on the transaction, Andy Scott, Vivid’s founder and CEO, said: “This partnership will create more opportunities to deliver world-class shopper strategy and campaigns for our clients globally.”

Andy then went on to say: “Vivid would like to extend our thanks to Moore Kingston Smith Corporate Finance for their support during the acquisition of our company by Publicis UK. It could have been a very complicated and difficult process for us but the Kingston Smith team were always readily available to offer easy to understand guidance that enabled us to make important decisions with confidence. We felt completely at ease during the acquisition process, as the advice received was always thorough and detailed, particularly around the structure of the sale and the tax implications. We appreciate the dedication they have always exemplified and our level of satisfaction couldn’t be any higher.”
Sale of WRN Broadcast to Babcock International Group Logo
Media Advisory Sale of WRN Broadcast to Babcock International Group Lead Adviser
February 2015

Moore Kingston Smith Corporate Finance advised on the sale of global media management and distribution provider, WRN Broadcast Limited, to Babcock International Group plc.

Headquartered in London, WRNB offers innovative broadcast solutions that deliver television and radio content to any platform or device anywhere around the world.

WRNB will join Babcock’s Media Services business. The acquisition strengthens Babcock’s service offering to customers, and the wider market, by combining the two companies’ engineering and operations expertise and extending Babcock’s range of services and broadcast solutions. Moore Kingston Smith Corporate Finance acted as lead financial and tax adviser to the shareholders of WRNB and provided transaction and support services to the WRNB executive management team.

Commenting on the transaction, Tim Ashburner, WRNB’s former Chairman, said: “We have been working closely with Babcock for many years since the days of the original BBC Control Room. Babcock’s size and diversity and WRNB’s innovation and knowledge will provide a formidable product offering and service to the industry. We are delighted to have made this happen.”

Tim then went on to say: “When the process of selling the business began, Moore Kingston Smith’s attention to detail and personal guidance to the shareholders made the process understandable and as painless as possible. We doubt that without their help we would have come through relatively unscathed.”
Advised Mobeus Equity Partners on MBO of Media Business Insight Logo
Publishing Valuations Advised Mobeus Equity Partners on MBO of Media Business Insight Valuation
February 2015

Moore Kingston Smith Corporate Finance advised Mobeus Equity Partners on the management buyout of Media Business Insight Limited, the UK’s leading publishing and events business focused on the creative industries: advertising, TV production and film.

Media Business Insight, which employs more than seventy staff, and enjoys an annual turnover of £11m, has four product lines: Broadcast, the principal publication for those working in the UK broadcasting industry; Screen International, the leading film industry resource that covers the international film markets; Shots, the industry benchmark for internationally leading commercials, and Alf, which is the UK's principal marketing and advertising intelligence tool.

Mobeus Equity Partners is a leading UK VCT Manager with £230m funds under management and is an active investor in privately-owned UK SMEs. Moore Kingston Smith Corporate Finance gave valuation advice to Mobeus Equity Partners who provided a combined debt and equity package to support the transaction.

Chris Price, Investment Director at Mobeus Equity Partners, said: “Nicola Horton and her team provided us with valuation advice on our investment in to Media Business Insight. Nicola mobilised quickly and with her in depth knowledge of the sector was able to provide us with detailed analysis against a tight timeframe. This is the third time we have worked with Nicola in the publishing sector and we value her knowledge and insight in our decision making process.”
Due Diligence, tax planning & technical accounting Merger of Adam and Eve with DDB Logo
Marketing services Reporting accountants Due Diligence, tax planning & technical accounting Merger of Adam and Eve with DDB Reporting Accountants
Sale of majority stake in Albion Brand Communications to KBS, a MDC Partners Inc. company Logo
Marketing services Advisory Sale of majority stake in Albion Brand Communications to KBS, a MDC Partners Inc. company Lead Adviser
August 2014

We are delighted to have advised on the sale of a majority stake in Albion Brand Communication Limited to KBS (kirshenbaum bond senecal + partners), part of NASDAQ-quoted MDC Partners Inc.

Founded in 2002, Albion is a creative business partner to Europe’s most renowned entrepreneurs, startups and corporations, with a reputation for inventing and reinventing businesses to unlock growth. The agency offers a modern approach to a broad range of marketing services including advertising, branding, PR, data-led marketing, and product design.

KBS, a MDC Partners agency, has offices in New York, Los Angeles, Toronto and Montreal. The partnership with Albion adds a 100-person office in London to lead the group’s activity in Europe. Albion and KBS have been working together informally in recent months, and the agencies are currently collaborating on a number of new business and organic growth opportunities in North America, Europe and China.

Moore Kingston Smith Corporate Finance acted as lead financial and tax adviser to the shareholders of Albion and provided transaction and accounting support services to the Albion finance team, enabling the cross-border deal to be completed within a very short timeframe.

Craig Wildman, Albion’s Finance Director and Albion shareholder said: “The Moore Kingston Smith Corporate Finance team was the perfect partner for Albion in this transaction. They were with us every step of the way, and we wouldn’t have had such a smooth process and fantastic result without their valuable advice and assistance.”
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October 2014

Moore Kingston Smith Corporate Finance advises on the sale of Lexington Catering Limited to Elior

Having worked with Lexington for many years providing strategic advice and support to their growth strategy, we are pleased to announce that Moore Kingston Smith have advised the stakeholders of Lexington Catering Limited on their sale to the Elior Group.

Founded in 2002, Lexington has grown to revenue of more than £30 million. Its 650 employees provide catering services to prestigious City clients such as the London Business School, the Royal Bank of Canada, Savills and Rothschild.

Founded in 1991, Elior Group is one of the world’s leading operators in the contracted food and support services industry; generating revenue of €5,016.9 million in FY 2012-2013 through 17,500 restaurants and points of sale in 13 countries.

Tim West, Chairman of Lexington commented “Marc and Matt have started working with us soon after we started our business; providing advice and ultimately preparing our business for sale as well as supporting us all the way through the sales process. Moore Kingston Smith has been instrumental in ensuring that we exited at the desired value in our preferred timeframe. They also ensured that the buyer fully understood the value of our business from the outset and provided strategic advice throughout the process. We were confident that the Corporate Finance team had our best interest in mind due to the longstanding relationship we developed.”

Marc Fecher, Partner at Moore Kingston Smith, noted “We are delighted that we could support the Lexington Catering team in this strategic and exciting transaction. We have been advising Tim and Mike for many years and are very familiar with their business. We are thrilled that Lexington will continue to thrive under the new ownership.”

The transaction was led by Marc Meadows and Matt Meadows, partners of Moore Kingston Smith Corporate Finance.
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