2019 Deal Advisory Highlights

1. MAZARSDEALADVISORY
2019Highlights

2. 2
Welcometoour2019dealreview!
2019 was a very active year for our Mazars
Deal Advisory team – this document showcases
a selection of the transactions that we advised on.

3. 1
Reflecting on 2019, there were some key themes that influenced our
transactional activity over the year:
— Strong interest from corporate acquirers and consolidators
The appetite for M&A activity amongst large and mid-size corporates was strong, particularly
amongst those backed by private equity and/or sector consolidators. Pricing was firm and
in many cases, transactions were off-market with attractive pricing a lure to owner manager
sellers.
— Private equity market continues to be competitive
The private equity market continues to be awash with cash to spend, but with the majority of
equity houses seeking out the plum assets only. Naturally this impacts pricing, with the high
availability of cash chasing prices of the best businesses upwards. This has created twin track
pricing with a substantial value gap seen between these businesses and those that are less
than perfect.
— Financial services sector activity remains buoyant
The financial services sector has always been a jewel in the UK’s crown. We saw a robust level
of M&A activity in the sector in 2019, in terms of both transaction volumes and deal pricing.
Despite a highly uncertain 2019 politically, M&A activity was strong. With the political situation
becoming clearer and the potential for a “Boris bounce”, we expect investment and M&A in the UK
to increase in 2020 and our transaction pipeline supports this expectation. We have invested in our
UK & International M&A and DD teams to support this.
Oliver Hoffman
Head of Mergers & Acquisitions (M&A)
Greg Hall
Head of Due Diligence (DD)

4. 2
Mazars Deal Advisory advised Join the Dots on their sale
to InSites Consulting
InSites Consulting, headquartered in Belgium and one of the world’s most
innovative insight agencies, acquired online insight community innovator
Join the Dots.
“Join the Dots has embraced growth and continued its international expansion since
Mazars advised on the MBO back in 2017. The transaction with Insites Consulting will
enable the combined group to provide a truly global solution for its enviable client base.
It has been a pleasure to work with the Join the Dots team again and we look forward
to seeing what the next instalment in their story holds.”
David Hilton, Partner – Mazars Deal Advisory
“ The Mazars team provided invaluable advice throughout this transaction following
on from the MBO. We are very excited about joining forces with InSites Consulting and
expecting to benefit from a more global dimension, not only gaining access to the InSites
Consulting Global Community Moderator Network, but also being able to service our
existing clients better. We are looking forward to an exciting journey together, combining
our complementary strengths to shape the future of the industry.”
Quentin Ashby, CEO – Join the Dots
Mazars Deal Advisory advised Boston Multi Family Office on the
management buyout backed by Rockpool Investments
Formed in 2002 as a single family office, Boston has grown into a commercial
multi-family office trust and company service provider across a number of
jurisdictions.
Rockpool Investments has backed the management buyout and will enable
the team to focus on organic growth as well as strategic acquisitions for
broader jurisdictional reach.
“ Working with Katherine, Alex and the team was an absolute pleasure. Combining our
deep sector knowledge of the trust and corporate services industry with our broad and
strong relationships with the London Private Equity community, we were able to find
the right partner for Boston in an extremely tight timeframe.
The investment from Rockpool will enable Boston to continue their success as an
entrepreneurial, independent, owner managed business.”
Paul Joyce, Partner – Mazars Deal Advisory
“ The support and guidance from the whole team at Mazars was pivotal to constructing
and concluding the deal. Paul and Fred introduced us to our new partners at Rockpool
and advised management throughout the process.
The market knowledge and transaction experience of the Mazars team was exceptional,
and it was a pleasure to deal with such a professional and personable team. I look
forward to continuing to work with them as we enter this exciting new chapter in the
Boston story.” Katherine Ellis, CEO – Boston Multi Family Office
Selectionof2019MazarsDealAdvisorytransactions

5. 3
Mazars Deal Advisory advised DK Group on investment in GE Doors
DK Group (‘DK’) has activities across a range of industrial sectors. In recent
years it has continued to develop its portfolio of activities through acquisitions.
Its aim is to create a group of entrepreneurial, empowered businesses that
operate independently within a strong corporate governance framework.
Mazars supported DK with its acquisition of a 75% stake in GE Doors (‘GE’);
the remaining 25% will be acquired over the next four years.
Based in Maesteg, South Wales, GE is a leading player in the manufacture of
commercial doorsets with a rapidly growing in house ironmongery operation.
It operates across a broad range of sectors, including health, education, mental
health, commercial and residential, primarily across Wales, the South West and
the Midlands.
“ Working with DK Group to achieve its growth ambitions was very satisfying. We know
DK is keen to support the opportunities GE has to continue its growth in the UK specialist
doors market and we look forward to seeing GE’s successful integration within the wider
DK Group.”
David Preston, Partner – Mazars Deal Advisory
“ Acquiring GE Doors is an important component of delivering our growth strategy and
we’re excited to have it part of DK Group. Mazars provided excellent support throughout,
quickly identifying areas of concern and working with us to address areas of risk.
We enjoyed their approachability and collaborative approach.”
Kevin Higginson, CEO – DK Group
Mazars Deal Advisory advised the vendors on the sale of Assured Fire
Security Limited to Churches Fire Limited
Assured Fire Security Limited (‘Assured’) provides installation and
maintenance services of fire and security products across a broad range
of sectors including retail, hospitality leisure and commercial. Assured has
turnover of over £10m and employs more than 100 people across the UK.
Churches Fire Limited (‘Churches’) is a fire maintenance provider based in the
South of England and is back by the mid-market Private Equity house, Horizon
Capital. The transaction is a strategic acquisition for industry consolidator
Churches that allows them to expand its service offering into security as well
as expanding their presence in the North of England.
“ This has been a great deal to work on and we are delighted to achieve a successful
outcome for the shareholders of Assured. It is clear to see the benefits that this
acquisition will provide both companies, with this being a strategic acquisition for
Churches. With a number of well-funded industry consolidators, it is encouraging to see
the level of activity in this sector and investment is only likely to increase in the wider
facilities maintenance space.”
Alex Baskeyfield, Partner – Mazars Deal Advisory
“ I highly recommend Mazars. They knew the market, created a lot of interested buyers
and worked closely with the business and the management team to deliver a successful
transaction. The business is a great fit for Churches and will continue to grow by working
with great customers.”
Simon Stokes, Founder – Assured Fire and Security
Selectionof2019MazarsDealAdvisorytransactions(continued)

6. 4
Mazars Deal Advisory assisted SOCOTEC Group with its continued
UK expansion
Mazars Deal Advisory provided financial and tax due diligence to Socotec
UK in relation to the acquisition of Butler Young (“BY”).
SOCOTEC Group is a leading global player in testing, inspection and
certification services, it operates in 23 countries on five continents.
BY provides a wide range of building control compliance services improving
standards of health, safety and sustainability across the built environment.
Mazars Deal Advisory has also provided due diligence services to the
SOCOTEC Group on a number of acquisitions worldwide.
“ We have worked with the team at Socotec on a number of acquisitions in recent years
as they have continued to follow an impressive growth plan both in the UK and
worldwide. This has resulted in a strong and close relationship being developed
between the Mazars and Socotec acquisition teams and we look forward to continuing
to support the business as it continues to grow going forward.”
Chris Jackson, Director – Mazars
“ This acquisition is completely in phase with our aim to become a global leader in TIC in
the construction and infrastructure sectors. It will reinforce our SOCOTEC UK subsidiary
by adding expertise in building control and fire consultancy. With Butler Young Group,
which truly fits into the SOCOTEC Group, our UK platform now has a local flagship in
building control and fire consultancy that will enable it to take a position as a fully-
fledged TIC1 player in construction and infrastructure.”
Hervé Montjotin, Group CEO – SOCOTEC
Mazars Deal Advisory advised the vendors on the sale of Credit Style
Limited to Bristow Sutor Limited
Credit Style is a provider of debt collection, litigation and counselling services
to a portfolio of household brand names and blue chip clients.
Bristow Sutor (‘BS’), is a Redditch-based debt collection business focussed
primarily on commercial and local authority debts.
The acquisition of Credit Style broadens BS’s services into wider debt
recovery including in-house legal services and pre-legal collection services.
“This has been an excellent deal to be involved in and we are pleased to have achieved a
successful outcome for the shareholders of Credit Style, a longstanding client of the firm.
We wish the management team well in achieving their vision for the combined group.”
Oliver Hoffman, Head of MA – Mazars Deal Advisory
“ Mazars Deal Advisory was instrumental in delivering a successful outcome for us,
including a focus on the detail and key terms at the outset. They were highly responsive
throughout and managed us through a complicated process with a commercial approach
to advice to ensure the deal completed. Our business is now part of a growing credit
management group which we are excited to see develop even further in the
coming years.”
Richard Martin, Founder Managing Director – Credit Style Limited
Selectionof2019MazarsDealAdvisorytransactions(continued)

7. 5
Mazars Deal Advisory advised the vendors on the sale of Prime
Documents Limited to UnifiedPost Group SA
Prime Documents Limited specialises in printing, postage and digital
transactional document processing and distribution. The current client base
includes pension administration companies, building societies, car leasing
companies and debt management firms.
UnifiedPost is a Belgium-based international provider of technology and
services that enable the optimization of business processes across a variety
of markets and industries.
With this acquisition, Prime Document will now operate under the “Unifiedpost
UK” name, with the Manchester premises becoming Unifiedpost Group’s UK
main office.
“ This has been a great deal to work on and we are delighted to achieve a successful
outcome for the shareholders of the Prime Document. It was a pleasure to work with
the teams from both sides and this is a great opportunity for UnifiedPost Group to
cement its presence in the UK.”
David Hilton, Partner – Mazars Deal Advisory
“Mazars played a pivotal role when we first acquired the Company back in 2016 and also
supported us on our exit. We were extremely pleased with the advice provided by Mazars
and would like to thank the team for their role in delivering both transactions.”
James Rosthorn, Investment Manager – Maven Capital Partners
Mazars advised NCMT Holdings Limited on its refinancing
Founded in 1964, NCMT is a leading provider of high technology engineering
solutions for metal cutting and grinding applications in the UK and across
Europe. The company predominantly operates in the aerospace industry with
a blue-chip customer base including Rolls-Royce and General Electric.
NCMT secured a £15m refinancing package with Santander Corporate and
Commercial providing support to the company’s EBT plans.
“It has been a pleasure to work for such an entrepreneurial and employee-focussed
business as NCMT, that has experienced strong growth in an exciting sector. In a highly
competitive process, Santander were able to demonstrate their ability to offer a flexible
package that worked for the dynamics of the business, and I have no doubt that they and
NCMT will enjoy a close relationship going forward.”
Josh Thornleycroft – Senior Manager, Mazars Deal Advisory
“It has been great to work so closely with Mazars to support the EBT purchase of shares
in NCMT. NCMT has delivered an impressive growth record, is internationally focused and
backed by an excellent management team and we are delighted to have been chosen as
the banking partner by providing a flexible financing package.”
Emily Davis, Associate Director – Santander
Selectionof2019MazarsDealAdvisorytransactions(continued)

8. 6
Mazars advised OSF Commerce on the acquisition of Blueleaf
OSF Commerce, an OSF Global brand, is a leading global commerce solutions
company providing technology, consulting, implementation and online shop
management services to emerging and premier brands, and merchants.
Mazars provided OSF with financial and tax due diligence services in respect
of its acquisition of Blueleaf, their first acquisition in the UK.
Blueleaf is an eCommerce agency providing retailers and brands with
planning, development and support for complex projects built on Salesforce
Commerce Cloud, one of the world’s leading eCommerce solutions. After the
acquisition, Blueleaf has become OSF Commerce UK, giving the Canadian
company an established delivery centre in the UK.
“ It was a pleasure to work with OSF and Blueleaf on this transaction and to support
OSF in making their first acquisition in the UK. The acquisition will help OSF increase
their capacity to deliver complex projects for brands who are driven towards growth
on a global scale.”
Adam Foster, Director – Mazars Deal Advisory
“ We’re satisfied by our experience with Mazars and their insight into our business during
this acquisition. Their professionalism and attention to detail is greatly appreciated.”
Alma Cirikovic, VP of Finance – OSF Commerce
Mazars Deal Advisory advised the vendors of Longley Concrete on the
sale to Ibstock Plc
Longley Concrete was founded in 1947 and offer a diverse range of precast
concrete products including flooring, lift shafts and staircases predominately
in new build houses. A £25m turnover business, it employs over 100 staff
who have all been retained within the business.
Ibstock plc is one of the UK’s leading building products businesses, with
38 sites across the UK. The addition of the Longley creates a leading national
presence in the concrete flooring market, and will enable additional investment
in Longley’s Dewsbury factory, submissions for which have already been
granted planning permission.
“ This is a positive story for Yorkshire manufacturing, creating jobs and positioning the
business for continued growth. This acquisition is underpinned by a strong strategic
rationale, generating clear opportunities for the business around geographic reach,
distribution network and manufacturing capacity. ”
Alex Baskeyfield, Partner – Mazars Deal Advisory
“ Since its founding in 1947, four generations of the Longley family have been responsible
for stewarding the business, and we’re excited for this new chapter in its growth. We’re
looking forward to staying with the business and making the most of the opportunities
that being a part of Ibstock will bring. Our advisers, Mazars were instrumental in
facilitating a smooth transaction, and we welcome this new era with enthusiasm.”
Michael Longley, exiting shareholder – Longley Concrete
Selectionof2019MazarsDealAdvisorytransactions(continued)

9. 7
Mazars Deal Advisory advised the vendors of First Mortgage Direct
on its 80% sale to the Mortgage Advice Bureau.
First Mortgage Direct is one of the UK’s leading omni channel, independent
mortgage brokers, with a particularly strong presence in Scotland, where
the business was originally established over 20 years ago.
Mortgage Advice Bureau (‘MAB’) is an AIM listed mortgage broker. MAB
consider that the acquisition will enable it to further grow its adviser numbers
and market share, in addition to its core growth plans, and will also add
another highly respected and leading mortgage broker to the Group.
“ We were delighted to act for the Shareholders of First Mortgage Direct (FMD) in the sale
to the Mortgage Advice Bureau (MAB). FMD and MAB have ambitious growth plans for the
future and the transaction will help leverage the expertise and scale in both businesses
to accelerate and deliver those plans.”
Kevin Windram, Partner – Mazars Deal Advisory
“ With MAB I feel strongly that we have picked the best strategic partner to enable us
to not only protect what we have built so far, but also help us achieve our big ambitions
over the coming years. Kevin Windram and his deal advisory team were integral to
ensuring a successful deal process and their advice and wise counsel helped the
shareholders achieve their objectives.”
Ian McGrail, Managing Director – First Mortgage Direct
Mazars advised the vendors on the sale of J W Crowther Son
to Ground Control
Founded in 1860 and set to celebrate 160 years in business next year,
J W Crowther Son is a family-run industry leader in road sweeping
services, tippers, plant hire, bulk excavators and tankers.
Ground Control, headquartered in Billericay, Essex, has grown significantly
in recent years as the business has expanded its services and client base.
The strategic acquisition of Crowther’s strengthens Ground Control’s position
as the largest gritting and winter maintenance provider in the UK, with the
addition of over 2,000 customer sites and an extensive network of gritting
depots, providing certainty for customers in a fast moving industry.
“ This is a positive story for a long-established and highly successful Yorkshire business.
This acquisition enables the smooth exit of the existing shareholders and is underpinned
by a clear strategy for Crowther’s in its next phase of growth as part of Ground Control.”
Oliver Hoffman, Head of MA – Mazars Deal Advisory
“ Since taking on the responsibility for stewarding the business in 1997, I have been proud
to watch the business grow, and we’re excited for this new chapter in its growth. We
wanted to find a buyer who understood and respected our business and could continue
to drive it forwards, as well as ensuring our colleagues and customers were left in safe
hands. Ground Control’s focus on the customer, as well as Health and Safety and the
wellbeing of their employees made them the obvious choice. Our advisers, Mazars and
Progeny, were instrumental in guiding and advising us through this process, and we
welcome the new era with enthusiasm.”
Paul Crowther, exiting shareholder – J W Crowther Son
Selectionof2019MazarsDealAdvisorytransactions(continued)

10. 8
Mazars Deal Advisory assists Selecta TMP AG with their ambitious
growth targets
Selecta TMP AG (‘Selecta’) is Europe’s leading route-based unattended
self-service retailer, providing coffee and convenience food solutions in the
workplace and in public spaces. Selecta has more than 9,000 employees in
16 countries and operate c 460,000 points of sale across Europe. Selecta is
backed by KKR, following their acquisition of the majority shareholding from
Allianz Capital Partners in 2015.
Mazars UK has an International Framework Agreement with Selecta to provide
accounting, tax and advisory services, including due diligence services.
During 2019 we have provided financial and tax due diligence services on
20 mid-market acquisitions across the UK, Switzerland, the Netherlands,
Spain, Germany, Belgium, Italy and Norway. These transactions demonstrated
our ability to work on cross border transactions within the mid-market.
Selectionof2019MazarsDealAdvisorytransactions(continued)
Mazars Deal Advisory advised Palatine Private Equity on the
management buyout of SMP Group
SMP Partners, created in 2007, is a leading independent, international trust
corporate services provider. Headquartered in the Isle of Man, the company
now employs over 200 people across seven global offices, which include
Jersey, Switzerland, Malta, Hong Kong, Cayman Islands and the Bahamas.
The management buyout is part of a planned succession process as well
as providing investment for new investment opportunities.
Palatine Private Equity, is a UK mid-market private equity investor with a long
standing track record in the finance and professional services sectors.
“ Palatine’s investment in SMP represents a fantastic deal for both parties. There
continues to be significant growth opportunities in the trust and corporate services
market - SMP are ideally positioned to capitalise on those opportunities and Palatine
are the perfect investor to support them on that journey.
Through our deep sector knowledge we were able to support Palatine throughout the
whole process and to deliver value added insight at critical stages in the transaction.”
Paul Joyce, Partner – Mazars Deal Advisory
“ Mazars provided integral sector expertise throughout the transaction, supporting our
investment thesis with tailored, sector specific insight and advice. Involving Mazars
at an early stage was essential to the overall success of the deal.
Their hands-on approach was also critical in delivering the transaction quickly and
efficiently. We very much look forward to working with Paul, Fred and the Mazars Deal
Advisory team again in the future.”
Andy Strickland, Investment Director – Palatine Private Equity

11. 9
Mazars Deal Advisory assisted Sodexo with the acquisition of the
Good Care Group
Mazars provided financial due diligence to Sodexo in relation to the acquisition
of The Good Care Group from BGF Ventures.
Operating in 72 countries, Sodexo serves 100m consumers each day through
its range of Quality of Life Services including on-site services, benefits and
rewards services and personal and home services. The acquisition enables
Sodexo, present in the UK home care market through Prestige Nursing + Care,
to expand its offer, while meeting the needs and preferences of consumers by
providing high quality live-in care services, with the expertise to tailor the care
for those individuals living with dementia or other specialist conditions.
The Good Care Group is one of the UK's largest live in care providers. Care is
delivered at the home of the consumers and its business philosophy is focused
on its commitment to delivering quality care to those who need assistance to
live independently, are dealing with debilitating or serious health conditions.
“ In the context of UK’s aging population and increasing demand for live-in and other care
at home service, we continue to see deal activity within the care and wider healthcare
sector. We were delighted to work with the team at Sodexo again on this transaction,
and we wish them and The Good Care Group management team every success for the
combined business.”
Chris Hodge, Director – Mazars
“ Both Sodexo and The Good Care Group share a common mission to help our consumers
age in their homes as independently and comfortably as possible. This cultural alignment
is key to Sodexo and it is its core values that makes The Good Care Group such a natural
fit into Sodexo’s Worldwide Home Care business. The Good Care Group has built a very
successful business in the UK, based on delivering high quality live-in care. Together,
we see tremendous opportunity to offer a choice of home care solutions to consumers
with complex care needs.”
Sarosh Mistry, CEO – Sodexo Home Care Worldwide
Selectionof2019MazarsDealAdvisorytransactions(continued)

12. Contactus
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© Mazars 2020 – 01 38030
MERGERSACQUISITIONS
National
OliverHoffman,Partner,HeadofMA
M:+44(0)7710501277
E:oliver.hoffman@mazars.co.uk
LondonSouthEast
PaulJoyce,Partner
M:+44(0)7879472324
E:paul.joyce@mazars.co.uk
SimonFitzsimmons,Director
M:+44(0)7794031134
E:simon.fitzsimmons@mazars.co.uk
NorthWest
DavidHilton,Partner
M:+44(0)7912276983
E:david.hilton@mazars.co.uk
Scotland
KevinWindram,Partner
M:+44(0)7500999202
E:kevin.windram@mazars.co.uk
YorkshireHumber
RobertBurton,Partner
M:+44(0)7939583737
E:robert.burton@mazars.co.uk
AlexBaskeyfield,Partner
M:+44(0)7794031252
E:alex.baskeyfield@mazars.co.uk
DUEDILIGENCE
National
GregHall,Partner,HeadofDD
M:+44(0)7786177161
E:greg.hall@mazars.co.uk
EastMidlands
JulianClough,Partner
M:+44(0)7552002563
E:julian.clough@mazars.co.uk
LondonSouthEast
StephenMiller,Partner
M:+44(0)7881283448
E:stephen.miller@mazars.co.uk
SouthMidlandsEastAnglia
ChrisJackson,Partner
M:+44(0)7775617248
E:chris.jackson@mazars.co.uk
SouthWest
ChrisHodge,Director
M:+44(0)7794031230
E:chris.hodge@mazars.co.uk
WestMidlands
DavidPreston,Partner
M:+44(0)7768774496
E:david.preston@mazars.co.uk