Our corporate team continues to have a strong focus on the private sector - maintaining and consolidating our position as a market leading provider of corporate services. We work with clients from various sectors including: retail, technology, financial services, insurance, food & drink and manufacturing. https://www.brownejacobson.com/sectors-and-services/services/corporate-and-commercial/corporate-finance

1. Browne Jacobson's
corporate finance team
2015/16

2. Committed to the
Plain English Campaign

3. Browne Jacobson’s corporate finance team 2015/16 | Contents page | 3
In brief 4
Our key stats
Transaction highlights
In focus
About Browne Jacobson
Meet the team
6
8
10
20
22
contents
What our clients say... 18
Investor in Customers (IIC)
They are fully deserving of our top
award as they consistently demonstrate
the highest levels of client experience
and achieved high scores against all the
criteria we measure.
“
”

4. Browne Jacobson’s corporate finance team 2015/16 | In brief page | 4
This has been a fantastic year for our team, a year in
which we have completed over £1 billion of transactions,
grown our offering in both Birmingham and London and
moved to new London premises.
In 2015 we saw increased investor appetite for both
private equity backed and equity market funded
acquisitions, resulting in higher transaction volumes
across the team. We also witnessed an increase in
clients considering alternative forms of funding, such as
financial promotions and for smaller investments, crowd
funding.
We all know 2016 is likely to be a more turbulent year.
So far, we have seen wild swings in the equity markets,
collapsing commodity prices and the growing probability
of a hard landing for the Chinese economy. Uncertainty
will continue to be a feature of 2016 with the real
possibility of a Brexit on the horizon.
On a more positive note, the desire to grow remains
strong across our client base. Relentless innovation in
the technologies sector is very much set to continue,
with corporates large and small looking to leverage
new technologies to increase efficiencies, increase data
security and stay one step ahead of market disruption.
Empowered by devolution, the Midlands market is well
placed to take advantage of new markets and will
continue to be a draw for business and innovation.
Our continuous commitment to the Midlands market
is endorsed by our ranking as the second most active
legal firm in the Midlands by Experian. Meanwhile, our
national footprint and London presence continues to
grow and attract an impressive and loyal private sector
client base from across the UK and overseas.
We look forward to working with all our clients to
complete their transactions in 2016.
in brief
Our corporate team continues to have a strong focus on the private sector - maintaining and
consolidating our position as a market leading provider of corporate services. We work with
clients from various sectors including: retail, technology, financial services, insurance, food
& drink and manufacturing.
Gavin Cummings
Partner and Head of Business Services
+ 44 (0)115 976 6157
gavin.cummings@brownejacobson.com
we continue to attract an impressive
and loyal private sector client base

5. Browne Jacobson LLP provides an ‘impeccable’
service; it remains a key name for health and
retail clients, and has noted an increase in
instructions on private equity matters.
Legal 500 2015
“
”

6. page | 6Browne Jacobson’s corporate finance team 2015/16 | Our key stats
our key stats
Transaction volumes
Transaction sizes
.........................................................................................................................................................................................
.........................................................................................................................................................................................
58+25+10+7+
58% of transactions were between £1m - £10m
25% of transactions were between £10m - £25m
10% of transactions were between £50m - £100m
7% of transactions were over £100m
32+26+24+11+7A
32% were for corporate acquirers
26% were private equity/development capital
24% were disposals
11% were restructurings
7% were equity market fundraisings

7. page | 7Browne Jacobson’s corporate finance team 2015/16 | Our key stats
• Acquisitions and disposals
• Corporate restructuring and
reorganisations
• Cross border mergers and
restructuring
• Development capital transactions
• Funds formation
• Management buy-outs and
buy-ins
• Mergers
• Partnerships and LLPs
• Preliminary strategic advice
• Private equity transactions
• Public company law
• Transactional due diligence
• Company administration and
secretarial services
What we offer
They have a high level of client
care in their culture and they
are very user friendly.
“
”
Chambers & Partners 2016
Acquisitions and disposals
Strategic advice
Private equity

8. Browne Jacobson’s corporate finance team 2015/16 | Transaction highlights page | 8
International
£105m sale of Insure the Box to Aioi Dissay Dowa
We have acted for the Insure the Box group, the UK’s leading telematics based motor insurance
company for a number of years and have dealt with a wide range of issues, including a number
of fundraisings as well as a wide range of general contractual matters.
In this transaction we were retained by the founders and other management shareholders to
advise them on the sale of part of their shareholding in the Gibraltar domiciled parent company,
to Aioi Nissay Dowa Insurance Company of Europe Limited, the UK subsidiary of a major
Japanese insurance company.
M&A
$482m sale of Cromwell Tools, the UK’s largest independent MRO to a US listed buyer
We acted for the founder of Cromwell Group (Holdings) Limited on the sale to a U.S. listed
company and leading broad line distributor of maintenance, repair and operating (MRO)
products for £310m. Cromwell is the largest independent MRO distributor in the UK and
sales for the fiscal year ending 31 August was forecasted at approximately £283m. Cromwell
operated in 12 overseas markets and this transaction required input from a broad range of
specialists. The transaction demonstrates our strength and breadth of experience in both
regional and international markets.
transaction highlights
We know that no two transactions and no two clients are the same. By combining specialist
corporate advice, sector experience and secondment experience, we make life easier for our
clients during and after their transaction – delivering exceptional client service, every time.
Take a look at the recent high quality deals that the team has advised on...

9. Browne Jacobson’s corporate finance team 2015/16 | Transaction highlights page | 9
Private equity
£241m acquisition of Gala Bingo Holdings Limited by Caledonia Investments plc
We advised the management team of Gala Bingo in relation to the £241m acquisition of
the Gala Bingo business by Caledonia Investments plc from Gala Coral Group. In addition
to the £92.3m investment made by Caledonia, the transaction was also supported by a
£155m senior debt facility provided by Intermediate Capital Group. The transaction drew
upon our significant expertise in acting on private equity transactions and involved a
tight timetable alongside the complexity of addressing the legal issues around the period
between exchange and completion.
Public companies and equity markets
£7.3m acquisiton of Select Pharma Laboratories by Source BioScience
plc
This acquisition required funds to be raised on the main market and the acquisition
was a class 1 transaction for our client. We advised on the consequential impact of
class 1 approval and on the transaction timetable, minimising the overall impact on
the timetable on the sellers by working with the broker to finalise the class 1 circular
and working with the sellers’ lawyers to agree the mechanics of the share purchase
agreement.
Development capital
Investment in Shepherd Direct Limited
We acted on the acquisition by property services group the SDL Group (formerly
Shepherd Direct) of CPBigwood Group, the Birmingham based property and auction
business. Browne Jacobson has acted for the SDL Group, which specialises in lettings,
property surveying and mortgage broking services, on multiple acquisitions prior to
this. The CPBigwood Group acquisition was a complex transaction involving multiple
stakeholders and included investment from its current private investor portfolio,
additional development capital funding through Business Growth Fund (which invested
in the SDL Group in early 2015) and bank funding through Yorkshire Bank. The team
successfully completed the acquisition of this complex target group structure in
extremely challenging timescales.

10. Browne Jacobson’s corporate finance team 2015/16 | In focus page | 10
We combine sector experience and specialist corporate services to meet the needs of our
clients. In addition to our strong private equity practice, we advise on public company
M&A and strategic international acquisitions using our network of overseas advisers. We
also advise on funds formation and mergers under The Companies (Cross-Border Mergers)
Regulations 2007. Our capacity to advise across a range of corporate services and sectors
ensures we offer the right advice to our domestic and international clients - whether they
are fundraising, undertaking a strategic acquisition or re-organising their group.
in focus
technology
& life
sciences
retail
finance
and
insurance
public
companies
and equity
markets
international
healthcare
public
sector
Source BioScience plc
We need advisers who understand transactions and the
regulatory framework we operate under as a listed
company. Browne Jacobson has a very strong corporate
team who have consistently provided us with responsive,
knowledgeable advice on both debt and equity
fundraisings and acquisitions. It’s a relationship we value.
“
”

11. Browne Jacobson’s corporate finance team 2015/16 | In focus page | 11
We have delivered these deals across a broad range of sectors, with large numbers coming
from our key areas of focus:
17 16 8 7 7 4 13
Technologiesandlifesciences
Retail,leisureandlogistics
Food&drink
Healthcare
Manufacturing
Financialservices
Other
We have established a genuine reputation as experts in our chosen sectors. This proved to
be a resilient business model during the recession and is now providing us with an excellent
foundation and platform for the next stage of our growth. Clients value this expertise, which
brings a quality of advice and service to their business, and we have attracted and secured
strategic recruits as a result of this focus.

12. Browne Jacobson’s corporate finance team 2015/16 | In focus page | 12
Technology
This year we have seen our technology practice
grow in terms of the number of clients, people and
the breadth of work, with particular growth being
achieved through the expansion of our London
office.
£5million
£confidential
£8.2million
Peppermint Technology
Acted for certain management on the MBO of Peppermint
Technology Limited funded by Scottish Equity Partners.
KeTech
Acted for shareholders and management on the MBO of KeTech
Group Limited funded by YFM Equity Partners.
FLYdocs
Acted for management of FLYdocs Systems Limited on an
investment by Growth Capital Partners.

13. Browne Jacobson’s corporate finance team 2015/16 | In focus page | 13
Health
2015 was an exceptional year for our health
team. We continue to act both regionally
and nationally for the NHS and independent
healthcare providers, with revenue rising by
over 25% across the board.
£confidential
£confidential
£20million
Raphael Healthcare
Advised specialist healthcare provider, Raphael Healthcare on a
£20 million funding package from HSBC.
PCT Healthcare
Acted for PCT Healthcare Limited on its acquisition of Medex
Health Limited from ABC Drug Stores Limited.
Doncaster Metropolitan Borough Council
Acted for the council in respect of the disposal of a portfolio of
care homes to Runwood Homes Ltd.

14. Browne Jacobson’s corporate finance team 2015/16 | In focus page | 14
International
A significant proportion of our transactions (33%) are international. Our London
office continues to act as a springboard for our international practice and we
have completed several complex multi-jurisdictional deals this year.
£105million
£confidential
£310million
Cromwell Tools
Acted for the founder on the sale of Cromwell Tools, the UK’s largest independent MRO distributor to a
U.S. listed acquirer.
Insure the Box
Acted for the founders of Insure the Box in respect of the sale to Aioi Nissay Dowa Insurance Company.
Dalet S.A
Acted for Dalet S.A on its acquisition of the entire issued share capital of Amberfin Limited.

15. Le Bistrot Pierre
Acted for the founders of Le Bistrot Pierre in respect of the £9.8m equity investment in the restaurant
chain by Livingbridge.
Mackintosh Retail Group
Acted for Mackintosh Retail Group on the sale of Brantano and Jones Bootmaker to Alteri.
Retail
£confidential
£confidential
£9.8million
Le Bistrot Pierre
Acted for the founders of Le Bistrot Pierre in respect of the £9.8m equity investment in the restaurant
chain by Livingbridge.
Mackintosh Retail Group
Acted for Mackintosh Retail Group on the sale of Brantano and Jones Bootmaker to Alteri.
Lloyds
Acted for Lloyds Bank plc on its bilateral lend to Marston’s plc.
Retail
We have long and succesful relationships with high end luxury and fashion
clients and high street retailers such as Alliance Boots, Cash Generator and
Paperchase. We continue to be a firm of choice for corporate transactions in
the retail sector.
£confidential
£confidential
£9.8million
Browne Jacobson’s corporate finance team 2015/16 | In focus page | 15

16. London Borough of Hounslow
Advising the London Borough of Hounslow on a ground-breaking public/private joint venture procured via
a competitive dialogue procedure for the delivery of school catering services, including preparation of
all constitutional documentation, advice on structure, incorporation and negotiation of the documents
throughout the procurement process.
Plymouth City Council
Advising Plymouth City Council on the creation of a cooperative joint venture trading company with over
60 schools, preparing and advising on joint venture structures, the co-operative principals, the terms of
school membership and the applicability of the Teckal procurement exemption.
Public sector
Despite the fiscal reduction measures which continue to affect our clients, our
public sector practice has continued to grow by over 25% year on year. We act
for over 150 local authorities and more than 15 central government bodies and
have a strong reputation for advising local and central government.
continued to grow 25%
year on year
Browne Jacobson’s corporate finance team 2015/16 | In focus page | 16

17. Source BioScience
Acting for Source BioScience plc on its class 1 acquisition of Select Pharma Laboratories Ltd and £4.4m
Main Market equity fundraising.
Belvoir Lettings
Acted for Belvoir Lettings plc on its acquisition of Newton Fallowell Limited and £4.2m equity fundraising
on AIM.
Public companies and equity markets
Our public companies and equity markets team has extensive experience in
advising unlisted, AIM and Main Market public companies. This year has seen an
increase in the number of equity market transactions. In August we advised on
back-to-back AIM fundraisings.
£6.2million
£8million
Belvoir Lettings
Acted for Belvoir Lettings plc on its acquisition of Goodchilds Estate Agents and Lettings Limited and
£3.26m equity fundraising on AIM.
£3.2million
Browne Jacobson’s corporate finance team 2015/16 | In focus page | 17

18. what our clients say...
Karen Roberts, Baxi Group
“Great service and lovely people.
Never made to feel that I should
know something when I don’t.”
Browne Jacobson’s corporate finance team 2015/16 | What our clients say... page | 18
Dr Nick Ash, Source Bioscience plc
“Browne Jacobson has a very strong
corporate team who have consistently
provided us with responsive and
knowledgeable advice on both debt and
equity fundraisings and acquisitions. Its a
relationship we value.”
Joules Limited
“We have worked with Browne Jacobson for
a number of years and have always found its
lawyers to be very responsive, with a good
understanding of our business and the retail
sector. The teams we work with consistently
deliver practical and commercial advice that
is relevant to our needs.”
Adrian Ryan, Flydocs Systems
“This was a very important investment for the
growth of our business and the Browne Jacobson
team understood that, supporting us throughout
with impressive drive and energy as well as
great advice. We use them across our business
and would highly recommend them.”

19. They are very engaged in getting a
good conclusion for their client. They
think clearly and waste no time.
Chambers & Partners 2016
“
”

20. 10 corporate partners
25 corporate team members
meet the team
Roger Birchall
Partner
+44 (0)121 237 3931
roger.birchall@brownejacobson.com
Mike Jackson
Partner
+44 (0)121 237 4582
mike.jackson@brownejacobson.com
Richard Cox
Partner
+44 (0)115 976 6135
richard.cox@brownejacobson.com
Mark Hughes
Partner
+44 (0)115 976 6216
mark.hughes@brownejacobson.com
Kevin Jones
Partner
+44 (0)121 237 4591
kevin.jones@brownejacobson.com
Browne Jacobson’s corporate finance team 2015/16 | Meet the team page | 20
Clare Auty
Partner
+44 (0)121 237 3943
clare.auty@brownejacobson.com
Nigel Blackwell
Partner
+44 (0)115 976 6210
nigel.blackwell@brownejacobson.com
Gavin Cummings
Partner
+44 (0)115 976 6157
gavin.cummings@brownejacobson.com

21. Oliver Pritchard
Partner
+44 (0)115 976 6292
oliver.pritchard@brownejacobson.com
Dominique Tai
Associate
+44 (0)20 7337 1007
dominique.tai@brownejacobson.com
Vicky Gaskell
Associate
+44 (0)115 976 6585
vicky.gaskell@brownejacobson.com
Paul McCannah
Associate
+44 (0)115 908 4816
paul.mccannah@brownejacobson.com
Helen Morgan
Solicitor
+44 (0)115 976 6507
helen.morgan@brownejacobson.com
Leanne Wareham
Associate
+44 (0)115 976 6020
leanne.wareham@brownejacobson.com
Browne Jacobson’s corporate finance team 2015/16 | Meet the team page | 21
Valued for their excellent advice,
which is delivered in a clear and
refreshingly commercial manner.
Legeal 500 2015
“
”
They have a high level of client
care in their culture and they
are very user friendly.
Chambers & Partners 2016
“
”
Paul Krivosic
Solicitor
+44 (0)121 237 3967
paul.krivosic@brownejacobson.com
Richard Medd
Partner
+44 (0)115 976 6256
richard.medd@brownejacobson.com

22. Browne Jacobson’s corporate finance team 2015/16 | About Browne Jacobson page | 22
We are a national firm with a track record of delivering solutions to our national
and international client base. We have experience across a wide variety of
sectors and a client portfolio to be proud of - including blue chip corporates,
major insurers and public sector organisations. We have a national reach from
our offices in Birmingham, Exeter, London, Manchester and Nottingham.
one stop shop...
• Banking & finance
• Advertising
& business
regulation
• Business recovery
• Commercial
contracts
• Commercial
litigation
• Competition
• Construction
• Corporate law &
governance
• Data protection
• Employment
• Health & safety
• Intellectual
property
• Information
technology
• Licensing
• Planning
• Procurement
• Property
• Tax
• Over 800 staff, including 400+ lawyers and over 100 partners.
• High level of employee retention - recognised as on of the top 10 law firms to train with in the UK by
LEX.
• Lexcel and ISO 27001:2013 accredited - commitment to the highest management, customer care and
information security standards.
• International - as the founding member of
PANGEA NET, a non exclusive network to full
service law firms with an international focus,
we are well placed to provide high quality legal
services to our international clients
(www.pangea-net.org).
• Committed to delivering excellent client
service as reflected by receiving the maximum
three star exceptional rating Investors in
Customers (IIC) accreditation and recent award
for Excellence in Client Service at the 2014 Law
Society Excellence Awards.
about Browne Jacobson

23. © Browne Jacobson LLP 2016 - The information contained within this document is and shall remain the property of
Browne Jacobson. This document may not be reproduced without the prior consent of Browne Jacobson.

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