1. Project Marylebone I April 2016
© 2016 Grant Thornton UK LLP. All rights reserved. 1
Case study – Project Marylebone – The acquisition of
Brighton Pier by Eclectic Bar Group plc
Eclectic Bar Group plc
Eclectic Bar Group plc ("Eclectic" to be renamed The
Brighton Pier Group plc) was created in 2006 following
the acquisition of 12 leasehold premium bars and was
admitted to trading on AIM in 2013. At that time, the
Existing Group had built up its portfolio of premium
bars to 20 sites across the UK, and had developed two
major brands, ‘Sakura’ and ‘Lola Lo’, across ten such
sites. Eclectic's venues predominantly target a customer
base of sophisticated students midweek and over-21s and
young professionals at weekends. Eclectic operates three
bars in Brighton. Serial entrepreneur Luke Johnson is a
major shareholder and Chairman. Eclectic acquired
Brighton Pier for £18 million funded by a £12 million
bank loan and a placing of £8.5million (before
expenses).
Meeting the challenge
Grant Thornton provided financial and tax due diligence
services to Eclectic. The Acquisition constituted a reverse
takeover under the AIM Rules for Companies which
required shareholder approval, an AIM readmission
document and all the requirements of an AIM admission
(long form report, working capital report, accountants'
report on historical financial information etc) alongside
traditional due diligence.
The timetable was tight and dependent on agreeing
commercial terms with the vendor, securing bank
financing in addition to the usual requirements for an
AIM (re)admission.
"The Grant Thornton Transaction
Advisory Services team provided an
excellent service throughout the transaction
and were consistently up to speed and
flexible to changes in the deal structure.
Their experience of reverse takeovers
satisfied both our commercial requirements
as the purchaser and the regulatory and
compliance needs of the AIM nominated
adviser. We have appointed Grant
Thornton as auditors and tax advisers for
the Enlarged Group which we would not
have done had their service on Project
Marylebone been anything less than
excellent."
Luke Johnson, Chairman, Eclectic Bar
Group plc
Brighton Pier
The Brighton Marine Palace and Pier Company owns
and operates Brighton Pier, (the "Pier") an iconic
landmark and leisure attraction in Brighton, England.
Originally named The Brighton Marine Palace & Pier
offers a wide variety of seaside entertainment including
amusement rides, arcades, bars, a restaurant and food
and retail kiosks.
Brighton Pier has been owned by the Noble Group
since 1984.
Delivering value
A key factor to establish early on was the underlying
earnings of the Pier on a stand alone basis and taking
into account exceptional capex. Other key areas with a
commercial impact included normalised working capital,
capex price adjustments, warranties and indemnities.
These key areas were addressed in an initial findings
report very early on in the process which was
subsequently wrapped into the long form report. The
bank funding and assumed fundraising was moving and
so a pragmatic executive summary update approach was
taken to the working capital report.