The document provides an annual review from an East Midlands corporate finance firm. It discusses the firm's growth over the past few years and highlights some of its accomplishments in 2015, including advising on over 20 transactions. It summarizes a few transactions the firm completed in 2015, including advising on an MBO of two lift companies. It also notes the return of MBOs as a transaction format in 2015 with increased availability of financing. The review discusses key considerations for successful MBOs, including having a strong cash-generative company, a solid management team, and setting the right price and structure.

1. EAST MIDLANDS CORPORATE FINANCE
Annual Review – Spring 2016

3. 01 Welcome 1
02 Selected 2015 transactions 5
03 Return of the MBO 7
04 News and events 9
05 The year ahead 15
06 2015 completed deals 17
CONTENTS

4. 1
The East Midlands practice has experienced exceptional growth
over the last couple of years, growing from a team of 23, to more
than 100 professionals at the turn of 2016.
What is great is that this growth has been emulated at a global
level too, with Mazars having added a further five nations to
our international partnership in 2015 alone. Mazars is now
fully-integrated across 77 countries, allowing us to offer a truly
‘worldwide’ advisory service. (Our global reach can be seen on
page 12).
Reflecting on the year from a Corporate Finance perspective, there
are some stand-out features, all of which helped to make 2015 our
best year yet:
• There is a genuine eagerness within the banking community
to support transactions – which is such a reassuring feeling,
both for us as advisers, and for our clients.
• Equity investments, at all levels, are most certainly playing
their part, and we have seen the solutions become ever-more
imaginative and varied.
• Overseas corporates are back in the UK seeking out strategic
purchases, and the East Midlands is emerging as one of the most
sought-after regions for international investment.
• And overall we cannot cease to be impressed by the sheer
quality of our clients. We are blessed with fabulous businesses,
and it has been a delight to work with so many.
Over the next few pages you will get a sense of what we have been
working on. Principally we go quietly and confidentially about our
business, so my personal thanks to our clients who have so kindly
agreed to be featured.
Looking ahead, I marvel at the diversity of the transactions we are
working on. I know 2016 will be even better for all the deal-making
community; we hope to play our part and find ways to contribute
and celebrate.
From all of us, we wish you all every success, whatever journey you
are planning.
01 WELCOME
We are delighted to introduce our very first Corporate Finance Review;
we sincerely hope it captures the excitement and confidence we have
been building over the last two years.
Paul commented…
We are particularly proud to have
advised on more than 20 transactions
over the last two years. Key to
this level of activity has been the
continued growth of our East Midlands
team at all levels – whom you will
meet over the coming pages.
We remain very focussed and
committed to Privately-Owned
Businesses; in fact, transacting with
owners, and achieving great results
is what it’s all about for us. The days
are long, but the fun is back.
In short, our clients are our passion.
“
”
Paul Bevan
Partner

5. 2
We are seeing a real emphasis on positive growth stories with
acquisition and consolidation featuring in most transactions.
Management teams and funders are showing real appetite
for further growth, suggesting more of the same in 2016. The
advisory community remains very active in bringing opportunities,
management teams, and funders together.
Capital markets funding has continued its resurgence with flotation
once again seen as an excellent source of development capital
for growth businesses. AIM celebrated its 20th anniversary in
2015, and recorded its fifth-highest year since inception in terms
of further money raised, in addition to seeing 61 admissions.
We saw this activity in action in the £58 million recruitment
sector acquisition of Networkers plc by Matchtech Group plc
and the return of the ‘reverse’ with Inspiration Healthcare using this
mechanism very effectively to move the business forward.
AIM in particular remains a real option for any growth business
to consider alongside other forms of finance.
Strong growth stories proliferated and are typified by transactions
such as the acquisition of CP Bigwood by Shepherd Direct, the
Nottingham-headquartered residential property services company,
who had been supported earlier in the year by a £10 million
investment from the Business Growth Fund.
We are delighted to see the return of MBOs such as The Energy
Brokers with more management teams taking the opportunity
to put into place their growth plans.
There have been busy sectors, notably recruitment and staffing,
property, healthcare and a pleasing resurgence in the strength
of manufacturing, but there appears to be appetite ‘across the
board’ as profitability improves and strategic opportunities present
themselves.
Funders are open for business, and matching their appetite
with opportunities is more achievable with improved business
profitability and strong management teams presenting themselves.
2016 promises to be a good year for management to take forward
their business plans, with no shortage of opportunities or funding
partners.
Julian commented… We are
seeing a higher proportion of deals
progressing to completion, but
perhaps more significantly, a greater
alignment of vendor and acquirer
expectations and more predictable
profit trends.
With an emphasis on acquisitions,
focus is increasingly turning to
successful integration, systems and
governance strengthening along with
creating platforms to move onto the
next stage of growth. There is no
indication that management teams
who have successfully guided their
businesses through recession will now
want to ‘rest on their laurels’.
“
”
Julian Clough
Partner
01 WELCOME (CONTINUED)
AIM in particular remains a real option for any
growth business to consider alongside other
forms of finance.

6. 3
Pete Wood
Senior Manager
Lead Advisory
T: +44 (0)7881 283 529
E: pete.wood@mazars.co.uk
East Midlands Corporate Finance team
Should you require any further information, or wish to discuss our
services, please don’t hesitate to contact any of the team.
Paul Bevan
Partner
Lead Advisory
T: +44 (0)7881 283 531
E: paul.bevan@mazars.co.uk
Adam Foster
Senior Manager
Transaction Services
T: +44 (0)7881 283 608
E: adam.foster@mazars.co.uk
Julian Clough
Partner
Transaction Services
T: +44 (0)7552 002 563
E: julian.clough@mazars.co.uk
Lisa Huckerby
Senior Manager
Lead Advisory
T: +44 (0)7881 284 178
E: lisa.huckerby@mazars.co.uk
Rebecca O’Dwyer
Executive
Transaction Services
T: +44 (0)7881 284 258
E: rebecca.o’dwyer@mazars.co.uk
01 WELCOME (CONTINUED)
James King
Assistant Manager
Lead Advisory
T: +44 (0)7881 284 270
E: james.king@mazars.co.uk
Watson Gardiner
Executive
Lead Advisory
T: +44 (0)7881 284 069
E: watson.gardiner@mazars.co.uk
Andy Breeze
Senior Manager
Lead Advisory
T: +44 (0)7881 283 991
E: andrew.breeze@mazars.co.uk

7. 4

8. 5
Mazars advises BWB Consulting Limited
on fundraise to support growth strategy
BWB Consulting Ltd (BWB), which has offices in Nottingham, Birmingham,
Leeds, Manchester & London, has established an enviable reputation for
delivering high quality, commercial consultancy services across a broad spectrum of professional
disciplines that constitute BWB’s Buildings & Built Environment, Transportation & Infrastructure
and Environment Groups.
With funding support from Yorkshire Bank, Finance Birmingham, and Catapult Ventures, Mazars
advised the shareholders of BWB Consulting Limited in respect of a fundraise and debt restructure.
The deal enables BWB to create a platform for strong organic growth and growth via strategic
acquisitions, whilst helping the business to further strengthen its position in servicing a prestigious
list of international clients across a variety of sectors.
MazarshasadvisedSavoury&SweetLimited
onamulti-millionpoundfundraise
Leicester-based Savoury & Sweet Limited (S&S), one of the UK’s largest
manufacturers of popcorn and other healthy snacking products for blue
chip brands and retailers, has raised a multi-million pound investment
programme.
The funding package, from Permira Credit Solutions II (PCS2), a fund advised by Permira Debt
Managers (PDM), saw a multi-million pound investment into the company which will enable S&S
to invest heavily in both state of the art popcorn manufacturing equipment and R&D.
At the core of our practice as corporate financiers is our appreciation
of the confidentiality required when transacting a deal. It is therefore
greatly appreciated whenever our clients agree for us to divulge our
roles in their transactions, and over the next couple of pages we provide
insight into a handful of transactions that we completed over the course
of 2015.
02 SELECTED 2015 TRANSACTIONS
Tinku Durrani, CEO – Savoury & Sweet Limited commented…
We are excited to be able to announce this transaction. This investment enables
S&S to support its customers in the rapidly expanding popcorn market. It will enable
us to drive real product innovation and we have some exciting flavourings and other
developments in the pipeline which consumers will see in early 2016.
“
”

9. 6
Mazarshaveadvisedthevendorsonthesale
ofPOSDirectLimitedtoBunzlplc
POS Direct Ltd (POS Direct), based in Leicester, specialises in fulfilment,
distribution, e-commerce and storage solutions. POS undertake these
services for several global organisations across a multitude of sectors including POS & Print,
Internet Retail and Collateral Management in both the B2B and B2C markets respectively.
POS Direct has become part of the international distribution and outsourcing group Bunzl plc,
adding expertise. Acquisitive growth is a key element of Bunzl’s growth strategy, aiding the
Group’s geographic expansion as well as extending the product offering and customer base.
MazarsadvisesontheMBOofMorrisVermaportLtd
andVermaportLtd
Based in Chilwell, with revenues of almost £7 million, Morris Vermaport has
been involved in the service and maintenance, as well as the design, supply,
installation, commissioning and testing of new lift equipment for the UK
market since 1979. Its sister business, Vermaport Limited, supplies a unique shopping cart
travellator which operates on the same incline as a standard escalator; the ‘Vermaport’ is typically
used in a multi-floor retail environment where floor space is particularly limited.
Morris Vermaport Ltd and Vermaport Ltd announced the completion of a Management
Buy-Out (MBO) for an undisclosed amount, led by its existing Management Team. Funding to support
the deal was provided by Santander. Mazars provided comprehensive Corporate Finance advice
to Management.
Jason Swingewood, Managing Director – Morris Vermaport commented…
The enthusiasm for this deal, from Paul Bevan, Pete Wood and the rest of the
team from Mazars was apparent from our very first meeting. They listened to our
requirements and expertly guided us through every stage of the process to broker
the best solution for all parties. Their dedication and commitment to the deal
ensured that it kept it’s momentum right through to conclusion.
Roger Crosse, Managing Director – POS Direct commented…
We grew POS Direct from a start up position several years ago to a place where
we could seriously consider the right exit. However, in order to achieve this next
stage we realised that we needed to seek the professional advice that we could trust,
served with integrity and with the shareholders’ best interests at heart. Through
careful due diligence we found the right advisers who could deliver. The dedication
and commitment of Mazars throughout the process helped to create and preserve
value for the shareholders. It was a carefully planned and executed strategy, with
Mazars being integral to the success of the deal.
“
“
”
”

10. 7
Over recent years the East Midlands has experienced a reduced
number of Management Buy-Out’s (MBOs), as alternative
transaction formats have dominated in the aftermath of the
financial crisis. However over the course of 2015, there was
a noticeable re-emergence of the MBO.
One of the key facilitators to the MBO upswing was the increased
availability of finance for leveraged transactions. Whilst the
purse-strings were hard to prize open in the few years post-crash,
affording management teams inadequate funds to independently
transact in the absence of intermediary support, 2015 saw a
change in focus from financial backers, and a subsequent upturn
in MBO activity.
The benefits of management buy-outs make them a win-win-win
to the seller, the buyer and to the local economy. Managers often
cite their newfound control as a key benefit. With new ownership
and energy, the business gains a new lease of life. Sellers who
are concerned with leaving a legacy are often motivated to see
their ‘baby’ continue under the stewardship of people they trust.
Importantly for the economy, business ownership and jobs stay
in local hands.
However, MBOs can often be high-risk investments with relatively
high debt levels so it is essential that the management team
is properly advised in terms of valuing and structuring a deal.
As ever, the key factors are:
A strong cash generative company – does the business turn
profit into cash?
The management team – will it deliver?
The right price and structure
They may seem simple to bring together, however, achieving the
right mix of the above ingredients can prove to be quite a challenge.
You must be prepared to shape your business for the transaction
and seek professional advice.
Astrongcashgenerativebusiness
In the majority of buy-outs, there are often new levels of debt to
contend with so a strong cash flow is imperative as backers will
want to be repaid quickly – usually within three or four years.
And make sure you do not confuse profit with cash.
It is a good idea to perform a brief health check on the business
covering: the consistency of financial performance and cash
generation; whether there are solid plans in place; if the business
maintains a strong and defendable competitive position.
Funding for the buy-out often comes from a range of sources.
The essential ones are bank debt and asset funders; venture
capitalists; the seller; and the management team.
03 RETURN OF THE MBO
1
2
3
Pete commented…
In the current M&A market, Mazars
Corporate Finance are experiencing
a need for more patience and
positioning when engaging with larger
corporates as potential acquirers
of our clients’ businesses. Whilst
many plc’s have retained significant
cash balances and are now seeking
external growth via M&A, the reality
is that they have downsized their M&A
teams; and as a result, are taking
a much more cautious approach to
progressing with these opportunities.
This has led us into more and more
conversations with our vendor clients
about alternative forms of ‘de-risking’.
For years, many business owners
have demonstrated a preference for
the MBO route for the disposal of their
business and why should this change?
Many are successfully completed due
to a number of advantages; namely
flexibility, confidentiality and timing.
“
”
Pete Wood
Senior Manager

11. 8
When starting the MBO process a good philosophy is not to rule
anything in or out. Start with a blank piece of paper, and move
forward from there.
Themanagementteam
This is, of course, the most significant factor. Potential backers will
need convincing that the team has the adaptable all-round ability
to independently manage the business. A natural leader should
materialise from the team, around whom the business will unite.
The team needs to be sensible but ambitious, with a desire to make
more money.
A clear strategy should be put in place for the team on how the
business is to be conducted: this could include new markets,
new products, new contracts etc. It is not enough to repeat past
performance.
In order for the management team to obtain credibility with its
potential backers it will be required to make an investment in the
business itself.
With a helping of sheer determination and good planning
the deal will be on.
Therightpriceandstructure
The right price is vital to make the deal worthwhile, not only for the
owners to sell but also to be attractive to the management team.
Set it too high and the business could hit early problems and put
deferred consideration at risk for the sellers. Buying well obviously
makes it more feasible for the MBO team to generate attractive
returns in the future.
Completed MBOs
Management Buy Out of
Morris Vermaport Ltd
& Vermaport Ltd
April 2015
Management Buy Out of
UK Gas Services Ltd
March 2015
Management Buy Out of
The Energy Brokers Limited
October 2015
Summary
Preparation is a must with buy-outs, they may take months to complete and so can be a major
distraction to day-to-day work. Don’t let this happen.
It is vital to choose the right advisers for your business who can look at all your options and ensure
you don’t just drift in to one.
MBOs are highly prone to failure if planning elements have not been thoroughly looked into and
all areas fully considered. So don’t leave it to chance.
Mazars Corporate Finance has significant experience and a proven track record in advising
management teams and vendors in order to deliver successful MBOs.

12. 9
Paul added… We know Andy well and are thrilled to have him on board. He has a first class
track record and reputation, and has already had a positive impact on the team. The growth of our
business demands that we have a dedicated and senior CF presence in Leicester and in Andy
we have the ideal person.
“
”
04 NEWS AND EVENTS
East Midlands News
A common theme for
both East Midlands
offices over the course
of 2015 was growth,
as an increasingly robust
pipeline necessitated
further recruitment within
the Corporate Finance
team, whilst triumph
at the British Accountancy
Awards paid testament
to the firm’s sustained
success.
Team growth
There is a noticeable buzz in Mazars’ Nottingham and Leicester
offices now, much of which can be attributed to the continued
growth the firm has enjoyed over the past year, with new faces
appearing in both offices on a weekly basis. The East Midlands’
Corporate Finance offering, which at the turn of last year, was
serviced by a four-man team, now has nine dedicated professionals
operating across both cities.
Newface,oldhead
December saw the arrival of the latest recruit to our growing team,
and a familiar face to many in the East Midlands deal-making
community. We’re delighted to have Andy Breeze on board – he has
vast experience from his previous career in banking and, for the
last 18 years, in corporate finance; initially with a London-based
boutique (The Business Exchange) and latterly RSM Tenon
& Baker Tilly.
Andy has slotted straight into our team, picking up a number
of existing opportunities and providing a dedicated corporate
finance presence in the Leicester market. He has a proven track
record of winning and delivering deals that complements our
existing focus and his expertise will be a real asset to the team
and business as a whole.
Andy’s experience spans the full range of disposals, corporate
acquisitions, MBOs/MBIs and cash out transactions, in addition
to raising debt and equity to support these deals.
Andy said… I’m delighted to have joined Mazars and teamed up again with some great
people. The business is growing quickly and has a very vibrant feel to it – we have a strong list
of engaged clients and a number of other opportunities in the pipeline so we’re very optimistic
about the outlook for 2016. I’m looking forward to meeting up again and doing some deals with
colleagues in the local professional community.
“
”

13. 10
Executiverecruits
In addition to attracting seasoned dealmakers, the East Midlands
team has grown its professional base by adding two young
executives to the team, both with enviable academic records
and genuine business experience.
Watson Gardiner
Watson has joined the firm as a Trainee Accountant (ACA) and
Corporate Finance Executive, having recently graduated with First
Class Honours from the University of Birmingham. He brings with
him a commitment to delivering genuine ‘value-add’ to clients, along
with a focus on working with private companies and entrepreneurs
to help them maximise their business value. Prior to joining Mazars,
during his university studies, Watson spent a placement year at
IBM as part of their Global Business Services division, where he
worked closely with NHS Healthcare Trusts to deliver process
improvements.
Rebecca O’Dwyer
Rebecca is a recently qualified chartered accountant, currently
on a secondment in Transaction Services, having spent the past
three years in the external audit department within Mazars working
with an extensive range of clients.
Having grasped the technical aspects of the accounting world,
Rebecca now hopes to spend this year applying this knowledge
and gaining new commercial experiences as an Executive
in Transaction Services.
Watson commented… the opportunity to work alongside a seasoned team whose ethos
is to give real responsibility from the outset is a hugely exciting prospect. I’ve joined the team
at a real boom time within the M&A market, and I’m looking forward to helping fulfil the
objectives of many of the great companies that we’re currently working with.
During Rebecca’s studies… she was awarded the Spicer and Pegler prize at the international
ceremony for the World’s top-scoring ICAEW chartered accountancy students, who were hailed as
‘finance’s future’. This immense accolade accompanies her Michael Hawley prize for achievement
at a regional level.
“
”

14. 11
National & International News
04 NEWS AND EVENTS (CONTINUED)
Mazars was delighted to be named National Firm of the Year
at the recent 2015 British Accountancy Awards.
Run by Accountancy Age, the British Accountancy Awards ceremony
took place in central London and was attended by hundreds of
people from across the profession representing both the largest
firms, and smaller local practices.
The National Firm of the Year Category was decided on the strength
of responses to a survey that Accountancy Age sent to the reader
database of its sister title, Financial Director.
Mazars has 19 offices across the UK and forms a key arm of the
wider international, integrated global firm which has 77 countries
around the world and a turnover of more than €1 billion.
UK Senior Partner Phil Verity said… We are absolutely thrilled with this award: particularly as
the category was not open to self-nomination; but was instead based on an independent client
survey. To win on the strength of client feedback is a great testimony to our commitment to client
service, outstanding quality and technical excellence.
I’m really proud of our entire UK team. Their exceptional skills, experience and hard work have
helped us build and maintain a great client base. In turn, those clients have voluntarily come
forward to share very positive feedback about their experience of working with us. It’s a great
result.
”
“
Mazars named
National Firm
of the Year
at the British
Accountancy
Awards

15. 12
Mazars announced the finalisation of a merger with Chinese audit
firm ZhongShen ZhongHuan in December 2015, to create a full-
service firm with the ability to support clients in 77 countries.
Since 1997, Mazars’ unique integrated partnership model has
proven successful in China, and the merger will enable the Mazars
partnership to continue delivering exceptional value in the Chinese
audit and advisory sector.
The merger will bring together more than 1,800 professionals,
including 83 partners, from 15 offices across mainland China,
to add to our existing global team of 17,000. The new group’s
unique integrated partnership structure offers numerous growth
opportunities for professionals and will deliver high value to both
existing and new clients, with stronger teams and offices in all
major Chinese cities.
This merger will ensure that Mazars continues to strengthen
its position in high-growth economies on all continents, and
follows mergers in Germany, Australia, Mozambique and Cyprus
during 2015.
Mazars are uniquely positioned to support your international
ambitions.
Mazars announces
strategic merger in China
UK Senior Partner Phil Verity
added… This is great news
for our UK clients. The merger
will significantly increase
capacity across mainland
China, enabling us to better
support Chinese companies
that are keen to invest or
expand in the UK.
Philippe Castagnac, CEO of Mazars and Chairman of the Executive Board, commented…
After the integration of an important German structure in 2015, this operation in China is not
only a significant boost to Mazars’ presence and capacities, but also an undertaking for additional
development within one of the world’s leading economies.
”
”
“
“
Mazars globally
EMPLOYEES
17,000PARTNERS
OVER
920
LATESTGLOBAL
FEEINCOME
>€1BN
COUNTRIES
77
OFFICES
260
OVER

16. 13
Upcoming events Cashisking
Following on from the first two workshops, which discussed
Effective Succession and Seizing Growth Opportunities, this
complementary initiative is specifically designed for privately
owned businesses, and will explore whether your assets are
being held tax efficiently.
Financingyourtransaction
The final instalment in the series of four, a panel of presenters
will introduce the concept of how best to finance a variety of
transactions. Whether it be an entry or an exit, it is essential
to consider the types of finance available, and which format
will work best in order to achieve your desired objectives.
Maximising your
business value
WHEN… WHERE… RSVP…
4 March
2016
Radisson
Blu Hotel,
East Midlands
Airport
watson.gardiner@mazars.co.uk
WHEN… WHERE… RSVP…
17 June
2016
Radisson
Blu Hotel,
East Midlands
Airport
watson.gardiner@mazars.co.uk
04 NEWS AND EVENTS (CONTINUED)

17. 14
Atretirement
In addition to planning for your business exit, it is essential to plan
how to manage your wealth post-transaction. This workshop will
introduce new regulations and make you aware of the best ways
to manage your financial affairs, both in the run up to retirement
and thereafter. Tailored to individuals/couples who are 12-18
months away from retirement, our expert speakers will guide you
through the pre-retirement planning process, your ‘at retirement’
options and making the right choices to ensure a successful
retirement.
Financial planning:
after you sell
WHEN… WHERE… RSVP…
18
February
2016
Park View
House,
The Ropewalk
watson.gardiner@mazars.co.uk

18. 15
05 THE YEAR AHEAD
The team had a great year in
2015 with significant growth,
and we’re expecting more
of the same in 2016. Our
pipeline is looking very healthy
at present and we’re very
optimistic for another
excellent year.
The positive climate is being
driven by a number of factors
– the East Midlands economy
is one of the fastest growing
regions outside of London; the
increased business confidence
that has gradually developed
in recent times has created an
appetite amongst both buyers
and sellers to implement their
strategic plans; and there
are clear signs of banks and
other funding institutions also
looking to increase activity.
These external features
obviously make for a healthier
backdrop to deal flow and
we’re keen to capitalise on this
locally by working closely with
our clients and professional
colleagues to originate and
deliver some more great
transactions both in 2016
and beyond.
Andy Breeze
Senior Manager
Predicting activity in M&A is an
inexact science; however, the
trends that led to a bumper year
for the UK market in 2015 look
set to continue in 2016, with
the food and beverage industry
a key player.
Having contributed towards
a recent Mazars deal in the
snack food industry, one of
the underlying features that
is driving M&A activity in the
sector is the shifting consumer
preference for healthier
products. This trend looks set
to continue as governmental
pressures on snack food
producers influences market
dynamics.
Significant deals in 2015 such
as the consolidation of Kraft
and Heinz in the U.S., together
with the acquisition of the Birds
Eye group by Nomad Holdings
indicated the increased level of
confidence, which is anticipated
to continue in 2016.
At the top of many acquirers
shopping lists are companies
illustrating strong growth and
a focus on healthy lifestyles and
responsibly sourced ingredients,
with the potential to enter both
new product categories and
geographies.
James King
Assistant Manager
One of the foremost
developments in the East
Midlands market over the last
year has been the increased
investment interest from
companies, both internationally
and from other regions of the
UK. With Large Corporates and
Mid-Market players identifying
the Midlands as an area with
substantial growth prospects,
we have seen an influx of
cross-border M&A activity and
there is no suggestion of a
slowdown in 2016.
With Mazars’ global footprint
now spanning 77 countries –
having added representation
in China, Germany, Australia,
Mozambique, and Cyprus to
our portfolio during 2015 – the
East Midlands team are well
positioned to leverage our
international network, and their
knowledge of acquirers in other
jurisdictions.
This truly international
partnership is a key feature
of the Mazars service offering.
As a result, we are confident
that we are in a unique
position in the market to
advise owner managed and
mid-sized businesses whose
ambitions include any overseas
transactions.
Watson Gardiner
Executive
The view from a few
2015 spelled increased buoyancy for the East Midlands market, with
a continued growth in the volume of deals being transacted across the

19. 16
In their latest instalment,
Experian noted that 2015 saw
an upturn in the overall UK M&A
market, marking the busiest
period for deal-makers since
2007. The Midlands saw a total
of 882 transactions announced
in 2015, representing an
increase of 17.8% from 2014
levels – far surpassing the
national average of 10.3%.
The Midlands accounted for
13.5% of the nationwide deal
volumes, and 4.87% in terms
of value. The most prolific
sector for dealmakers was
manufacturing, which surged
ahead to account for 292 deals
(33% of total deal volumes),
worth £10.4bn (49% of deal
values).
Interestingly, the volume of
small deals with transaction
value between £0.5m-£10m,
rose 41.4% to 181, whilst
values were up 27% to £553m.
Similarly in the Mid-market
(£10m-100m), total values
increased 11.6% to £4.5bn. This
is and exciting prospect moving
into 2016, as Mazars’ speciality
lies in the advisory and
transaction of owner-managed
businesses, with a transactional
value of £5m-£30m.
Adam Foster
Senior Manager
The changes to the taxation of
dividends, published in the draft
Finance Bill on 9 December,
will have a significant impact
on directors and shareholders
of companies, as the cost to
those who extract profits by
way of dividends will increase
substantially.
As a result of the above
change, the Government is
also concerned that company
owners will seek to extract
value in such a way that the
receipt is taxed as capital
rather than income. Draft
clauses are included that will
strengthen the transactions
in securities rules, which will
explicitly include repayments
of share capital or share
premium, and distributions on
a winding up from April 2016.
If you’d like to hear some more
about the above changes, and
how best to structure your
business operations in order
to cater for these modifications,
feel free to come along to our
Maximising Business Value
seminars on the 4 March
& 17 June at the Radisson
Blu Hotel, East Midlands
Airport (see Page 13).
Lisa Huckerby
Senior Manager
We have known about the new
FRS 102 financial reporting
framework for some time, but
2016 is a significant year, as
many UK companies will only
now be putting figures under the
new standard and the effects
will start to impact.
Clearly this varies company
to company, but with areas
such as revenue recognition,
leases, financial instruments,
provisioning and goodwill
amortisation featuring in most
company’s accounts – these
impacts should be considered
universally. This is critically
relevant within the deal
environment, and we have
been working closely with our
clients to carefully consider the
implications of these changes
on key deal metrics like EBITDA,
and their comparability with
previous years’ accounts.
The changes may also
impact on the calculation
of figures enshrined into
legal documentation such as
covenants, completion accounts
or earn-out arrangements, in
addition to having non-financial
considerations such as changes
to accounting systems or
the way bonus schemes are
constructed.
Rebecca O’Dwyer
Executive
M&A landscape, and the underlying economic climate indicates
a continuance of this trend in 2016. Six of the team offer their insights
into some of the developments we expect to emerge, as well as a some
food for thought in light of recent legislative changes.

20. 17
06 2015 COMPLETED DEALS
M&A deal flow is
increasing as the appetite
for financing returns.
Our Corporate Finance
team are all ‘hands on’
specialists, led by
partners who love
to deliver a successful
transaction for our clients.
2015 has been another
busy year for the team
in the East Midlands.
Here’s a selection of the
deals that we have seen
complete in the last twelve
months. It’s fair to say
that we do not see it
stopping there. We are
helping more and more
clients achieve their
long term business
objectives via acquisitions,
fundraisings and disposals.

21. 18
Management Buy Out of
UK Gas Services Ltd
March 2015

24. Please get in touch…
Mazars LLP is the UK firm of Mazars, an international advisory and accountancy organisation, and is a limited liability partnership registered in England with
registered number OC308299. A list of partners’ names is available for inspection at the firm’s registered office, Tower Bridge House, St Katharine’s Way,
London E1W 1DD.
Registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. Details about our audit registration
can be viewed at www.auditregister.org.uk under reference number C001139861.
© Mazars LLP 2016-02 32379
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