SMITH COOPER CORPORATE FINANCE DEALS

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SMITH COOPER CORPORATE FINANCE DEALS 2016-17

DEALS 2016-17 Dear Reader Welcome to our annual round-up of Deals for our financial year ended 31. I m delighted to report it s been another record year for the Corporate Finance team which completed no less than 28 deals, bettering the existing record of 25. This is a testament to the terrific team we have, especially in a year of such political and economic turbulence, and was underpinned by winning several awards during the year, as set out later. The tombstones in this publication show that our transactions continue to include a wide range of deal types, including acquisitions/disposals, buy outs and refinancings, in a broad spectrum of sectors, in both the Midlands and further afield. Our ethos of really understanding clients aspirations and proactively working with them to create innovative solutions remains the backbone of our service, delivered by our growing team of experts. As for the UK market as a whole, notwithstanding a lull in midsummer 2016, the UK Mergers and Acquisitions market proved resilient to Brexit, Trump and a host of other global issues that could have potentially affected confidence and reduced deal volumes. In fact, 2016 showed the highest deal volumes since 2007, with deals at the smaller end of the value range increasing by 9% over 2015 levels. As regards aggregate deal value, that was lower than for 2015 but did better the 10 year average of around 250bn per year. Aggregate UK deal values were helped by overseas investment in UK businesses, bolstered by the fall in value of sterling following the 2016 referendum which caused UK assets to appear very reasonably priced to overseas predators. Acquisitions by overseas buyers rose 7% in 2016 and included some notable UK assets such as Arm Holdings, sold to Tokyo s Softbank for 24.3bn. The market was also characterised by a particularly high level of early stage private equity investment, up by almost 18% in 2016, particularly in the rocketing infocomms sector. At Smith Cooper, the pipeline of transactions remains strong and we anticipate an even better 2017/18. We hope we have the opportunity to help a wide range of both existing and new clients in corporate transactions, and would be delighted to hear from you. John Farnsworth Head of Corporate Finance

LEADING CORPORATE FINANCE ADVISERS Our highly experienced, partner-led advisory team specialises in comprehensive, high-intensity project management of deals, usually up to 50m. We are equally happy advising at a strategic level, or on discrete aspects of a transaction. We deliver practical, commercially-viable advice with positivity, and tenacity. We strive to deliver exceptional service quality, irrespective of the size of the deal, by building close relationships with clients, keeping them well-informed and providing a proactive service to guide them every inch of the way.

WHAT S INSIDE? OUR RECENT DEALS APRIL 2016 - MARCH 2017 OUR AWARD-WINNING CREDENTIALS OUR SERVICES GET IN TOUCH

OUR 2016-17 DEALS Adept Care Homes Limited acquired a portfolio of care home businesses Intact Software Limited acquired Ramtac Computer Systems Limited Regenda Group Limited apetito Limited acquired WFF Crieff Limited Smith Cooper provided due diligence to the funder Smith Cooper provided due diligence to the Smith Cooper provided strategic advice to Regenda on an acquisition April 2016 April 2016 April 2016 May 2016

Management buy out of Complete Engineering Group Limited 23.5 Degrees Limited shareholder buy out Acquisition of minority stake in Adthena Limited by investor Refinancing of TTG Global Group Limited management team Smith Cooper advised TTG May 2016 June 2016 August 2016 August 2016 Cottingham Technical Services Limited shareholder buy out CP Properties Limited acquired Coffeepots Limited Acquisition of minority stake in Thermalmate UK Limited by Keramikos Limited Refinancing of MPS Care Group Limited seller of a minority shareholding Smith Cooper advised MPS August 2016 August 2016 September 2016 September 2016

Management buy out of NetSecrets Limited TGH Midlands Limited acquired J.B Langford & Co Limited Iceage Delivery Limited acquired by investors Carlisle Companies acquired Adshead Ratcliffe & Co Limited management team Smith Cooper initiated and guided the deal process October 2016 October 2016 November 2016 February 2017 Mr Tyre Limited shareholder buy out Management buy in of Alca Fasteners Limited Hubaco Limited acquired FieldCandy Splendid Hospitality Group LLP acquired KFC business from KFC (GB) February 2017 February 2017 February 2017 February 2017

Merger of Hallam Internet and BigSpring The Fertility Partnership acquired Ultrasound Direct Limited York Group Limited acquired WFF (York) Limited Acquisition of minority stake in Audiense Limited by investor Smith Cooper facilitated and guided the merger process MPS Care Group Limited acquired Prestige Care (Thorne) Limited Management buy out of Evac + Chair Twintec Properties Limited acquired Twintec JBS Group acquired SBA

OUR AWARD-WINNING CREDENTIALS INSIDER MIDLANDS SME ADVISORY TEAM OF THE YEAR 2016 EAST MIDLANDS SME DEAL OF THE YEAR 2015 EAST MIDLANDS SME DEAL OF THE YEAR 2016 ACQUISITION INTERNATIONAL LEADING ADVISER 2014 ICAEW MEDIUM ACCOUNTANCY FIRM OF THE YEAR 2017 ACQ GLOBAL AWARDS LEADING ADVISER 2013 ACQUISITION INTERNATIONAL MIDLANDS TAX PLANNING FIRM OF THE YEAR 2014 ICAEW YOUNG CHARTERED ACCOUNTANT OF THE YEAR 2017

OUR SERVICES Whether you are looking to buy, sell, exit or raise finance - we can help. Our services include: Acquisitions Buy outs Growth & Development Capital Disposals Equity Release Exit Strategy & Succession Planning Private Equity Debt Advisory Special Situations

GET IN TOUCH Darren Hodson Adam Widerkiewicz John Farnsworth David Nelson Dan Bowtell Partner Senior Executive Head of Corporate Finance Partner Partner t 0115 945 4300 e dan.bowtell@smithcooper.co.uk t 0115 945 4300 e james.bagley@smithcooper.co.uk Andrew Delve David Crump Ed Wesson Christopher Campbell Partner Group Chairman Senior Manager Executive Analyst t 0121 236 6789 t 0121 236 6789 e darren.hodson@smithcooper.co.uk e adam.widerkiewicz@smithcooper.co.uk t 01332 374419 e john.farnsworth@smithcooper.co.uk t 01332 374419 e andrew.delve@smithcooper.co.uk t 01332 374419 e david.nelson@smithcooper.co.uk t 01332 374419 e david.crump@smithcooper.co.uk James Bagley Managing Partner t 0115 945 4300 t 0115 945 4300 e edward.wesson@smithcooper.co.uk e christopher.campbell@smithcooper.co.uk Nicola Whiting Senior Executive t 01332 374419 e nicola.whiting@smithcooper.co.uk a 158 Edmund Street, Birmingham, B3 2HB t 0121 236 6789 a St Helen s House, King Street, Derby, DE1 3EE t 01332 332 021 a 2 Lace Market Square, Nottingham, NG1 1PB t 0115 945 4300

ABOUT SMITH COOPER CORPORATE FINANCE Smith Cooper Corporate Finance is part of the award-winning, multi-disciplinary accountancy and advisory firm, Smith Cooper. Smith Cooper Corporate Finance is a specialist advisor to owner-managed and midcorporate businesses. Our approach is highly bespoke and personalised, based on building trusted relationships before formulating highly flexible and innovative solutions. Our team specialises in high-intensity deal management, typically up to 50m in value, but we are equally skilled in advising at a strategic level, or on discrete aspects of a transaction. This service is partner-led and supported by senior corporate finance personnel. The Corporate Finance team consistently delivers the highest quality service and regularly features as one of the most active dealmakers. Our quality has been recognised by many industry awards, most recently being awarded the SME Advisory Team of the Year at the 2016 Midlands Dealmakers Awards.