Corporate Finance brochure - pdf - Crowe Horwath International

Corporate Finance
How we can work with you

“
Our team of experienced,
dedicated professionals
will provide you with
pragmatic, commercial
advice and services.
”

Your business: How our Corporate Finance team can work with you
Welcome
I am Peter Varley the partner who heads the Corporate Finance
team at Crowe Clark Whitehill, one of the UK’s leading accountancy
and business advisory firms, and a member of one of the largest
global advisory networks, Crowe Horwath International.
We are a leading authority in advising management teams,
owner-managed businesses, private and quoted companies of all
sizes and institutional investors, across a wide range of sectors.
Our focus is squarely on the mid-market.
We take pride in building long-term relationships. We believe that
listening to you, and learning about your business and its strategic
direction, is crucial to making sure you get the best possible advice
and services.
We offer a multi-disciplinary service combined with a high level of
personal attention, reflected in the firm’s high ratio of partners to staff.
Partners will guide and be actively involved in every aspect of your
transaction, offering substantive advice at every step of the process.
As a member of the Crowe Horwath International network, we can
call on the expertise of local transaction support and advisory
professionals in 650 cities in 109 countries. We have the expertise
to take on the greatest challenges, national and international.
Working together in partnership, we can understand your business
better and help you navigate the complex challenges you face,
acting as trusted advisers with a genuine interest in your business.
This brochure will give you an overview of the work of the Corporate
Finance team, how we are different, and how we can work
effectively with you.
02|03

Crowe Clark Whitehill LLP
Why choose Crowe Clark Whitehill?
We draw on many years’ experience of providing
corporate finance advice and services. We are a
leading national firm, focused on the mid-market.
Our international network provides an extensive
resource of approved contacts worldwide.
We are mid-market specialists. The majority of
the transactions that we are involved with have
a value between £1 million and £100 million;
albeit we do also advise on larger transactions,
particularly when these have a cross-border
component. We understand that mid-market
transactions are not best served by a ‘one size
fits all’ process, and therefore have the
flexibility to tailor our advice and services to
meet the requirements of each unique situation.
For many of our clients, the transaction
they are contemplating (whether that be an
acquisition, a disposal, a major fundraising or
an IPO) is a significant one-off event, of which
they may have little or no previous experience.
As one of the most important business
decisions you will ever make, it is crucial that
you have the right advisers by your side to
guide you through all aspects of the process.
We are highly responsive and entirely focused
on your business requirements. We make
pragmatic, commercial recommendations
that make sense to you and your business.
We have a higher than usual partner-to-staff
ratio, which means that you will have much
more contact time with a partner. Many of our
partners joined us precisely because they
wanted to develop one-to-one relationships
with clients.
Our professional, reliable and friendly staff
are first and foremost client focused.
Our high standards stem from our own careful
recruitment and rigorous supervision of every
aspect of the service we deliver. We aim to be
open and transparent in our dealings with
clients, and our fee structure is in line with
those principles.
Crowe Horwath
International
167 independent
accountancy and
advisory firms in more
than 100 countries
650 offices
Crowe Clark
Whitehill LLP
Over 550 staff
More than 70 partners
8 locations
28,000 partners
and staff

Your business: How our Corporate Finance team can work with you
Many of our partners joined us
because they wanted to spend more
time with clients, developing one-to-one
relationships. Most of our business is
won or maintained in this way, and
many of our clients have been with
us for a long time.
We believe that this combination of
expertise, flexibility of approach and
personal commitment to clients is unique
in our sector. It results in enjoyable, highly
effective relationships that stand the test
of time. Clients tend to stay with us for
the long haul, confident that we will look
after their interests and respond quickly
and expertly whenever they need us.
Who are the Corporate Finance team?
We are a team of dedicated mid-market
corporate finance professionals with a range of
backgrounds — some of us entered the
profession after a period in industry, others
have an accountancy or banking background.
Between us, we have worked on hundreds of
transactions, domestic and international, and
have many years’ combined experience.
We work across all sectors, but some individual
members of the team have developed
particular expertise within certain industries,
including media, property, energy and natural
resources. We work closely with our
international corporate finance colleagues
within the Crowe Horwath International
network, who are trained to common standards
using consistent procedures, in order to offer a
seamless service on cross-border transactions.
02|03

Crowe Clark Whitehill LLP
Our Corporate Finance services
Acquisitions
Disposals
This diagram is an overview
of the range of Corporate
Finance services that we offer.
Accelerating the growth
of your business
Target selection
and approaches
Pricing
Negotiation
Acquisitions due diligence
Realising your investment and/
or refocusing on core operations
Exit planning
Preparation of
sales memorandum
Identification of
potential acquirers
Confidential approaches
MBOs/MBIs
Negotiation
Structuring and tax advice
Vendor due diligence
Vendor tax advice

Your business: How our Corporate Finance team can work with you
Capital markets
Official List, AIM, PLUS
and other global markets
Capital raising
and refinancing
Ensuring your business has the
appropriate financial resources
Business advisory
Providing ongoing advice
to you and your business
Reporting accountant services Business plan preparation Strategic advice
to company boards
IPO advice Financial modelling Joint venture planning
Takeover code advice,
including Rule 3 advice
Identification of
potential investors
Setting up businesses abroad
Public offers Institutional financings Valuations
Public to privates
Section 21 approval of
investment documentation
Restructuring advice
Delistings Pre-investment due diligence Investment advice
Public company due diligence
Pre-lending reviews
Structuring and tax advice
Long-term planning
for shareholder value
04|05

“
We pride ourselves on the quality
of our advice, our attention to detail
and our focus on client needs.
Peter Varley
Head of Corporate Finance
”

Crowe Clark Whitehill LLP
Our experience
Here is a selection of our clients
and what they have said about us.
Cluff Natural Resources Plc
Admission to AIM
Cluff Natural Resources is an investment
company focused on investing in oil and gas
and mining assets to take advantage of the
increasing pressure to exploit new reserves
and resources due to increased global demand.
Crowe Clark Whitehill acted as Reporting
Accountant on Cluff Natural Resources’
£3.75 million placing and admission to AIM.
We continue to act as the company’s auditors.
Centaur Media plc
Acquisition of Profile Group (UK) Limited
Crowe Clark Whitehill undertook financial
due diligence and provided tax and transaction
support to Centaur Media plc, in the acquisition
of Profile Group (UK) Limited. Profile provides
forward planning and contact information to
media, PR and marketing professionals to
enable them to optimise journalist workflow
and plan future PR and sponsorship campaigns.
‘‘
The Natural Resources team at Crowe
‘‘
We are delighted with the support
Clark Whitehill delivered an efficient that the Crowe Clark Whitehill team
and proactive service during our recent provided on the due diligence exercise
fund raising and admission to AIM. for the acquisition of Profile. They have
They were an integral part of our team worked with us on several transactions
and I would recommend them to other over the past six months, and they
resource companies seeking admission have consistently delivered pragmatic
to London’s capital markets.
and commercial advice and support
across each of these deals.
’’ ’’
Resources Plc
Algy Cluff
Executive Chairman and Chief
Executive Officer, Cluff Natural
Mark Kerswell
CFO, Centaur Media plc

Your business: How our Corporate Finance team can work with you
We have worked on hundreds of
transactions between us, quoted and
private, domestic and international.
Within our team we have the strength
and breadth to take on the greatest
challenges, national and international.
L.B. Bentley
Advised the shareholders on the sale of
L.B. Bentley
Crowe Clark Whitehill advised the
shareholders of L.B. Bentley Limited, the
Gloucestershire-based supplier of small
bore subsea gate valves, on its sale to Severn
Glocon Group Plc, the global valve specialist.
Under the terms of the sale, Severn Glocon
took a controlling interest in L.B. Bentley,
allowing the shareholders to benefit from
the expected growth in the business and
providing Severn Glocon with a reasonable
handover period.
Better Capital
Acquisition of certain trade and assets of
Santia Limited
Better Capital is a turnaround investment
specialist with a focus on the acquisition and
operational turnaround of underperforming
businesses. Santia is a leading provider of risk
management consultancy services, including
health and safety consultancy, training services,
occupational health, asbestos management,
food safety, information services and supplier
and vendor accreditation.
‘‘
The team from Crowe Clark Whitehill
covered every detail of the process in
a thorough, professional and tireless
manner. I found their experience
invaluable in guiding me through the
intricacies of the deal. We built up a
rapport and relationship that was both
productive and enjoyable; for me, the
key to a successful transaction.
Bernard Bentley
Chief Executive, L.B. Bentley
’’
‘‘ pragmatic approach during what was
The Crowe Clark Whitehill team
really impressed us. We valued their
a short and intensive deal process and
look forward to working with them on
similar projects in the future.
Mark Aldridge
CEO, Better Capital LLP
’’
06|07

Crowe Clark Whitehill LLP
Berkshire Bidco Limited
£10 million acquisition of AIM-Listed
Westcity plc: public to private transaction
Crowe Clark Whitehill advised Berkshire on
its acquisition of AIM-Listed Westcity,
a property-related investment, development
and management company. Berkshire was
a new company formed for the purposes of
the acquisition and was backed by Westcity’s
largest shareholder. The acquisition was
effected by way of a scheme of arrangement.
Flowrite Services Limited
Management buy-out
Crowe Clark Whitehill advised on the
management buy-out (MBO) of Flowrite
Services Limited, a refrigeration and air
conditioning company with nationwide reach.
Crowe Clark Whitehill introduced the deal to
Foresight Group, a Private Equity Firm, and
advised on all aspects of the deal and guided
Flowrite CEO Andy Moore, through the
investment process.
‘‘
We were very happy with the
service we received from Crowe Clark
Whitehill and in particular with the
Partner’s help and assistance on this
testing transaction
Ira Rapp
Director, Berkshire Bidco Limited
’’
‘‘
The team at Crowe Clark Whitehill
worked very hard to get this deal
completed whilst ensuring that it was
an amicable, smooth transaction.
Their specialist experience and
impartial advice proved invaluable to
Foresight and the MBO team whenever
key deal issues were raised.
Matt Smith
Senior Investment Manager of
Foresight Group
’’

Your business: How our Corporate Finance team can work with you
CROMSOURCE
Acquisition of Pleiad Devices Limited
CROMSOURCE, an international full service
contract research organisation (CRO)
headquartered in Italy, acquired Pleiad Devices
Limited, an established international CRO with
offices in the US (Cambridge, Massachusetts)
and UK (Stirling, Scotland). CROMSOURCE is
an ISO certified, full-service CRO providing
clinical trial services and staffing solutions
since 1994. CROMSOURCE delivers clinical
trials across Europe, Russia, Ukraine and the
UA and operates a high quality early phase unit.
‘‘
We were very happy to work with
the Crowe Clark Whitehill team and
appreciated their professionalism.
The due diligence report provided
us with a comprehensive financial
position of the target that which helped
us a lot in the final negotiation stages.
We have decided to retain Crowe Clark
Whitehill as our preferred advisor in
the UK.
’’ ’’
MD, CROMSOURCE SRL
Christiano Daolio
Business Growth Fund
Development Capital
Crowe Clark Whitehill undertook financial due
diligence and transaction support advice to
Business Growth Fund on its investment in
Cennox Group. Cennox was founded in 2004 by
Clive Nation as a specialist ATM services group
and has been successfully built up through
organic growth and acquisition to comprise two
main businesses: ATM Parts and Mainet. Blue
chip customers include Barclays, HSBC,
Nationwide, IBM, Bank Machine, Loomis and G4S.
‘‘
The FDD approach adopted by the
Crowe Clark Whitehill team was both
highly commercial and pragmatic,
working with a hands on approach to
a very tight deadline. They quickly
grasped and dealt with the relevant
issues arising and I look forward to
working with Crowe Clark Whitehill in
the near future.
Ned Dorbin
Senior Investment Manager,
Business Growth Fund
08|09

Crowe Clark Whitehill LLP
Start the conversation
This brochure
gives you some
understanding of
how we could work
with you and how
you can benefit from
working with us.
If you would like
to find out more
about the financial
services our
Corporate Finance
team can provide,
please contact the
office local to you.
London
Peter Varley
peter.varley@crowecw.co.uk
020 7842 7100
Cheltenham
Martin Regan
martin.regan@crowecw.co.uk
01242 234421
Kent
Geert Struyven
geert.struyven@crowecw.co.uk
01892 700200
Manchester
Michael Jayson
michael.jayson@crowecw.co.uk
0161 214 7500
Midlands
Andy Kay
andy.kay@crowecw.co.uk
0121 543 1900
Thames Valley
Simon Jordan
simon.jordan@crowecw.co.uk
0118 959 7222
Find out more about us at
www.croweclarkwhitehill.co.uk

www.croweclarkwhitehill.co.uk
Crowe Clark Whitehill LLP is a member of Crowe Horwath International, a Swiss verein (Crowe Horwath). Each member firm of
Crowe Horwath is a separate and independent legal entity. Crowe Clark Whitehill LLP and its affiliates are not responsible or liable
for any acts or omissions of Crowe Horwath or any other member of Crowe Horwath and specifically disclaim any and all
responsibility or liability for acts or omissions of Crowe Horwath or any other Crowe Horwath member.
© 2013 Crowe Clark Whitehill LLP
Crowe Clark Whitehill LLP is registered to carry on audit work in the UK by the Institute of Chartered Accountants in England
and Wales and is authorised and regulated by the Financial Conduct Authority.