Corporate Finance Case Studies

TRD was an operating subsidiary of AIM listed Turftrax plc, a business specialising in the development of technologically advanced products for the horseracing industry. A £10million research and development initiative failed to give it entry into the market meaning the business was no longer viable, despite having significant interest in its products. Our team in Salisbury were able to secure the sale of a division of the business and are currently in talks with a number of potential purchasers for the remaining divisions.

Witherslack Group is a provider of care and education for children with special education needs. The Company operates 9 schools and 5 care homes across the North West and Oxfordshire, and an integrated care and learning centre in the North East. ISIS invested in the Witherslack Group in 2011 and BTG Corporate Finance acted for Witherslack Group.

Business: Titan Travel is a travel company offering a variety of worldwide holiday services. Deal: The deal sees the brands operated by Titan, including HiTours and Tailor Made Travel, acquired by Acromas Holdings, which operates a number of brands including Saga Holidays, Saga Cruises, AA Travel and Great Getaways. Our Role: Titan Travel appointed BTG McInnes Corporate Finance to explore a sale of the business to both trade and private equity partners. BTG McInnes Corporate Finance successfully completed an extensive marketing exercise, offering the shareholders a number of alternatives to explore whilst trading through a difficult economic environment. Critical to this deal was the negotiation with the CAA and understanding the input of the CAA’s requirements on different buyers. Titan Travel reported turnover of £110m for the year ended 30 September 2008 and employs circa 350 from its offices in Red Hill and Evesham. “We are delighted that Acromas has acquired Titan Travel allowing the business to continue to grow as an independent business. BTG McInnes Corporate Finance and Harvey Ingram worked closely with the management team to deliver real value to the shareholders.” Martin Coe, Group Managing Director, Acromas

Business: Hargreaves Services plc is a leading supplier of products and services to the energy, mineral and waste sectors. Deal: A new debt package, lead by the Newcastle office of BTG McInnes, sees Hargreaves’ existing debt provider, The Royal Bank of Scotland, joined by four additional banking partners (Lloyds Banking Group, HSBC, Yorkshire Bank and Santander). The deal provides committed facilities of £115 million in a three-year, multi-bank offering, which will support further growth for the Group. Revenue for the year ended 31 May 2009 was £503.1 million with underlying profit before tax of £28.6 million delivering impressive growth of 24.3% and 50.2% respectively. Our Role: Hargreaves approached BTG McInnes Corporate Finance to assist with arranging its new debt facilities due to their strategic importance and the challenging market environment. The willingness of the five banking partners to provide additional facilities to the Group speaks volumes for the quality of Hargreaves’ business model and management team. The funding provides committed lines for further organic growth, as well as having additional facilities to support strategic acquisitions. The new banking arrangements will provide the Group with significant flexibility and are scaleable. “We are pleased to have new finance arrangements in place. Given the current economic environment, we believe the securing of this facility is testament to the strength of the business and its prospects for further progress. BTG McInnes worked well alongside my team to ensure the debt deal was structured and delivered on time.” Iain Cockburn, Group Finance Director, Hargreaves Services plc

Business: The Business Process Outsourcing division of Hays plc was made up of Hays’ billing, call centre and transaction processing operation in the UK, Poland, Sri Lanka and India; Hays Consulting & Solutions Group - a complex data and records management information systems provider; and Hays Payroll Bureau – a provider of outsourced payroll services to a range of blue-chip clients. Deal: The Billing, Call Centre and Transaction Processing activities were sold to Astron Ltd (formerly HMSO); Hays Consulting & Solutions Group were sold to Northgate Information Solutions plc; and Hays Payroll Bureau was sold to Specialist Computer Services Ltd. The aggregate consideration for the BPO division was £27.5m. Our Role: BTG McInnes Corporate Finance were appointed shortly after Hays plc publicly announced that following a comprehensive strategic review all non-recruitment related businesses were to be divested or de-merged. Our remit was to prepare the businesses within the BPO division for sale, draft a sales document for the division as a whole and for its constituent parts and to identify, communicate and negotiate with a significant number of interested parties. BTG McInnes Corporate Finance were integral to the decision to sell the constituent parts of the division separately in order to maximise proceeds with the greatest level of certainty of deliverability in the shortest possible timeframe. The ultimate proceeds received were significantly greater than the expectations of the Hays plc board and their brokers’ consensus. "By maintaining a hands-on approach to the disposal programme, BTG McInnes Corporate Finance were able to realise significant value for the division. Speed of delivery was essential given the potential instability which could have resulted from a prolonged process in a highly public arena." John Martin – Group Finance Director, Hays plc

Business: Appleton Inc is one of the world’s largest producer of carbonless paper, thermal media, security, inkjet and performance packaging products, from its three main manufacturing operations in Wisconsin, Ohio and Pennsylvania as well as its operations in 60 countries across the world. BemroseBooth provides security and specialised print services from its operations in Derby, Hull and Teesside. Deal: As the first part of its expansion into the European markets and as a platform from which to expand its security products business, Appleton acquired BemroseBooth for £34m. Our Role: BTG McInnes Corporate Finance introduced the opportunity to acquire BemroseBooth to Appleton and subsequently worked together with a senior team to execute an initial assessment which enabled Appleton to form an early view on valuation and the extent that BemroseBooth provided a strategic fit compared to other opportunities. Having helped to generate momentum to the acquisition process through our existing contact with the private-equity vendor, BTG McInnes Corporate Finance proceeded to act as advisers on key commercial and legal issues to Appleton’s M&A team. "BTG McInnes Corporate Finance were a valued part of our acquisition team. They provided concise, value-added counsel throughout the process of our acquiring BemroseBooth." Gary Johnson – Corporate Development Director, Appleton Inc

A property maintenance and shop fitting business Despite the challenging economic climate this property maintenance and shop fitting business had a very strong forward order book and annual sales in the region of £750,000. The business had used a bank owned invoice financier but the levels of finance generated were inadequate. There were some issues from a previous business caused by a falling out between directors which led to claim and counter claim along with HMRC arrears. With the help of an insolvency director, we were able to give the incoming invoice financier comfort as to the nature and validity of the claims and make suggestions as to how the HMRC position could be best resolved. The outcome was that the new invoice financier provided funding levels materially in excess of those provided by the previous lender.