CORPORATE UPDATE

HM Dealmakers First Quarter, 2015

Deal us in for growth

ROWTH. We believe it’s tables, which saw us continue our pretty important. Not rapid rise up the rankings in recent just turnover bolstering, years and only behind some much In this edition ... profit draining growth, bigger competition. Latest deals ... but the kind that keeps You can see some of the recent Highlights of our recent activity, Gyour business healthy, moving forward deals which go towards that status, and delivering value and opportunity plus find out a little bit more about Succession planning for to everyone within it at every level. Craig, and his specialist knowledge of business We know it’s important to many advising family-owned businesses. Plus, meet our newest Partner of our clients, whether they’re at Another of our Partners, Paula Craig McKerracher the early stages of developing their Skinner, was recently recognised as business, acquiring others or even one of the UK’s Hot100 lawyers for News and contacts planning for an eventual exit. 2015, one of only 8 corporate lawyers All the latest news from the Corporate team and Harper As a firm we’ve grown with many of listed by The Lawyer magazine. Macleod at large our clients, and the latest new Partner If this all sounds a little self- in our team is the perfect example of congratulatory, we make no apologies. how that benefits both parties. Craig Instead, we’d like to think it reflects McKerracher joined Harper Macleod as well on your decision to work with us, continues to brighten, that we can do a trainee a decade ago. He’s become and thank you for trusting us to help well together. a trusted adviser to many of you, and you achieve your ambitions. now makes the deserved step up as It’s the kind of things lawyers always To find out more about what our our team continues to grow. say, but we genuinely know that team can do for you, visit www. That growth can be seen in the we’ll only succeed if you do and the harpermacleod.co.uk or email donald. recent Business Insider dealmaking evidence is, as the economic picture [email protected]

Driven by results RECENT DEALS

DEAL HIGHLIGHT: shareholders of Isle of Barra Oysters Ltd its team. Our corporate team was DISPOSAL have acquired a 30% shareholding in headed by Paula Skinner (Partner) Traigh Mhor Oysters Limited and have with corporate assistance provided by been appointed to the board of that Jo Nisbet (Associate) and specialist company. intellectual property input from Tom Harper Macleod LLP’s Corporate team Thomas (Partner). The team advised advising on the sale was headed by Epidarex Capital on the legal aspects of Craig McKerracher (Partner), with the entire investment process. Corporate assistance provided by Louisa Skye Transport Crossal Ltd Mann (Solicitor). DEAL HIGHLIGHT: Value: Undisclosed Specialist input on Employment aspects INVESTMENT Lead partner: Chris Kerr was led by Scott Milligan (Associate, Completed: February 2015 Employment). Location: Scotland “This was our fifth large corporate transaction working with the Corporate We advised Skye Transport Crossal Ltd team at Harper Macleod, and yet on the sale of certain of its business and another deal that has been successfully completed thanks to their involvement. assets to Ferguson Transport (Spean Kelvin Capital Bridge) Limited. Their hard work and dedication ensured Harper Macleod LLP’s Corporate that we finally got this one over the line”. Value: £370,000 team advising on the sale was headed David Campbell Jess Lead Partner: Paula Skinner by Chris Kerr (Partner) and Craig Managing Director Completed: March 2015 McKerracher (Partner), with Corporate Traigh Mhor Oysters Limited Location: Scotland assistance provided by Amy Mackenzie (Trainee Solicitor). DEAL HIGHLIGHT: Harper Macleod LLP advised angel Specialist input on Real Estate and INVESTMENT syndicate Kelvin Capital with the Employment aspects were led by second round investment of £370,000 Ross Thomson (Partner, Real Estate), into QED Naval Limited. QED Naval Ricardo Matteo (Trainee Solicitor, Real is a marine renewables company with Estate) and Gillian Shaw (Associate, technology which it believes can offer Employment) respectively. a breakthrough in reducing the costs of deploying tidal turbines. Harper Epidarex Capital II, LP Macleod initially advised Kelvin Capital DEAL HIGHLIGHT: Value: £2m in relation to QED Naval in July 2014 ACQUISITION Lead partner: Paula Skinner when the company secured seed Completed: March 2015 funding from Kelvin Capital and the Location: Scotland Scottish Investment Bank. Led by Paula Skinner (Partner), Jo Nisbet (Associate) and Louise Crilly (Trainee) advised on We advised Edinburgh-based Epidarex the deal. Capital on a £2 million investment in “We are always keen to invest in young Clyde Biosciences Limited. Epidarex businesses with global ambitions, but Capital is a dedicated life sciences Traigh Mhor Oysters Ltd. who require the capital to achieve those. venture capital fund investing in both Value: Undisclosed Jeremy and the team at QED Naval have the US and UK. The Scottish Investment Lead Partner: patented technology which could be Bank and University Holdings Craig McKerracher transformational for the tidal energy also particpated in the investment sector in Scotland and beyond, and has Completed: March 2015 round. Clyde Bioscience Limited is a already attracted significant government Location: Scotland Glasgow University spin out which backing. We’re delighted to provide We advised Traigh Mhor Oysters has developed technology to test drug them with the investment and support Limited (part of the A P Jess group of toxicity levels for pharamaceutical they’ll need to see the project through to companies) on the acquisition of the and biotechnology companies. The commercial success.” entire issued share capital of Isle of investment will allow Clyde Biosciences Jim Hall, Barra Oysters Ltd. to grow internationally and build As part of the transaction, the selling Director, Kelvin Capital For a list of all our recent deals visit www.harpermacleod.co.uk/corporatedealstable HM DEALMAKERS

Meet the team: Craig McKerracher, Partner

to the league reconstruction of The Scottish What would you be if you weren’t a Premier League and The Scottish Football corporate lawyer? I have a keen interest in League to create The Scottish Professional the business world so I would like to think it Football League. Craig is also involved with a would have been another role not too far adrift Craig McKerracher number of Business Improvement Districts in from where I am now. Although, I was a keen Partner Scotland, including the provision of advice to bedroom DJ whilst at University so I would T: 0141 227 9540 the national body for BIDs in Scotland. have pursued that if I had been any good at it! E: craig.mckerracher@ harpermacleod.co.uk Secretly, however, he should have been a DJ Who’s your inspiration? My parents. From ... or a neurosurgeon. Here’s a little bit more a young age they gave me a strong belief that I about him. could do anything I set my mind to as long as I Craig McKerracher is the newest Partner in our Born: 20 October 1983 was dedicated and put in hard work. Corporate team, completing a 10-year journey Kindle/tablet or book? I like my gadgets from trainee to Partner at Harper Macleod. Education: St Stephen’s Primary School, St Roch’s Secondary, the University of Glasgow and use lots of Apple gear, but when it comes Based in Glasgow but advising clients and the Glasgow Graduate School of Law to reading my preference is to have a physical throughout Scotland, Craig is a key member of book with me. the Corporate team and specialises in advising Was it always your ambition to be a Favourite author? Christopher Brookmyre or family-owned businesses, owner-managed lawyer? From a young age it was. My Mum Neil Strauss. businesses and employee-owned businesses. and I were in a car crash when I was around 10 and I had to give evidence when the insurance Favourite film? Layer Cake. Craig also plays a key role in the firm’s leading litigation went to a Proof at Glasgow Sheriff sports law practice, advising a significant Hobbies? A variety of sports (cycling, football Court. That set me on the route to where I am number of sports governing bodies in Scotland and swimming), going to the cinema and today. I did hesitate and consider becoming on constitutional and corporate governance attending live music events. a Neurosurgeon after my Dad had complex matters through the firm’s relationship with surgery at the Southern General Hospital in Favourite place? I have visited Ibiza more sportscotland, and in having assisted Rod Glasgow, but I think it is fair to say that a than anywhere else in the world, so I would McKenzie with all Corporate matters relating career in law has been my main ambition. have to say there. Craig on ... succession planning for family businesses

N important issue for family-owned • Only 9-10% of family-owned businesses for generations to come. businesses to consider is succession will make it to the third generation. planning. This can often be a difficult Finding a solution conversation to have, as many people In addition, again according to the SFBA: do not like to think about their own The Corporate team at Harper Macleod LLP Amortality. However, it is important for us as • 54% of family-owned businesses are work together with our Private Client team, a trusted legal adviser to ensure that we have controlled by the founding generation; accountants, tax advisers and bankers for a that conversation with our clients. Why is it so • 57% of family-owned businesses have no family-owned business for a holistic approach to important? defined plan for succession; and create a succession plan. • 39% of family-owned businesses expect In conjunction with this, a review of the The facts about family-owned businesses, their Chief Executive Officer / Chairman to wills of the business owners would require to according to the Scottish Family Business retire or leave in the near future. be considered alongside a number of other Association (SFBA), are that 45% of the UK’s documents such as partnership / shareholders’ GDP is generated by family-owned businesses, It is clear therefore that, unless adequate plans agreements, cross option agreements and family some 50% of Scotland’s private sector are made by family-owned businesses to provide trusts / charters. workforce relies upon family-owned businesses for succession, the cliché of a “failure to plan is a This leads to a clear plan being in place, be it for employment and approximately 73% of plan to fail” would apply. passing on to the next generation of the family, Scottish businesses regard themselves as being However, are plenty of examples of family- bringing in new non-family investors or allowing family-owned businesses. In addition to being owned businesses who have bucked the the management team to buy in, passing on the primary generator of wealth for Scottish trend, including John White & Son, a weighing ownership to the employees via an employee business families, it is clear that the continuing solutions business based in Auchtermuchty buy out or carrying out a trade sale. This is not success of family-owned businesses is crucial for which is currently with its eighth generation an exhaustive list of options, but if there is a job prospects and the economy as a whole. and is believed to be Scotland’s oldest family- defined plan for succession, this would allow the However, some other facts from the SFBA owned business having been established in family-owned business and the business family paint a challenging picture: 1715. The business has some way to go to to implement this at the appropriate time to compete with Hoshi (a Japanese traditional inn), ensure the continuing success of the business. • 73% of business families want to pass on which is understood to have been in business to the next generation; with 46 generations since the year 718, but it To find out more about looking after the future • Only 33% of family-owned businesses will proves that with the right advice and guidance, of your business, contact Craig on 0141 227 make it to the second generation; and Scottish family-owned businesses can prosper 9540 or [email protected] COMMENT Q4 DEALS: ANALYSIS

David Leslie head of corporate finance, TOP PERFORMERS PwC in Scotland among Scotland’s Investors/Advisors January 2014 to December 2014 T: 0141 355 4122 INVESTORS: No. of deals Value ACCOUNTANTS: No. of deals Value E: [email protected] Scottish Enterprise* 52 >£125.69m Anderson Anderson & Brown 42 >£12.1m The Royal Bank of Scotland 22 >£218.15m Johnston Carmichael 22 >£9.42m Clydesdale Bank 17 >£26m BDO 17 >£12.4m Maven Capital Partners** 14 >£35.98m PwC 15 >£1.59bn Planning the deal – lots to Lloyds Banking Group*** 11 >£329m Deloitte 15 >£99.5m Archangel 10 £9.84m KPMG 13 >£1.03bn think about Santander 9 >£75.6m EY 11 >£427.7m TRI Cap Simmons & Co International 11 >£418.5m ACCORDING to our latest survey, UK CEOs are the 8 >£6.97m Kelvin Capital Mazars 9 >£15.1m most confident in Europe, with three out of five 7 >£1.24m Par Equity 6 £4.19m Consilium 8 >£15.7m believing there are more growth opportunities for ESM Investments 6 £1.64m Wylie & Bisset 6 >£200m their company today than three years ago. Scottish Equity Partners 5 c. £20.59m Baker Tilly 6 >£154.4m Already this year, we’re seeing an increasing Barclays Bank 4 >£97m Campbell Dallas 6 >£17.3m number of companies come through our doors to HSBC (Scotland) 4 >£42m Haines Watts 6 >£5.5m talk about transaction planning. Souter Investments 4 >£36.68m Grant Thornton 5 >£14.25m With business leaders coming under increasing Business Growth Fund 4 £20.7m Infinity Partnership 5 N/D regulatory and corporate governance pressure, it is Braveheart Investment Group 4 £0.78m Caledonian Economics 3 c. £121m vital that in exploring their potential strategic options; Barwell 3 >£2.7m Craig Corporate 2 £325m whether it is the status quo, restructuring, Private Old College Capital 3 >£0.95m Robb Ferguson 2 >£3.9m Equity investment, refinancing, IPO or a trade sale, Scottish Futures Trust Invest. 2 c. £90m Robertson Craig & Co 2 N/D they ensure their stakeholder objectives are also Lancaster CapitalCATCH-UP2 £0.55m All others & were non-Scottish CONTACT or participated in one deal only. aligned. Equity Gap 2 >£0.08m Whether it is planning a transaction event or Discovery Investment Fund 2 N/D DEAL INITIATORS: No. of deals Value Environmental Energies Fund ensuring the right financial structure is in place to 2 N/D CMS 16 >£268.87m Highland Venture Capital maintain the status-quo, our focus is in helping our 2 N/D Anderson Anderson & Brown 14 >£7.3m clients identify, develop and proceed with a well- *incl.RenewableEnergyInvestmentFund3@£16.25m;ScottishCo-investment Maven Capital Partners 6 £40.65m researched, coherent and agreed strategy that will Fund9@>£2.77m;ScottishInvestmentBank4@c.£39.25m;ScottishPortfolio Simmons & Co International 5 >£52m not only build confidence but deliver value for their Fund1@N/D **incl.ScottishLoanFund4@£4.05m.***incl.Bankof Haines Watts 5 >£5.5m Scotland7@>£20m;LloydsDevelopmentCapital1@£10m. shareholders. Allotherinvestorswerenon-Scottishorparticipatedinonedealonly. Infinity Partnership 5 N/D Harper Macleod 3 N/D But, as we’ve seen with the recent turbulence in the as one of Scotland’s leading advisers to LAWYERS: No. of deals Value 2 N/D financial markets and the fall in oil price, deal activity entrepreneurs, early-stage and high-growth CMS* 98 >£7.72bn Robertson Craig & Co 2 N/D HMcan often be susceptible News to other market factors. businesses, with Entrepreneurial Spark among In addition to dealing with day-to-day internal Burness Paull 83 >£2.5bn Campbell Dallas 1 >£5m 62 >£4.55bn Mazarsthe many clients she advises.1 >£1m Onchallenges, the rise businesses need to ensure they are able You can see the full article on The Lawyer to adapt to the increasing external market pressures Shepherd & Wedderburn** 56 >£1.82bn 1 £0.75m Grantwebsite Thornton here. 1 N/D when planning their deal. Brodies 55 >£633.69m The financial year to 31 March 2015 saw the Harper Macleod PwC 1 N/D With the upcoming General Election and the 51 >£330.82m Corporate team complete 10% more deals than DLA Piper All others either initiated deals in conjunction with the parties possibility of an EU referendum, a number of 46 >£3.13bn Edinburgh - watch this space in the previous financial year. Maclay Murray & Spens 44 >£1.27bn themselves, or were non-Scottish. corporates see political developments as the HBJ Gateley Our dealmaking prowess was highlighted 35 >£497.7m It’s no secret that we’ve been seriously most significant risk to their business this year. MBM Commercial SECTOR BREAKDOWN: No. of deals in the recent Business Insider annual review of 24 >£18.8m expanding our operation in the capital for some Uncertainty over changes to fiscal policy under a Stronachs 23 >£1.04bn dealsnew Governmentin corporate could Scotland also cause over a slowdown 2014. in the Bankingtime &now, finance and we’re running out of 42room to Blackwood Partners 22 >£88.93m Construction 14 numberWe were of new ranked deals insixth the runin the up totable the Election, of put everyone. That’s why we’re moving to DWF 15 >£156m Distribution & wholesale 12 dealmakingmuch like we law saw withfirms the with Scottish 51 deals Referendum. recorded new, much larger premises in the city in the over the calendar year of 2014. Ledingham Chalmers 13 >£11.45m Drinks 20 We will, of course, maintain a close eye on the Macdonald-Henderson immediate future. It’s too early to let you know The tables, the only independent measure of 12 >£14.31m Electronics/IT 75 impact of such macro factors in the coming few MacRoberts exactly where, but we’re sure you’ll like the deals activity in Scotland, show how our team 12 >£6.2m Engineering 21 months as these will have a significant bearing on 11 >£604.67m new location as we continue to service your has grown in strength and depth - back in 2011 Promotions Food & farming 25 activity in 2015. Morisons 10 >£15.98m Hotelbusinesses & leisure no matter where you are39 in Scotland weNevertheless, were 17th, whileand thewere deal up market to 9th remains last year – McClure Naismith 10 >£4.44m or beyond. and we’re not about to stop there. Industry/manufacturing 61 challenging, there is still“money available”out there, WeAnderson highlighted Strathern new corporate Partner7 >£63.1m Craig Marketing & media 22 through M&A, IPO activity or in the debt market. McKerracherMorton Fraser elsewhere, but he was6 just >£17.72m one Motor 6 SammiOne thing blogs is for sure; companies who have carefully of Wrightfive new Johnston Partners & Mackenzie among seven5 promotions c. £14.2m OffshorePersonal legal services at HM101 considered their objectives and options and set out withinVialex the firm. The promotions5 – across >£0.2m the Paper/packaging 6 Bellwether Green Ifa you’re clear plan a regular to deliver reader a transaction of the will bulletin, be better you’ll firm’s Corporate, Private Client, 4Energy >£2.6m & PropertyEver development since we massively expanded48 our positioned to capitalise on any opportunities, and are NaturalCommercial Resources Law Practice and Dispute Resolution4 >£0.5m teams Retail private client team offering a full16 range of know of our athlete ambassador Sammi Grant Smith Law Practice likely to be more successful in their deal. - reinforce our position as Scotland’s4 third >£0.2m largest Services*personal legal services last year, 224the team Kinghorn. She’s been keeping us up to date with BTO 3 >£4.5m her progress towards the World Championships legal partnership, taking the numbers of Partners Textileshas continued to grow. 1 at Kerganthe firm Stewart to 61. 3 >£1.15m Transport 28 later this year with a monthly blog. Most Aberdein Considine To get an idea of what Harper Macleod Four of the promotions came3 in the firm’s N/D *Note: Services includes – Utilities 76; Healthcare 47. recently she’s been rubbing shoulders with Turcan Connell can now do for you in terms of estate private client team, where we continue3 the N/D Some deals fall into more than one sector. Princess Anne and lambing, oh, and buying a Blackadders 2 £7.2m planning, asset protection and much more, campervan. You can read her blogs here. significantBannatyne expansion Kirkwood Franceof last year2 which >£5m created take a look at oneLindsays of the largest specialist practices2 in >£2.7m the our website country.Dallas McMillan or check out International work 2 >£1m Calum I Duncan 2 N/D The Brief, PaulaIain Smith in Hot 100 2 N/D our regular The corporate team hit the headlines recently Jamieson Campbell 2 N/D magazine with a story focusing on Harper Macleod’s Raeburn Christie Clark & Wallace 2 N/D focusing on work in emerging Eastern European economies Each year The Lawyer magazine features its annual*incl Dundas Hot & 100 Wilson of 5 deals the @ brightest £670m. **incl. lawyers 2in deals the @ personal legal such as Romania, as well as the Baltic states. >£35m. All others were non-Scottish or participated in one deal only. issues. Corporate Partner David Kaye is leading the UK and this year our own Paula Skinner has 68 made it into the list. www.insider.co.uk initiative,INSIDER Marchwhich 2015 is giving rise to opportunities for Click on the UK firms abroad, as well as businesses looking to Paula is one of only eight lawyers listed in Corporate section of the Hot 100, alongside front cover enter the Scottish and UK markets. You can read to access the more about it here. contemporaries from some of the biggest firms in the UK. latest copy She won her place thanks to her position Get in touch: HM Corporate contacts

Donald Munro Chris Kerr James MacGregor Partner Partner Partner e: donald.munro@ e: chris.kerr@ e: james.macgregor@ harpermacleod.co.uk harpermacleod.co.uk harpermacleod.co.uk t: 0141 227 9314 t: 01463 795 007 t: 0141 227 9637

Tom Thomas Paula Skinner Jamie Watt Craig McKerracher Partner Partner Partner Partner e: tom.thomas@ e: paula.skinner@ e: jamie.watt@ e: craig.mckerracher@ harpermacleod.co.uk harpermacleod.co.uk harpermacleod.co.uk harpermacleod.co.uk t: 0141 227 9320 t: 0141 227 9271 t: 0131 247 2510 t: 0141 227 9540

For a list of all our recent deals visit www.harpermacleod.co.uk/corporatedealstable