Bdo M&A Snapshots

BDO M&A SNAPSHOTS | 1

BDO M&A SNAPSHOTS Our 2013 Deal Highlights 2 | BDO M&A SNAPSHOTS

ABOUT BDO

BDO UK BDO INTERNATIONAL bn 1 300 Partners 2013 US$6.45 revenue Offices 22 3,500 Staff for exceptional 1,250 Offices 1 Countries 144 56,000 Staff 1No. client service of our 1. US$6.45bn (€4.92 bn) combined fee income 2013 90% clients 76% would recommend us1 already have2

1. Independent research (Mid-Market Monitor 2012 and 2013) undertaken by Meridian West shows BDO has the highest client satisfaction rating among its peers 2. Client Listening Programme 2012/13 BDO M&A SNAPSHOTS | 1

BDO CORPORATE FINANCE What sets us apart

of the world’s most completed deals by countries within active advisers 251 UK Corporate Finance our global network 1 144

over Corporate £8.25bn partners deal value 30 200+ Finance team

An AWARD WINNING for client increase in deal corporate finance service 60% completions 2013 business 1No. 2 | BDO M&A SNAPSHOTS

Expertise through experience

251 deals in 2013 BDO M&A SNAPSHOTS | 3

MAXIMISING VALUE EXPERTS IN SELLING BUSINESSES 4 | BDO M&A SNAPSHOTS MAXIMISING VALUE BDO’s Mergers & Acquisitions team advised on the sale of Branded3 Search Limited to Sale of Branded3 St Ives plc. Search Ltd to Branded3 is a specialist search and digital agency which seamlessly fuses search engine optimisation, social, creative and technical expertise to accelerate business St Ives plc growth. The agency is one of the country’s leading authorities on search. The acquisition represents a continuation of St Ives’ strategy to create a complementary range of digital marketing services that will enable the Group to add further value to existing and new clients.

I could not have picked a better team to work on the sale of my business. My impression of corporate finance houses has always been that they are all about the numbers but the team at BDO proved me wrong. They were committed, passionate and very hard working (I did not realise the amount of work that goes into a deal). Most of all, they smashed the target that I set them. I cannot say more. VIN CHINNARAJA CEO – Branded3 Search BDO M&A SNAPSHOTS | 5 MAXIMISING VALUE

BDO’s Mergers & Acquisitions team advised on the sale of DPM Europe, DPM Sale of DPM Singapore and Lilley and Gillie Charts to Global Navigation Solutions. and Lilley & The acquired businesses distribute marine navigational charts and digital products and provide portfolio management services. GNS is backed by Phoenix Equity Partners Gillie Charts to with the aim of building the world’s leading marine navigational products and services Global Navigation business. The acquisition builds on DPM’s 150 year history and strengthens GNS’s global Solutions presence, especially in the key maritime market of Singapore. BDO was able to use its global network to identify strategic buyers and achieve a premium price for the vendors.

The BDO Corporate Finance team were an excellent choice for our private company owner-operator setup. Their relationships, experience and guidance were instrumental in helping us to successfully navigate the selling process, to both prospective trade buyers and eventual private equity buyers. Their pragmatic advice, commercial mindset and close teamwork were highly valued and I would use them again in the future. JAMES ANDERSON Chairman – Harrison Maritime Industries Limited 6 | BDO M&A SNAPSHOTS MAXIMISING VALUE BDO’s Mergers & Acquisitions team advised the shareholders of Probe Oil Tools on the Sale of Probe Oil sale of the company to Acteon Group. Tools Limited Acteon, a specialist subsea services company with its headquarters in Norwich, is one of the largest firms in East Anglia providing integrated subsea services to the oil, gas to Acteon Group and renewable industries. Limited It has acquired Great Yarmouth-based Probe Oil Tools, a specialist provider of high specification pressure control equipment for the offshore and onshore exploration industries, which was established in 1973 by Managing Director Keith Ford. BDO M&A SNAPSHOTS | 7 MAXIMISING VALUE

BDO’s Mergers & Acquisitions team advised on the IBO of CPA to Cinven and IBO of CPA management. Subsequently we advised CPA Global on the acquisition of First to File Global and Inc. The acquisition represented another step in CPA’s strategy to be a technology leader in the arena of patent renewals and related services. The deal provided CPA acquisition of with document management software that has been specifically developed for the IP industry in the US. The business is based out of Silicon Valley (with the technology First to File Inc by hub being in Boise, Idaho) and provides CPA with a scalable presence on the West CPA Global Coast of the USA.

BDO ran a tight and controlled process involving multiple business streams, which delivered a very successful result for the company. PETER SEWELL CEO – CPA Global 8 | BDO M&A SNAPSHOTS

Revenue US$6.45bn BDO International 144 countries BDO M&A SNAPSHOTS | 9

FINDING INTERNATIONAL BUYERS INTERNATIONAL ACCESS 10 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team advised the shareholders of Trac Group Limited Sale of Trac Group on the sale of the group to US based Sequa Corporation via its subsidiary Chromalloy. Limited to Sequa Sequa is backed by the Carlyle Group. Trac Group is a specialist engineering business machining aerospace and IGT Corporation components for the highly technical “hot part” section of engines as well as tooling design and manufacture. Trac is projecting huge growth driven by many high volume programs such as the Rolls Royce’s Trent XWB and Snecma’s Leap engines, which FINDING INTERNATIONAL BUYERS FINDING INTERNATIONAL benefit from long term order visibility. BDO successfully identified a key strategic international buyer which paid a premium for the group.

The sale of Trac Group represented the culmination of decades of hard work by the shareholders and their families. It was important to see the fruits of that work, so we carefully selected our Corporate Finance adviser to maximise value. BDO was chosen and successfully sourced an international buyer with real strategic motivation to acquire Trac. The sale process was driven with purpose, skill and a hard edged negotiation - BDO was always ahead of the game. The shareholders are delighted with the outcome and would have no hesitation in recommending BDO to others. LEIGH ROBINSON Managing Director and majority shareholder – Trac Group Limited BDO M&A SNAPSHOTS | 11 FINDING INTERNATIONAL BUYERS

BDO’s Mergers & Acquisitions team advised on the sale of Doodson Broking Group Sale of Doodson to Integro Insurance Brokers. Doodson Broking Group is a market leading broker Broking Group to specialising in worldwide live entertainment contingency risk for global touring music acts and performing artists. Integro Insurance With offices based in both the UK and US the group handles over £50m of annual Brokers premium on behalf of insurers and its clients. The sale to Integro, a US based broking group with a growing focus on entertainment and media, further consolidates the Doodson Group as the market leader in its chosen field.

BDO’s Corporate Finance expertise and understanding of our sector was invaluable in securing a successful outcome to what was a complex transaction. They provided us with a high level of support throughout the transaction process and we were impressed with their dedication, reactivity and ability to find creative solutions. Overall they made a significant contribution to getting the deal over the line. NEIL CLAYTON Managing Director – Doodson Broking Group 12 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team advised on the sale of Sterling Security Limited Sale of Sterling to Burg-Wächter KG. Sterling Security is one of the UK’s leading suppliers of locks and Security Ltd to security hardware products. The transaction marks an important step in the internationalisation strategy of the Burg-Wächter KG Burg-Wächter Group. The acquisition will allow the German family owned, safe and security product manufacturer access to the UK market.

FINDING INTERNATIONAL BUYERS FINDING INTERNATIONAL BDO successfully utilised its international network to source an overseas buyer who was willing to pay a strategic premium for Sterling Security.

We were delighted with the BDO team. They quickly identified Sterling’s strategic potential and the IM was first class. Despite challenging market conditions, BDO delivered a comprehensive list of credible suitors, providing flexibility to ensure Sterling went to the best home. They made the overseas purchaser very confident and comfortable in the business and process. In particular, their level headed approach, coupled with quality commercial advice, was vital in successfully delivering an excellent result for the shareholders and the company. TONY KELLY Managing Director – Sterling Locks Limited BDO M&A SNAPSHOTS | 13 FINDING INTERNATIONAL BUYERS

BDO’s Mergers & Acquisitions team advised Mayerton Holdings Limited (“Mayerton”) Sale of Dalian in relation to the sale of its Chinese subsidiary, Dalian Mayerton Refractories Limited Mayerton to Magnesita Refractorios S.A. from Brazil. Mayerton is a leading manufacturer and supplier of high quality refractories and Refractories Ltd tailor-made refractory solutions for the global iron and steel industry and to other refractory consuming industries worldwide. This was a complex transaction in which we worked with the BDO International M&A network including the BDO Shanghai office. Once the Sale had been agreed a period of time had to elapse for Chinese regulatory approval of the sale to go through.

The UK based BDO team travelled to China to get a thorough understanding of the business and used their international network to access global players in the sector including the purchaser, Magnesita from Brazil. They continued to support us through lengthy discussions on a complex cross border transaction including advice on the completion mechanics. BDO helped us secure a strategically important transaction for the group. MELVYN FOOKES Finance Director – Mayerton Holdings Limited 14 | BDO M&A SNAPSHOTS

No.1 for exceptional client service 251 deals in 2013 BDO M&A SNAPSHOTS | 15

MID-MARKET M&A ADVICE TO THE BOARDROOM 16 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team advised on two separate transactions for Sale of Neilson and Thomas Cook; the sale of Neilson Active Holidays to Risk Capital Partners and the Essential Travel for sale of Essential Travel to Holiday Extras. The two transactions form part of Thomas Cook’s strategy to simplify its business and focus on its core product offering. Thomas Cook Neilson is a hugely respected brand in the active holiday space, providing action packed ski, sailing and beach club holidays. Risk Capital backed the incumbent management team in November 2013 to build on its enviable brand and invest in its growth. Essential Travel is a UK provider of travel ancillary products such as airport parking, airport hotels, travel insurance and lounge passes. BDO sold the business for Thomas Cook in December 2013 to the UK’s market leading ancillary travel provider, Holiday Extras. MID-MARKET ADVICE ON MID-MARKET ADVICE SELLING AND BUYING BDO M&A SNAPSHOTS | 17 MID-MARKET ADVICE ON SELLING AND BUYING SELLING AND MID-MARKET ADVICEON

BDO’s Mergers & Acquisitions team advised VINCI Energies SA (“VINCI”) on the VINCI Energies cross-border acquisition of Mentor IMC Group Limited (“Mentor”), a global oil and gas SA acquisition of project resource specialist. With 64,000 employees and revenue of €9 billion in 2012, VINCI is a European market leader in energy and information technology services. Mentor IMC Group It also operates outside Europe, working on major projects and providing specialist services. Headquartered in London, Mentor generates annual consolidated revenue of £60 million, mainly in Australia, North America and South-East Asia. The acquisition of Mentor broadens the customer base of VINCI’s oil and gas business in countries with strong growth potential.

VINCI Energies GSS Oil & Gas, have used the services of BDO UK for a successful process of acquisition. BDO was involved from start till the end of the acquisition process. They participated in the review and analysis of the sellers documents and the definition of our winning strategy. During all the process, BDO constantly showed key strengths which were part of our success: easy access and availability, professionalism and quality in their recommendations. We would not hesitate to recommend BDO. JEAN-MICHEL LANG Managing Director – Vinci Energies GSS Oil & Gas 18 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team advised Care Monitoring & Management Limited Care Monitoring (“CM&M”) on the acquisition of Panztel. CM&M already owns CM2000, which acquisition of delivers award-winning homecare monitoring, scheduling and financial management solutions to 90 Local Authorities and 700 independent and third sector care providers. Panztel The acquisition of Panztel, which has operations in New Zealand and the UK, allows CM&M to strengthen its portfolio of technology solutions for the social & health care sector but more significantly allows CM&M to expand into Facilities Management and new overseas markets. MID-MARKET ADVICE ON MID-MARKET ADVICE SELLING AND BUYING BDO have delivered a fantastic result for the Shareholders, they demonstrated a great understanding of Panztel and its overseas sister companies, particularly as the risk profile changed during the due diligence process. BDO’s highly experienced team was dedicated throughout and we found the team well able to deal with the international dimensions of the deal and very well versed in accounting matters which helped secure an excellent deal for us. This transaction took a year to complete and they were very approachable throughout and we trusted them implicitly to give us the right advice. We would certainly use the team again on any future transactions. PETER LONGMAN CEO – Care Monitoring & Management Limited BDO M&A SNAPSHOTS | 19 MID-MARKET ADVICE ON SELLING AND BUYING SELLING AND MID-MARKET ADVICEON

BDO’s Mergers & Acquisitions team advised the management team of Fishawack Secondary buy Limited, a leading independent medical communications agency with operations in out of Fishawack the UK, Switzerland and America. Funding for the transaction was secured from Growth Capital Partners which helped funded by Growth to facilitate an exit for the incumbent funder (YFM) and also provided funds to make Capital Partners further planned international acquisitions. In addition to the competitive auction process, the BDO M&A team assisted the management team with their business plan which included a detailed set of financial projections. Deal structuring advice was also provided to the management team, with the BDO M&A team working closely with the BDO tax team to ensure the tax implications were considered at every step of the process.

Fishawack’s Secondary Buy Out has been an incredibly involved and complex transaction. I have no doubt it was largely down to the skill and tenacity of the team at BDO that we got over the line. At all times we were given best advice and kept focused on completing the deal. I look forward to working with the team again as we progress our acquisition plans. DOMINIC MILLER Chief Financial Officer – Fishawack Limited 20 | BDO M&A SNAPSHOTS

One of the most active advisers to AIM companies BDO M&A SNAPSHOTS | 21

FINANCIAL ADVISER AND SPONSOR PLC ADVISORY 22 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team acted as sponsor and financial adviser to Sponsor on up to Foresight Solar VCT plc on a £20m offer for subscription of a new share class for its £20m fund raising Solar VCT. The issue was achieved in a very tight timescale in order to make full use of the tax breaks available to VCTs before the 2012/13 tax year end. by Foresight Solar BDO acted as sponsor on the original launch of Foresight Solar VCT plc in 2010, which VCT raised approximately £40m. The various Foresight VCT’s are managed by Foresight Group LLP. FINANCIAL ADVISER AND SPONSOR FINANCIAL ADVISER

BDO showed a real understanding of what we were trying to achieve with the recent £20m offer by our Solar VCT which enabled us to maximise efficiencies and minimise the time required to bring the product to the market place. I would be happy to widely recommend BDO’s corporate finance team following this experience. GARY FRASER Partner – Foresight Group BDO M&A SNAPSHOTS | 23 FINANCIAL ADVISERSPONSOR AND

BDO’s Mergers & Acquisitions team acted as financial adviser to Seven Technologies Recommended offer Holdings Limited in connection with its recent takeover offer for AIM listed Datong for Datong plc plc. Seven is a leading UK based company in the field of specialist electro-optics and rugged computer systems for use in hostile environments. Datong provides covert surveillance, tracking and location systems to defence, security and law enforcement agencies. The recommended all cash offer for Datong was financed by Seven’s existing cash resources, new bank debt and funds provided by YFM Equity Partners. A significant number of irrevocable undertakings were received from shareholders to accept the offer and the offer was declared unconditional within four weeks.

As our first public to private acquisition, it was essential that we had an experienced adviser to steer us through the process, and BDO delivered. RICHARD MOON Chairman – Seven Technologies Holdings Ltd 24 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team acted as sponsor and financial adviser to Alpha Sponsor and UK Multi Property Trust plc on a complex refinancing. The company is a listed financial adviser to property fund that invests primarily in a portfolio of higher yielding UK commercial property. Over the course of several months the BDO team worked with the directors Alpha UK Multi and the investment manager, Alpha Real Capital, to assess the options for refinancing Property Trust the existing debt within the company. This involved keeping the market regularly informed on developments relating to its debt facilities and obtaining shareholder approval to extend the continuation period

FINANCIAL ADVISER AND SPONSOR FINANCIAL ADVISER plc on a £65m of the fund to match the term of the new five year debt package. The debt financing refinancing comprised a £33.5 million senior loan facility, a £20 million mezzanine loan facility and a £11.5 million unsecured loan from Alpha Real Trust Limited. Alpha Real Trust, is also managed by Alpha Real Capital and its loan facility replaced its previous holding of convertible unsecured loan notes in the company. The refinancing provides a strong platform from which to pursue the company’s strategy of rebuilding shareholder value over the medium to long term.

BDO delivered a high quality service with a combination of dedication, pragmatism and timely advice on a number of issues by working with us at every turn to achieve a successful refinancing. Their advice and discussions with the FCA were crucial in order for the transaction to complete. We would have no hesitation in recommending BDO’s Corporate Finance team following this experience. RISHI ADATIA Director – Alpha Real Capital BDO M&A SNAPSHOTS | 25 FINANCIAL ADVISERSPONSOR AND

BDO’s Mergers & Acquisitions team acted as sponsor and financial adviser to Hazel Sponsor and Renewable Energy VCT1 and VCT2 on a £59.6 million buy-out of other investors in six financial adviser to solar generation companies in which the two VCTs held an existing investment. The team advised the directors of each VCT on the terms of the transaction which had Hazel Renewable been arranged by the companies’ investment manager, Hazel Capital. Energy VCTs VCTs The funding for the buy-out was provided by a £65 million long term loan, the capital for which was raised in the bond markets and represented a lower cost source of on a £59.6 million finance. The loan also provided additional capital for further investments by the companies and allowed for the payment of a future special dividend. buy-out In order to complete this novel transaction, it required shareholders to approve a change to the investment policy of the companies on which the BDO team provided advice and managed discussions with the FCA.

BDO Corporate Finance team delivered a high quality service with an understanding of what we were trying to achieve throughout the transaction. Their advice and discussions with the FCA were essential in order for this transaction to complete as there were a number of unique and difficult issues. The BDO team delivered and we would be happy to recommend them. BOZKURT AYDINOGLU Partner – Hazel Capital 26 | BDO M&A SNAPSHOTS

Over 30% of our deals had PE involvement BDO M&A SNAPSHOTS | 27

BRIDGING THE GAP BETWEEN ENTREPRENEURS AND PRIVATE EQUITY UNDERSTANDING PRIVATE EQUITY 28 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team advised ECI Partners on its majority investment in Acquisition of premium rail travel company, Amber Travel. Amber Travel is the leading provider of UK Amber Travel by domestic and outbound escorted group rail holidays operating under the brands Great Rail Journeys, Treyn and RailSelect.com. ECI Partners Amber Travel generated turnover of £67m in the year-ended 30th September 2012 and continued its impressive growth trend in 2013. Its client base, typically aged 55+ has been incredibly resilient throughout recent years. Amber is well placed to benefit from favourable demographics, an uptick in consumer spending and growing enthusiasm for rail travel. The Amber Travel deal continues a long line of successful travel transactions for BDO. BRIDGING THE GAP BETWEEN ENTREPRENEURS AND PRIVATE EQUITY AND PRIVATE GAP BETWEEN ENTREPRENEURS THE BRIDGING BDO M&A SNAPSHOTS | 29 BRIDGING THE GAP BETWEEN ENTREPRENEURS AND PRIVATE EQUITY

BDO’s Mergers & Acquisitions team advised the shareholders of Red Hot World Buffet Buy-out of Red (“RHWB”) on a buy-out of the group backed by Risk Capital Partners LLP (“RCP”). Hot World Buffet RHWB is the UK’s leading buffet restaurant group employing over 600 people and operating from seven large sites across the UK. The group offers fixed price, all-you- supported by Risk can-eat dining and a range of cuisines including, amongst others, Italian, Chinese, Capital Partners Indian, British, Tex-Mex and Japanese. RCP’s investment also provided development capital to upgrade the existing estate as well as growth funding for new sites.

The BDO M&A team provided fantastic support to us throughout the transaction process and we built a very strong relationship with all key members of the team. They demonstrated a tenacious, indefatigable approach to deal-doing which, combined with their restaurant sector knowledge and private equity investor contacts, meant they helped us achieve a fantastic result. I very much look forward to working with them again in the future. HELEN DHALIWAL Founder – Red Hot World Buffet 30 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team advised on the successful Secondary Buy Out of Secondary buy out CableCom Networking Holdings Limited (“CableCom”) by Inflexion Private Equity of CableCom by Partners LLP (“Inflexion”). CableCom had been an Isis Private Equity investment since 2007. It designs, installs Inflexion Private and manages the network required to deliver Digital Media Platforms and services Equity into multiple occupancy accommodation. The business operates across niche markets serving captive communities in higher education, local authority social housing, key worker accommodation and the high density private residential sector.

It was a great performance by BDO. The team worked exceptionally hard and made a big contribution to how we analysed and executed the transaction. They did a top job on a number of essential work streams, adding significant value throughout the process. BDO’s efforts and insight were fundamental to our assessment of the business.

GARETH HEALY Investment Director – Inflexion Private Equity BRIDGING THE GAP BETWEEN ENTREPRENEURS AND PRIVATE EQUITY AND PRIVATE GAP BETWEEN ENTREPRENEURS THE BRIDGING BDO M&A SNAPSHOTS | 31 BRIDGING THE GAP BETWEEN ENTREPRENEURS AND PRIVATE EQUITY

BDO’s Mergers & Acquisitions team advised Inzpire Ltd on a Partial sale to Private Partial sale of Equity. Inzpire Ltd is one of the UK’s leading privately owned defence companies Inzpire Ltd to the providing software and support services to the MOD, including major projects such as the training of Apache Helicopter pilots and the development of the Graphical Baltic Consortium Electronic Cockpit Organiser “GECO”. The business has achieved dramatic sales growth off the back of major contract wins with the MOD and turnover is predicted to more than double over the next two years with the company having agreed their first international contract. This transaction backed by The Baltic Consortium has enabled the shareholders of Inzpire Ltd to personally de-risk. The Baltic Consortium are introducing onto the board a number of key directors, who have considerable business acumen and will assist the existing management team with their already successful expansion plans.

BDO were a joy to work with and provided us with consistently excellent and pragmatic advice over an extended period of time. They worked exceptionally hard to ensure that we got the best terms possible from our investors and generated an excellent deal for us, the vendors. As well as being very good negotiators and technically very proficient; they were enormous fun to work with and made what could have been a very stressful process very enjoyable. I would highly recommend BDO as Corporate Finance advisers and will go out of my way to engage them again when the need arises. HUGH GRIFFITHS CEO – Inzpire Limited 32 | BDO M&A SNAPSHOTS

award winning Corporate Finance Advice BDO M&A SNAPSHOTS | 33

HELPING MANAGERS ACHIEVE THEIR AMBITIONS MANAGEMENT BUY OUT 34 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team advised the management team on what was Management advice a highly competitive auction for Inenco Holdings Ltd. Inenco Group, a division of on acquisition of EnServe Group, is the UK market leader in strategic energy management, procurement and risk management solutions. Inenco Holdings The company has experienced 25% organic EBITDA CAGR since 2010 and has a Ltd current EBITDA of over £14m. HELPING MANAGERS ACHIEVE THEIR AMBITIONS HELPING ACHIEVE MANAGERS BDO M&A SNAPSHOTS | 35 HELPING MANAGERS ACHIEVE HELPING THEIR AMBITIONS

BDO’s Mergers & Acquisitions team advised the management of D&D London on the Management LDC-backed management buyout of this market leading restaurant operator. D&D Buyout of D&D London is one of the world’s leading high-end dining groups. It owns and manages some of the most successful and iconic modern restaurants across major gateway London backed by cities with over 30 restaurants in London, New York, Paris and Tokyo. The group has also launched a boutique hotel, South Place in London which opened in 2012, LDC representing an exciting growth area for the business. BDO worked with management to ensure an excellent deal for all concerned. 36 | BDO M&A SNAPSHOTS

One of the most active advisers in the world BDO M&A SNAPSHOTS | 37

FUNDING FROM THE RIGHT SOURCE RAISING FINANCE 38 | BDO M&A SNAPSHOTS

BDO’s Mergers & Acquisitions team advised Molly Wind, a group of experienced Fundraising for wind developers to raise non-recourse project finance to construct a 15MW onshore Molly Wind wind farm in County Fermanagh, Northern Ireland. The farm will deploy five Vestas V90 3.0MW wind turbines to capture the prevailing South-Westerly winds and will neighbour the operational 54MW Slieve Rushen wind farm. All the renewable electricity generated will be sold to the National Grid and earn guaranteed revenues over the 20-year project period from the sale of Renewables Obligation Certificates (‘ROCs’). FUNDING FROM THE RIGHT SOURCE THE RIGHT FUNDING FROM

We have had a very good relationship with BDO since we started working with them on a fundraising engagement at the end of last year. During this time BDO have provided support and advice on all aspects of the project’s financing and structuring; at a bird’s eye level as well as providing very detailed and granular advice when needed. BDO’s industry experience meant they quickly understood the opportunity and our business which allowed them to react and respond quickly to transaction processes when required urgently. KEVIN LUNNEY Director – Molly Wind Limited BDO M&A SNAPSHOTS | 39 FUNDING FROM THE RIGHT SOURCE

BDO’s Mergers & Acquisitions team advised Woodpecker Energy, a UK based Fundraising for manufacturer of wood pellet and wood chip biomass boilers, on the set up of Woodpecker Roundwood Energy, an energy services company (ESCO) and supported them to raise start up capital, including from the Green Investment Bank. One of the first deals to Energy use project finance type structures to support smaller scale biomass installations, it is proving to be a template for institutional investment into this sector. Under this ground breaking solution, Roundwood Energy will be responsible for financing, installing, maintaining and fuelling new renewable heating systems in return for the secure income stream offered by the government’s Renewable Heat Incentive (RHI). Roundwood’s customers in turn benefit from receiving efficient and low carbon heating systems without having to incur the upfront capital investment. The £10m investment will allow Roundwood to replace around 100 inefficient heating systems across the UK with cheaper, greener biomass systems, including in care homes, schools, leisure facilities and local authority projects.

We are delighted to have received the support and backing of both the UK Green Investment Bank and Equitix. The support that BDO provided to us to secure this investment from these top tier investors was excellent and spanned the initial review of target investors through to contract negotiations. BDO’s support has allowed us to offer a groundbreaking long-term solution for customers to reduce their energy bills and their carbon emissions without the need for up-front capital investment. PAUL HUGHES CEO – Woodpecker Energy 40 | BDO M&A SNAPSHOTS

BDO’s Debt Advisory team advised Rixonway, the UK market leader in the design, Rixonway production and manufacture of rigid kitchens to the social housing market. Debt financing Sizeable investment in machinery, IT systems and automated production processes over the last 5 years has resulted in a low cost base with high scalability. The business is now ideally positioned to benefit from recent funding changes which have added to certainty over social housing budgets. It can also diversify its revenue streams by increasing its exposure to the revived private housing market. Following a competitive debt process, the company refinanced its existing bank debt FUNDING FROM THE RIGHT SOURCE THE RIGHT FUNDING FROM and a large portion of its sponsor’s loan notes. The new debt structure comprised of a combination of invoice, plant and property finance, as well a tranche of term debt.

BDO Debt Advisory played a pivotal role in identifying an innovative funding solution. Their expert advice and quality execution support delivered a highly successful debt process. IAN GRANT Partner, August Equity (Rixonway’s sponsor) BDO M&A SNAPSHOTS | 41

SECTORS Introducing a selection of our deals 42 | BDO M&A SNAPSHOTS

A SELECTION OF DEALS BUILDING AND CONSTRUCTION

ABRACS BANAH UK BTS GROUP CLAYDON SKIP HIRE

BTS Group Ltd, which Banah UK successfully provides overhead power completed fundraising line engineering and tree Newco purchase 100% provided by a combination of management services to utility Claydon Skip Hire Ltd of a leading distributor of grant sources and a private companies, acquired OBO acquired All Waste Solutions Abrasives products. investor. Scaffolding Company Ltd. Ltd.

FP MCCANN FRANK KEY GROUP HEWLETT CIVIL OEC GROUP NORWAY ENGINEERING

FP McCann Ltd acquired the Sale of Dyson Group builders’ trade & assets of the Precast merchant subsidiary The Sale of Hewlett Civil Concrete Business from Builders Centre Sheffield to Engineering Ltd and RPS Group Plc acquired OEC Tarmac Building Products. Frank Key Group. associated companies. Group (Norway).

PARKERAY RIGISYSTEMS TARSUS GROUP G&H ENGINEERING

Tarsus Group plc acquired Sale of G&H Engineering 51% of Indonesian exhibition Services Limited, a organiser PT Infrastructure manufacturer of gaskets, nuts, VIMBO to facilitate succession Management Buy Out of Asia from PT Event Pro bolts and packaging to ERIKS plan. Rigisystems Limited. International. Industrial Services. BDO M&A SNAPSHOTS | 43

BUSINESS AND SUPPORT SERVICES

CPA GLOBAL DSV ECHO MS FOUR TIMES ENTERPRISES

Smedvig invested in Four Times Enterprises Limited, Acquisition of Bristol call parent of Kings Court Trust, a CPA Global acquired First to DSV acquired SBS Worldwide centre by Echo Managed company offering probate and File Inc. (Holdings) Limited. Services. repatriation services.

HSS HIRE SERVICES INENCO The team at BDO provided a full advisory service on the TD Travel MBO ranging from comprehensive buy-side advisory support, to financial, tax and regulatory due diligence and Management team tax structuring. Their Multi Stream approach meant that all aspects of the transaction were coordinated to ensure that the desired result was achieved with minimal disruption. This is a Vitruvian Partners acquisition fantastic outcome for the Management Team and LDC of Inenco Holdings with as it provides a platform for the continued Growth of TD Acquisition of UK Platforms by the financial support of Travel. HSS Hire Services. Intermediate Capital Group. IAN WHITE Commercial Director – TD Travel Group

MWB BUSINESS ROMANS GROUP SERVEST GROUP SITEX ORBIS EXCHANGE

Servest Group Ltd acquired Response to the offer made by Acquisition of Romans Group Imrie Stewart Plc and its Marley Acquisitions for MWB (estate agency chain) by subsidiary Maxwell Stewart Acquisition of Sitex Orbis by Business Exchange plc. Bowmark Capital LLP. Maintenance Limited. Sullivan Street Partners. 44 | BDO M&A SNAPSHOTS

A SELECTION OF DEALS CONSUMER

AMBER TRAVEL D&D LONDON DRAKE AND MORGAN FEVERTREE

LDC backed the management buyout of premium restaurant group D&D London, which LDC backed (the Capital owns over 30 restaurants in Acquisition of Drake and Replacement of) Fever-Tree, ECI Partners invested in London, Leeds, Paris, New Morgan Limited (bar chain) by the UK’s leading premium Amber Travel. York, Istanbul and Tokyo. Bowmark Capital LLP. tonic water and mixers brand.

HAWKSMOOR HOTELSCENE GROUP ISANGO! PLANET CRUISE

Graphite Capital backed the management buy-out of Planet Cruise Ltd (an online Hawksmoor, operator of four TD Travel Holdings Limited Tui acquired isango!, the and TV cruise retailer) sold to successful, high-end steak acquired Hotelscene Group online travel agent selling Iglu.com supported by Growth restaurants in London. Limited. tours and activities. Capital Partners.

PLUM ORGANICS POKERSTRATEGY.COM REDHOT THOMAS COOK

Darwin Private Equity sold its portfolio company Plum Baby Private equity investor Risk Limited to Plum Organics, Capital Partners acquired a in return for shares in Plum Acquisition of PokerStrategy. majority holding in Red Hot Thomas Cook sold Nielson Organics. com. World Buffet. and Essential Travel. BDO M&A SNAPSHOTS | 45

FINANCIAL SERVICES

CAR LOAN 4U DOODSON JTC GROUP MITON GROUP

JTC Group has acquired Miton Group plc acquired Scottish Equity Partners Sale of Doodson Broking Herald, a trust administration PSigma Asset Management invested in Car Loan 4U, an Group to Integro Insurance business based in the Channel Holdings Limited from Punter online car finance broker. Brokers. Isles. Southall Group Limited.

POCKETLIVING SIMPLYBIZ VALIDUS YFM

LDC backed management GLE invested in Pocket Living Simplybiz Ltd acquisition of buy-out of Validus IVC Ltd Sale of YFM Private Equity to Limited. Staffcare Ltd. (“Validus”). management.

We were impressed with BDO’s commitment to the transaction and their seamless delivery within our tight timescale. They took time to understand our needs and maintained a high level of communication throughout the process. In short, they understood the requirements of private equity transactions. We would have no hesitation in recommending their services to other potential clients. PHILIP SHAPIRO Managing Partner – Synova Capital 46 | BDO M&A SNAPSHOTS

A SELECTION OF DEALS HEALTHCARE AND LIFE SCIENCES

BENCHMARK HOLDINGS CEUTA HEALTHCARE EAKIN GROUP FISHAWACK

Investment in Ceuta Eakin Group acquired Labont Benchmark Holdings Ltd Healthcare Limited by Ltd, a Dispensing Appliance acquired Viking Fish Farms Juggernaut Capital Partners Contractor for stoma care GCP acquisition of Archimed Ltd. (JCP), based in the US. products. Medical by Fishawack.

KINAPSE BDO has worked closely with us at each stage of the sale process. The team quickly established a strong understanding of the business and its markets and built up a rapport with both management and staff, which helped smooth the transaction process. I was impressed with their work ethic, availability and commitment to meeting the timescale, which was at times very challenging. SHELAGH ROGAN Investment in Kinapse Ltd by Finance Director – Advanced Childcare Limited Synova Capital.

NETSCIENTIFIC PLANT HEALTH CARE PRIMARY HEALTH SIMPLYHEALTH PROPERTIES

AIM IPO of NetScientific BDO advised on the Acquisition of Gracemount Simplyhealth, a health plc raising £30m of gross company’s placing of new Medical Centre Ltd by Primary insurance provider, acquired proceeds. ordinary shares. Health Properties plc. retail outlets. BDO M&A SNAPSHOTS | 47

INDUSTRIALS

ASCOT DOORS HENRY HALSTEAD MAYERTON HOLDINGS NORMAN HAY PLC

Mayerton Holdings Limited in relation to the sale of its Park-Ohio Holdings Corp Chinese subsidiary, Dalian Sale of Ascot Doors Ltd to completed the acquisition of Mayerton Refractories Limited Norman Hay Plc acquisition German group Dorma. Henry Halstead Limited. to Magnesita Refractorios S.A. of Sterr & Eder.

ORWELL TRUCKS PLASTICS CAPITAL PROBE OIL TOOLS RIXONWAY KITCHENS

ORWELL TRUCKS

Sale of Orwell Trucks Ltd to Imperial Holdings Ltd, a Plastics Capital plc acquisition Advice to Company on provider of logistics, leasing of a Chinese manufacturer of Sale of Probe Oil Tools Ltd refinancing of bank debt and and insurance services. creasing matrix. to Acteon. sponsor loan notes.

STERLING SECURITY THERMOTECH TRAC GROUP VINCI ENERGIES SA

MBI of Fire and Air Services, a fire protection and air conditioning installation and maintenance provider, Sale of Sterling Security supported by Foresight Sale of Trac Group to Sequa VINCI Energies SA acquisition Limited to Burg-Wächter KG. Ventures. Corporation. of Mentor IMC Group. 48 | BDO M&A SNAPSHOTS

A SELECTION OF DEALS NEW ENERGY AND ENVIRONMENT

ACTIVE ENERGY GROUP BALCAS FORESIGHT SOLAR FUND GREENCOAT UK WIND

Active Energy Group plc acquired Nikofeso Holdings Limited. Nikofeso specialises Balcas Limited, one of the in exporting woodchips for largest sawmilling and wood biomass power generation pellet suppliers in the UK and LSE IPO of Foresight Solar Secondary quoted equity issue and mdf manufacturing. Ireland set up biomass ESCO. Fund Limited. of Greencoat UK Wind plc.

GREENSPHERE CAPITAL HERMES RPS GROUP RPS GROUP INFRASTRUCTURE FUND

Hermes Infrastructure Fund Western Bio-energy acquired acquisition of 50% of 72MW RPS Group Plc on their RPS Group Plc on their by funds under management operating wind farm in acquisition of Asia-Pacific ASA acquisition of Ichron Limited of Greensphere Capital. Scotland. Pty Ltd. in the UK.

THE RENEWABLES WOODPECKER ENERGY We were very happy with the professional, INFRASTRUCTURE GROUP proactive and pragmatic way BDO approached their work on our recent acquisition, keeping us well informed about Woodpecker Energy set up progress along the way. Roundwood Energy, an energy services company (ESCO) and raised start up capital, which DALE TODD Prospectus in respect of the included funds from the Green Financial Director – Maintel Plc seed portfolio to be acquired. Investment Bank. BDO M&A SNAPSHOTS | 49

TMT

BLUEFOCUS BRANDED3 SEARCH CABLECOM NETWORKING CM2000

BlueFocus Communication Group Co. Ltd acquisition Branded3 Search Ltd (a SEO of a majority stake in We and digital marketing agency) Secondary buyout of Are Social, a specialist social sale of the company to St CableCom Networking backed CM2000 Limited acquired media agency network. Ives plc. by Inflexion. Panztel Limited.

FISHAWACK GAMESYS GROUP GAYDAR IOMART

Acquisition of Redstation, a provider of colocation, web Secondary Buy-Out of hosting and dedicated server Fishawack, a North West Gamesys Group acquired solutions, by iomart group medical communications certain assets and liabilities plc, one of Europe’s largest agency, funded by Growth of Virgin Games under a Management Buy-Out of providers of cloud computing Capital Partners. Business Purchase Agreement. Gaydar. services.

KEYWORDS LAW BUSINESS MANDATA LTD USWITCH RESEARCH

Synova Capital LLP acquired Mandata Ltd a leading Acquisition of Law Business provider of software as a Research Limited by Bowmark service to the UK haulage and LDC backed the MBO of AIM IPO. Capital LLP. logistics market. uSwitch.com. 50 | BDO M&A SNAPSHOTS

MERGERS AND ACQUISITIONS PARTNER AND DIRECTOR TEAM

PATRICK ABEL TIM CLARKE PETER HEMINGTON Partner Partner Partner t: +44 (0)114 223 1703 t: +44 (0)113 204 1211 t: +44 (0)20 7893 2344 e: [email protected] e: [email protected] e: [email protected]

JAMIE AUSTIN GARETH DAVIES SIMON LING Partner Director Director t: +44 (0)7771 928 208 t: +44 (0)20 7893 3885 t: +44 (0)121 352 6265 e: [email protected] e: [email protected] e: [email protected]

JAMES BARRACLOUGH KEITH FERGUSON ROSS MCDONALD Director Partner Director t: +44 (0)129 359 1193 t: +44 (0)1473 320 755 t: +44 (0)20 7893 2192 e: [email protected] e: [email protected] e: [email protected]

ROGER BUCKLEY JOHN GILLIGAN NEIL MCGILL Partner Partner Director t: +44 (0)121 352 6213 t: +44 (0)20 7893 3676 t: +44 (0)141 249 5232 e: [email protected] e: [email protected] e: [email protected]

SATVIR BUNGAR MARTIN GOULDSTONE HELEN O’KANE Director Director Director t: +44 (0)121 352 6347 t: +44 (0)20 7034 5836 t: +44 (0)23 8088 1792 e: [email protected] e: [email protected] e: [email protected] BDO M&A SNAPSHOTS | 51

RUTH PERCIVAL JOHN STEPHAN ADAM WHISTANCE Partner Partner Director t: +44 (0)161 833 8345 t: +44 (0)121 265 7264 t: +44 (0)121 352 6259 e: [email protected] e: [email protected] e: [email protected]

MICHELLE RONAN HARRY STOAKES JASON WHITWORTH Director Director Partner t: +44 (0)20 7893 3771 t: +44 (0)20 7893 2307 t: +44 (0)113 204 1237 e: [email protected] e: [email protected] e: [email protected]

PAUL RUSSELL JAMES THOMAS STEVE WOOLMER Partner Director Director t: +44 (0)238 088 1796 t: +44 (0)20 7893 3084 t: +44 (0)20 7893 2385 e: [email protected] e: [email protected] e: [email protected]

NICOLA SARTORI SUSAN WALKER Director Director t: +44 (0)20 7893 3015 t: +44 (0)20 7893 2388 e: [email protected] e: [email protected]

LAURA SHAW MICHAEL WARE Partner Partner t: +44 (0)117 930 1629 t: +44 (0)20 7893 3354 e: [email protected] e: [email protected] This publication has been carefully prepared, but it has been written in general terms and should be seen as broad guidance only. The publication cannot be relied upon to cover specific situations and you should not act, or refrain from acting, upon the information contained therein without obtaining specific professional advice. Please contact BDO LLP to discuss these matters in the context of your particular circumstances. BDO LLP, its partners, employees and agents do not accept or assume any liability or duty of care for any loss arising from any action taken or not taken by anyone in reliance on the information in this publication or for any decision based on it.

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