Putting Our Money Where Our Mouth Is
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HM Dealmakers Third Quarter, 2015 Putting our money where our mouth is Would you use a hairdresser with a expanded Edinburgh office. It also terrible haircut? Would you go to a tells you that we don’t just talk about dentist with teeth like tombstones in deals when your assets are at stake, In this edition ... an abandoned cemetery? Should you we happy to put our own money Latest deals ... use an adviser who wouldn’t take their where our mouths are. Some of our recent activity own advice? So there may be deals going on in News and contacts To get a real insight into what the legal sector, but what about All the latest news from the any service provider is really like, elswhere? Our team is continuing to Corporate team and Harper sometimes you have to see what they see increased volume but the overall Macleod at large do for themselves. picture is as uncertain as the overall economic picture. At the uber M&A This quarter a couple of the deals level, activity has never been higher activity – including a prestigious we feature are unusual in that one but, let’s be honest, that’s not where award win for one of the deals we party was our firm itself. We acquired most of Scotland’s corporate scene advised on last year - meet a new certain parts of the assets of McClure sits. member of our team, get some Naismith following that firm entering interesting legal updates and find out administration, and we also acquired Sector by sector the picture varies, but more about what’s been going on at the firm of Dowle, Smith & Rutherford one thing that’s not in doubt is the Harper Macleod. in Shetland. appetite to get deals done. It may be that achieving them takes a bit more What does this tell you? Well, it tells give and take, and innovation, than in To find out more about what you that Harper Macleod is in great the past but that is where we come in. our team can do for you, visit shape, with the deals bringing in seven harpermacleod.co.uk or email new Partners, including adding Scott In this edition of HM Dealmakers donald.munro@harpermacleod. Kerr to the Corporate team in our you’ll see highlights of our recent co.uk RECENT DEALS DEAL HIGHLIGHT: DEAL HIGHLIGHT: DEAL HIGHLIGHT: CROWDFUNDING ACQUISITION DISPOSAL Find a Player Ltd Bell Fire and Security Contact Advantage Value: £149,000 Holdings Limited Value: Undisclosed Lead Partner: Paula Skinner Value: undisclosed Lead Partner: Chris Kerr Completed: September 2015 Lead Partner: Paula Skinner Completed: September 2015 Location: Glasgow Completed: September 2015 Location: Scotland Location: Paisley Harper Macleod advised early stage Led by Chris Kerr (Partner, Corporate), company Find a Player on its equity Harper Macleod acted for Bell Fire the corporate team completed the sale crowdfund which was run on the Seedrs and Security Holdings Limited in the of Contact Advantage to UCS European platform. Find a Player has designed purchase and restructure of the Bell Holdings, a subsidiary of Reynolds a multi-platform app which makes it Holdings (Paisley) Limited group which & Reynolds, a US based technology easier to find players for and organise is a family business established in 1985, company. Contact Advantage, a sports, games and event. It can be used providing maintenance of alarms and Glasgow based software developer, to allow individuals to find players/ security systems services. is one of the UK’s leading creator of teams and sports teams find individuals In addition to acting on all aspects products and services to car dealerships in their local area. Find a Player managed of the purchase, we advised on the and manufacturers, including an to raise over £149,000, well ahead of structure of the purchasing vehicle and application for a Customer Relationship the target £110,000 they set on the various property elements. Management system. platform. The company intends to use Paula Skinner (Partner) led the Stephen Chan (Associate, Corporate) the funds to further develop the app and transaction with Jo Nisbet (Associate) and Louisa Mann (Solicitor, Corporate) build a new administration system which and Louise Crilly (Solicitor) assisting. assisted Chris on the corporate can be used by sports centres and clubs. Specialist input on the property side elements. Property advice was provided Harper Macleod advised the company of this transaction was led by John by Paul Greenhill (Associate, Property) on its structure and the documentation Meehan (Partner, Real Estate). and Nigel Eccles (Solicitor, Property), associated with the crowdfund. with employment support from Lesley Jo Nisbet (Associate) dealt with the “This was a complicated process however Murphy (Partner, Employment). transaction with Paula Skinner (Partner) Paula, Jo and the rest of the people we providing input where required and dealt with at Harper Macleod went out “The team at HM more than proved their Louise Crilly (Solicitor) assisting. of their way to make sure that it ran like worth in helping us achieve our recent clockwork. It felt like they wanted to make desired exit. Their attention to detail “Having Harper Macleod on my side, with the deal happen just as much as we did and “can do” attitude ensured that the their in depth knowledge of crowdfunding, and this level of buy-in and pro-active deal was kept on-track and our met our made the process as painless as it could be. approach to getting things done was exact requirements. We were thoroughly They helped us to be totally prepared for exceptional, and hugely appreciated.” impressed with their advice & guidance our campaign and we were delighted to hit Alex McNutt throughout the entire process.” our target of £110k in just 3 days. Paula, Jo Bell Fire and Security Holdings Neil McHarg & Derek McGowan and Louise really became part of the Find Directors a Player team and as well as the legal side Contact Advantage Ltd. of things, they were also able to help our business by using their own networks to make some really valuable introductions. The experience and guidance they provided to Find a Player has been invaluable and I would strongly recommend them to anyone else considering crowdfunding.” Jim Law, Founder, Find a Player harpermacleod.co.uk RECENT DEALS DEAL HIGHLIGHT: with around 500 people from Serco; OUTSOURCING and (3) advising on the outsourcing contract itself, valued at £209m, with Shop Direct. Harper Macleod’s team was Webhelp - Shop Direct led by James MacGregor with support Lead Partner: James MacGregor from Tom Thomas, Simon Rajgopaul, Completed: August 2015 Paul Macdonald, Paul Greenhill, Lesley Location: Scotland, England, Murphy, Sally Anne Ogilvie and Scott Wales and South Africa Milligan. from Serco to Webhelp and the related Our team advised Webhelp in Webhelp - easyJet transitional services agreement between connection with taking on the Lead Partner: Tom Thomas Webhelp and Serco; (2) advising on the outsourcing contract to provide contact Completed: August 2015 TUPE issues regarding Serco’s employees centre customer services to Shop Direct, Location: Scotland, England, in England and Poland; and (3) advising the operators of retail brands such as India, Morocco, Poland, Portugal on the outsourcing contract itself, with Littlewoods.com and Very.co.uk. This and South Africa easyJet Airline Company Limited. Harper resulted in various business, assets Macleod’s team was led by Tom Thomas and employees being transferred from Webhelp won an outsourcing contract with support from Simon Rajgopaul, the incumbent contract provider, the to provide multi lingual call centre Bruce Caldow, Lesley Murphy, Sally Anne publicly listed Serco group, to Webhelp. customer services to low cost airline Ogilvie and Scott Milligan. Harper Macleod advised Webhelp in easyJet. This involved the transition of relation to: (1) the acquisition of various services from the incumbent contract business and assets from Serco in the provider, the publicly listed Serco group, “I was really pleased with the work UK, which involved a TUPE transfer from three separate locations in England, completed by Harper Macleod. They made of circa 1,000 employees based in India and Poland to Webhelp in Portugal, a complex process as simple as it possibly service centres in England and Wales; Morocco and South Africa. Harper could be.” (2) aspects relating to the acquisition Macleod advised Webhelp in relation to: David Turner, Chief Executive, of a South African trading company (1) the complex transition of services Webhelp Meet the team: structures, ranging from joint ventures to What would you be if you weren’t a more complex arrangements including corporate lawyer? Following my heart, limited partnerships used for funds. I would by now have been a star of Scott Kerr, both screen and stage and moved on to Born: 26 October 1963 directing. But my head would have led Partner Education: Broxburn Academy, me to the teaching profession. University of Edinburgh Who is your inspiration? No one Scott Kerr Was it always your Ambition to be a person as there are many who have Partner lawyer? I am told my first expression inspired me each in different aspects of T: 0131 247 3336 of interest in the profession started my personal and business life. E: scott.kerr@ shortly after a visit from some rather Kindle, Tablet or Book? Although harpermacleod.co.uk far-removed cousins from Australia who dealing with the law relating to Scott Kerr is the newest partner in our before settling down to set up their technology and having many clients in Corporate team, having recently joined own practice there were taking several that field, I still much prefer the feel, our growing Edinburgh Office. months out to travel around the UK to smell and comfort of a book.