HM Dealmakers Third Quarter, 2015

Putting our money where our mouth is

Would you use a hairdresser with a expanded 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 . 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: 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. Based in Edinburgh, but advising clients “meet their ancestors”. I was also an Favourite author? Richard North throughout the UK, Scott is a key avid watcher of Petrocelli and thought Patterson. member of the Corporate team and living in a caravan while building your Favourite film? The Shawshank specialises in the sectors of food and own house was very cool! But the Redemption. drink, life sciences and technology. actual decision to study law came later Hobbies? Hill walking and Having spent the first 12 years of his when looking to study a degree which amateur dramatics. legal career with specialist corporate firm appeared also to be training for the Favourite place? I know where it is, but , Scott also has over 25 job, while having no interest at all in a if I tell you you might visit it and spoil it, years’ experience of advising on corporate medical career. so I am afraid it remains my secret.

harpermacleod.co.uk HM DEALMAKERS

DEAL HIGHLIGHT: Our team advised the firm in connection The team also led the deal which saw ACQUISITIONS with a double acquisition in the Scottish Harper Macleod enter the Shetland legal marketplace. Islands by acquiring the firm of Dowle, The team, led by Donald Munro and Smith & Rutherford - leading solicitors Harper Macleod - McClure Gordon Hollerin, worked with FRP and estate agents in Lerwick. Naismith / Dowle, Smith & Advisory, administrators of McClure From 1 October 2015 12 people, led Rutherford Naismith LLP, on the deal which saw by two Partners, became part of Harper Lead Partner: Donald Munro five Partners among 10 people join Macleod incorporating Dowle, Smith & Completed: Sept&Oct 2015 Harper Macleod, along with certain Rutherford, extending HM’s footprint in Location: Scotland assets of McClure Naismith. the Highlands and Islands.

The Clyde Group wins MBO of the Year at the 2015 Deals and Deal- makers Awards

OLLOWING a nomination made by our Corporate team on their behalf, we are delighted to report that The Clyde Group won the MBO/ Left to right: The Clyde Group team of Paul Mason, Joyce Downie, Brian Potter, MBI/IBO of the Year award at the Kathy McBride with Harper Macleod’s Chris Kerr at the Awards Fprestigious Deals and Dealmakers Awards 2015 in Glasgow on 9 September. The award is described as recognising Group also carried out a re-banking exercise “We felt that the transaction was a multi- “the most effective management or as part of the transaction, moving from faceted deal which merited nomination institutional buy out or buy in of a Scottish Bank of Scotland to Barclays Bank. for the MBO/MBI/IBO of the Year award, headquartered company”. Our team advising on the acquisition and we are delighted that The Clyde Group The transaction, which completed at the was headed by Chris Kerr (Partner) with were successful in winning the award.” end of September 2014, involved Harper assistance provided by Craig McKerracher Deals and Dealmakers Judging Panel Macleod advising The Clyde Group Holdco (Partner) and Amy Mackenzie (Solicitor). Limited on a secondary management buy Specialist input on Banking & Finance “It was a great night and winning the award out via the acquisition of the entire issued and Employment aspects were led by Tony made it even better! We really appreciate share capital of The Clyde Group Holding Cameron (Partner), John Pringle (Associate) you entering us in the first place, and it is Company Limited. This was the then and Nicole Sorbie (Trainee Solicitor), and also recognition for you and your team. ultimate parent company of The Clyde Scott Milligan (Associate) respectively. You also worked extremely well with us and Group of companies, which operates in a great overall team effort.” the maritime recruitment, training, travel, Kathy McBride healthcare, uniforms and workplace safety What they said: Managing Director, Topstaff sectors. Employment (part of The Clyde Group) Prior to the transaction, there were “I would like to thank you all very much for six shareholders and the secondary the very professional manner in which you “Very much appreciated and thanks for all management buy out allowed two to led the transaction today.” your efforts in making it happen.” exit the business entirely and one of the Joyce Downie Colin McMurray continuing members of the management Group Managing Director Managing Director, Clyde Marine team to partially exit by reducing their The Clyde Group Training (part of The Clyde Group) shareholding in the business. The Clyde

harpermacleod.co.uk INSIGHTS & CONTACTS

Tackling identity theft and fraud: update on the Small Business, Enterprise and Employment Act 2015

HE latest changes brought in by the Small Business, Enterprise and Employment Act 2015 (the Act) became law on the 10 October 2015. TThe Act, which became law in March 2015, has introduced some significant changes to various provisions of the Companies Act 2006. The different provisions of the Act are being introduced in stages between now and spring 2017. new statement will be required from the will be held by Companies House on a The following changes are now in effect. company. This will replace the current separate register which can be made procedure where an Officer ‘consents to available upon request to credit reference Company strike off process – from act’ by signing an appointment form or agencies and specified public authorities. three to two months using the personal authorisation details. The date of birth will also appear Companies House will also notify a new within the company books, which if the The current company strike off process director of his appointment and explain company chooses to file its company takes not less than three months from their statutory duties. At incorporation, books online with Companies House, will publication of the first Gazette for it to be the ‘consent to act’ signature and/ appear on the Companies House website. fully effective. The new legislation aims or personal authorisation details will This provision is another attempt to to streamline this process by reducing be replaced with a statement made reduce the likelihood of identity theft and this time to effect the strike off to not by the subscribers confirming that the fraud. less than two months from publication of individuals named have consented. the first Gazette. What does this mean for you? Date of birth suppression Consent to act as director or secretary There are inevitably some uncertainties Only the month and year of birth of surrounding these new provisions and In order to prevent identity theft whereby directors and persons of significant once Companies House has issued individuals are appointed as directors control will be publicly visible on detailed guidance, it should become and secretaries – otherwise known as Companies House, with the ‘day’ of the clearer exactly how they will be Officers - without their knowledge, a month suppressed. The full date of birth implemented in practice.

Get in touch: HM Corporate contacts

Chris Kerr James MacGregor Tom Thomas Partner Partner Partner e: chris.kerr@ e: james.macgregor@ e: tom.thomas@ harpermacleod.co.uk harpermacleod.co.uk harpermacleod.co.uk t: 01463 795 007 t: 0141 227 9637 t: 0141 227 9320

Donald Munro Paula Skinner Jamie Watt Craig McKerracher Partner Partner Partner Partner e: donald.munro@ e: paula.skinner@ e: jamie.watt@ e: craig.mckerracher@ harpermacleod.co.uk harpermacleod.co.uk harpermacleod.co.uk harpermacleod.co.uk t: 0141 227 9314 t: 0141 227 9271 t: 0131 247 2510 t: 0141 227 9540

harpermacleod.co.uk CATCH-UP

Congratulations to Entrepreneurial HM News Spark as it opens 3 new hatcheries September was yet another huge month for Helping Sammi go for gold Entrepreneurial Spark, the world’s biggest Each Entrepreneurial Spark chiclet goes on business accelerator which now has centres an intensive bootcamp to best equip them in seven cities across the UK, as well as with the skills needed in the early stages launching in India. of business. They are then given free space, We have been a legal ambassador for Wi-Fi and phone services, training and advice Entrepreneurial Spark since before the from top businesspeople and support from launch of it’s very first ‘hatchery’. The new organisations such as Harper Macleod. hatcheries in Brighton, Bristol and Leeds Remarkably, 82.3% of the companies opened during September, and will soon Entrepreneurial Spark has worked with be followed by Belfast and Manchester in are still trading today, and it has raised February 2016. Four more cities are set to be more than £18m investment for the 352 added over the next two years. companies it has supported.

We have extended our support for Scotland’s Corporate Partner Scott Kerr is joined by HM scores a hat-trick at Law Awards leading wheelchair racer Samantha Real Estate specialist Philip Sim, while we also ‘Sammi’ Kinghorn as she aims for World selected an eight-strong Dispute Resolution Championship and Paralympic success. team, led by three partners. Sammi addressed the gathering at the The litigation team is headed by John official launch of our new Edinburgh office, McHugh, E-Ming Fong and Suzanne McGarrigle. which was opened by the Minister for Following the earlier addition of Banking & Community Safety & Legal Affairs, Paul Finance partner Sophie Coffey, and Public Wheelhouse MSP. Earlier that day, she was Sector/Dispute partner Jennifer Jack, we now named in the British Athletics team for the have 18 resident partners in Edinburgh. IPC Athletics World Championships in Doha The firm’s overall headcount is now A Lifetime Achievement Award for Professor from 22 – 31 October. approaching 400 as a result of continued Robert Rennie was among a treble celebration One of only four Scots in the team at expansion. for Harper Macleod at the Law Awards of Doha, Sammi will be competing in four Scotland. events – 100m, 200, 400m and 800m – HM hits Shetland Chairman Professor Lorne Crerar and during the championships, which take place Chief Executive Martin Darroch were once between 22 and 31 October. again crowned Managing Team of the Year – Read Sammi’s latest HM blog on our collecting the award for an incredible fifth time website here. in the past seven years. And making up the hat-trick, Susie Tweedie, an Associate in Harper HM leads Scottish charge at World Cup Macleod’s Private Client team, lifted an award for Up and Coming Lawyer of the Year. Our position as Scotland’s leading sports law Martin Darroch, pictured above collecting the practice was reinforced with our two founding award, said: “We are thrilled to see our people partners playing a prominent role in the Rugby win these awards. Everyone at Harper Macleod World Cup. works extremely hard and to have our efforts Professor Lorne Crerar and Senior Partner The firm has made a bold move into Shetland recognised is a tremendous honour.” Rod McKenzie were named as part of the after acquiring the business of leading islands’ 25-strong disciplinary team for the tournament. firm Dowle, Smith & Rutherford (DSR) from 1 A full house of Government roles Professor Crerar, who was Judicial Officer for October. the final of the 2011 competition which saw The acquisition increases our existing We are delighted to be appointed to all six lots hosts New Zealand narrowly overcome France presence across the Highlands and Islands, of the expanded Scottish Central Government 8-7, was given responsibility for three of the and places the firm at the centre of one of Legal Framework. opening stage group games – England v Fiji, Scotland’s most diverse, dynamic economies. The individual Framework lots are: contracts Argentina v Georgia and England v Wales. DSR’s full complement of 12 people joined, - commercial and corporate; debt recovery; Rod, the only Scottish legal member of the and the firm will be known as Harper Macleod litigation, reparation, employment and inquiries; UK National Anti-Doping panel, was named as incorporating Dowle, Smith & Rutherford on major projects; property; and a one-stop shop. one of the Appeal Officers for the tournament. the islands. The firm was previously appointed to the HM chairman Professor Lorne Crerar, Scottish Government’s panels for debt recovery Seven new Partners join in Edinburgh explained the reasons behind one of Scotland’s and property and related work. The new largest commercial firms establishing a Scottish Central Government Legal Framework We have added seven new partners to our presence in its most remote community. comes into force on 1 August 2015 and will expanded Edinburgh office in recent months, “There are huge opportunities for the run for four years. More than 100 Central include five as part of a team of 10 from Shetland economy going forward and we want Government public bodies will be able to access McClure Naismith LLP. to be part of that. .” the Framework to procure their legal services.

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