Vertex Law

Brakes Group acquires Leeds based specialist chilled & ambient foodservice wholesaler

Vertex Law’s Corporate Team (Stuart Butler-Gallie, Trevor Carney, James Beatton, Abbe West and Lucy Thredgle), assisted by Glenn Godfrey (Real Estate), Colin Smith (Employment) and Sam Pout (Commercial) has advised the Brakes Group in its recent acquisition of specialist chilled and ambient foodservice wholesaler, Freshfayre Limited.

Freshfayre is a respected family business with a strong product range, brand and reputation. With depots in locations including Leeds, Redcar, Warrington and London, Freshfayre offers caterers a quality range of products and service nationally.

Ian Goldsmith, Brakes Group Chief Operating Officer said “Freshfayre will remain a specialist business within the Brakes Group, managed by its current team, including Managing Director, Gary Bell. The acquisition gives Freshfayre full access to the expertise and backing of £2bn+ Brakes Group and we plan to grow Freshfayre into new customer segments and geographies”.

Stuart Butler-Gallie of Vertex Law said “this was a real team effort for various reasons, not least, the disruption caused by a snow bound UK. This deal involved the usual steps to be worked through with the private equity sellers”.

Adrian Whitehead, Brakes Group Legal Director said “we were pleased to be working again with the Vertex Law team and were delighted by the commitment to delivery to a tight timeline in sometimes difficult circumstances”.

Deal helps develop charity leaders

Leadership skills within the charity and voluntary world will benefit from an agreement produced by Kings Hill based solicitors Vertex Law.

Vertex Law acted on behalf of The Clore Social Leadership Programme (CSLP) as it reached an arrangement with The Work Foundation that will see the Foundation support CSLP’s  development programme for aspiring leaders in the third sector.

The Work Foundation will support the Clore Social Leadership team as it introduces evaluation into the development programme to enable it to become a core skill for those on the course, at the same time as helping to improve the design and delivery of the development programme itself.

CSLP is an initiative of the Clore Duffield Foundation, a London-based charity concentrating its support on arts education, museum and gallery education, leadership training and health and social care.

Kate Mayor, head of the Commercial Team at Vertex Law, said: “We drafted the services agreement for the Clore Social Leadership Programme and helped them in their negotiations with the Work Foundation. 

“The Clore Social Leadership Programme is a new and exciting initiative which we were delighted to represent in this way.”

Siobhan Edwards, Fellowship Development Manager at the Clore Social Leadership Programme, said: "We were delighted to work with Vertex Law on this contract for our partnership with The Work Foundation.

“Our relationship with The Work Foundation will evolve as the Programme develops, so we needed a contract that allowed for this growth and development. Vertex's expertise helped us a great deal.”

The Work Foundation is the leading independent authority on work and its future. It aims to improve the quality of working life and the effectiveness of organisations by equipping leaders, policymakers and opinion-formers with advice, new thinking and networks.

Firm’s founders move on after 21 years

A Tonbridge firm specialising in the manufacture and distribution of fibre optic cabling and products has been sold for an undisclosed sum.

Tech Optics of Tannery Road, Tonbridge, was set up 21 years ago by John and Sandra Tait and now has a turnover of £2.5 million. It has been sold to London-based FLH Holdings Ltd.

Kings Hill-based Vertex Law acted on behalf of the Taits during the transaction.

“We were pleased to have chosen Vertex Law,” said John and Sandra. “They calmly took us through the process, explained the legal terminology, kept their eye on the details and put our interests first. They made it a much less stressful process and did a great job."

James Beatton, head of the Corporate Team at Vertex Law said: “It was a pleasure to work with John and Sandra. Through their own hard work they built a highly profitable business and we wish them both all the best with their new found freedom.

“This transaction also demonstrates that credit is now available to buyers of the right businesses and we are optimistic that transactional activity is on the increase again." 
To find out more about Tech Optics visit www.techoptics.com.

To talk to James Beatton or any member of the Coporate Team at Vertex Law call 01732 224000 or visit www.vertexlaw.co.uk.

Advising on £7m refinancing.

Stuart Butler-Gallie of Kings Hill-based Vertex Law has been appointed an independent non-executive director on the newly re-formed board of Charlton Athletic Football Club.

Stuart has been legal adviser for the south east London club for 12 years, but having grown up in Bexleyheath he has been a long time supporter of the club. He also acts for Vertex Law as Charlton’s company secretary and accepted an invitation to join the board, which has been restructured to streamline the club’s operations.

The move coincides with the recently announced investment by Stuart’s fellow directors of a total of £7 million in the Coca-Cola League One club, a move that has ensured its financial stability for the remainder of the 2009/10 season.

Stuart said: “It is critical that the success the team is experiencing at long last on the pitch is matched by financial stability and good corporate governance in the board room.

“I am delighted to be able to work more closely with each of those directors who, yet again, have shown their support and commitment to the Club by making this additional investment in order to help secure the Club’s long term success.”

Charlton plc Chairman Richard Murray said: “We’re very pleased that Stuart is joining the board as a non-executive director.
 
“He has been our corporate lawyer for many years and knows the workings of the Club inside out. His skillset will be a great addition to the Board in providing it with a truly independent voice.”

New joint venture set to bear fruit

Kent-based A Salvatori & Son Ltd has formed a new joint venture to boost its presence in the fruit wholesale market.

The company, based in Preston, near Canterbury has merged is fruit trading arm, which specialises in apples and pears, with Suffolk-based Fruit Direct Limited to form FDL Fruit Trading Ltd.

The deal was brokered with advice from Kings Hill lawyers Vertex Law and Ashford accountants Magee Gammon.

David Tobin, the Salvatori Group Financial Director, said: “We have a very long and strong presence in the market place, buying quality fruit from all over the country and supplying some of the UK’s leading juice and cider producers.

“Over the years we have developed an excellent commercial relationship with Fruit Direct Limited and it made good sense for us to pool our resources and form a new company with a much greater presence in the fruit market.

“The key issue was to structure the deal in a way that made legal and financial sense. Vertex Law, who have a excellent understanding of the issues facing the food and drink sector, worked alongside our tax advisers to achieve exactly that.”

Sarah Whibley, who led the Vertex Law team, added: “It was a complex transaction but made much easier because all the parties involved were so pragmatic and clearly trusted each other.”

Jon Gammon, senior partner at Magee Gammon, led the tax advisory services. He said “The tax complexities associated with achieving this merger were challenging – but made much easier by a clear commercial brief from the FDL team. “

Salvatori is a family-run business that has been going for more than 80 years.  In addition to its fruit interests, the Salvatori group offers storage, trailer rental and transport services as well as operating a training centre and vehicle workshop.

For further information visit www.salvatori.co.uk

Countrystyle Group expands in the South East, acquiring Hythe Plant & Recycling

Vertex Law’s Corporate Team (headed by Stuart Butler-Gallie and consisting of Abbe West (Corporate), Glenn Godfrey (Real Estate) and Lee May (Environmental) has advised leading waste management, recycling and composting company, Countrystyle Group, in its the successful acquisition of Hythe Plant & Recycling.

Countrystyle will continue to operate from the existing Hythe Plant & Recycling waste transfer and recycling facility, at Park Farm industrial Estate, Folkestone.
The acquisition is part of Countrystyle Group’s ongoing development plan, which has seen the company steadily grow into one of the South East’s leading privately owned waste management companies.

“We’re delighted with the acquisition and see this as an important strategic step in expanding the areas that we cover throughout the South East,” said Mat Stewart, Business Development Director at Countrystyle Group. “Countrystyle is now closer than ever to achieving its goal of becoming the waste management company of choice in the South East”.

Simon Pentecost of Jenner Group Ltd, sellers of Hythe Plant & Recycling, said “We believe that Countrystyle is well placed and has the resources, to take the recycling and collection services offered by Hythe Plant & Recycling to the next level and Jenner Group looks forward to continuing to work closely with Countrystyle to achieve the recycling targets required by Jenner’s construction customers”.

Mat Stewart of Countrystyle said “Vertex Law have the specialist knowledge of the waste sector which ensures that they can and always deliver on tight timescales, whilst still focusing on the detail that Countrystyle, as a purchaser, needs to know and address in any transaction.”

Vertex wins tender injunction

Kings Hill-based Vertex Law has halted a public sector tendering process after successfully arguing that the process was conducted with fundamental flaws.

Acting on behalf of another Kings Hill-based company, Cameron Consulting (UK) Ltd, Vertex persuaded the High Court to grant an interim injunction preventing Homes for Islington awarding a contract for procurement advice services, successfully arguing the process breached The Public Contracts Regulations 2006.

These regulations implement EU procurement legislation designed to ensure public sector opportunities are offered EU-wide and processes meet equality and transparency rules.

Cameron Consulting, a provider of management and consultancy services, had been invited to tender for the contract of Procurement Adviser by Homes for Islington, a Local Authority controlled company.

“We argued there were two main breaches of the regulations,” said Elizabeth Bentley, a solicitor in the Dispute Resolution team at Vertex Law. “The first was the inclusion of impermissible award criteria.

“Homes for Islington had not observed the rigid distinction between pre-qualification selection criteria at the invitation to tender stage and award criteria at the tender stage.

“A decision of the European Court of Justice provides that award criteria may not include professional or technical competence, past experience and resources or other elements going to a bidder’s ability or suitablility to perform the contract.

“We also argued that there had been a breach of transparency in producing the scoring system to be used during the tender process.”

Companies who believe a tendering process is flawed need to act quickly, Elizabeth added.

“Time is of the essence where claims are brought under the Regulations,” she said. “The court has discretion to set aside a contracting authority’s decision, but the decision can only be set aside if the public sector body has not gone on to contract with another party. If it has, the court only has discretion to make an award of damages.

“This case highlights the need for local authorities and other public bodies to develop best practice procurement processes. By ensuring the correct procedures are properly followed, robust evaluation strategies are developed and a fair and transparent scoring system of tenders is adopted, local authorities and public bodies will significantly reduce the risks of any challenges to their procurement decisions by unsuccessful bidders.”

“Vertex Law and in particular Elizabeth acted extremely quickly in bringing about an action,” said Neil Thody, Managing Director of Cameron Consulting.

“The risks of our action in an extremely complex legal environment were clearly explained to us and Vertex communicated with us regularly to keep us fully appraised of the process.

“We have learned enormously from the process in an area in which we practice. The professionalism and knowledge shown throughout would give us no hesitation in referring to Vertex for future advice in these matters.”

Homes for Islington were also ordered to pay Cameron Consulting’s costs and will have to start the tendering process again.

Vertex Law sets the stage for arts collaboration

Canterbury Christ Church University students will be sharing centre stage at Folkestone’s new performing arts centre, Quarterhouse, thanks to an agreement with The Creative Foundation.

The University has struck a deal with the Foundation to allow it to use the venue for music, dance and theatrical works. Quarterhouse, designed by Alison Brooks Architects, co-winners of the 2008 RIBA Stirling Prize, forms part of the emerging creative hub in Folkestone which is being developed by the Creative Foundation.

The construction of Quarterhouse has been funded by KCC, SEEDA, Arts Council England and Shepway District Council.

Vertex Law acted for the University in preparing the agreement. University solicitor Paul Bogle said: “This is a significant investment for the University and the arrangement will enhance the University’s presence at its Folkestone Campus.

“The process of reaching agreement with the Foundation was not adversarial. We did not want the legal framework to prejudice the collaborative goodwill between the University and the Foundation.

“Vertex Law were supportive of this approach and helped us achieve a practical agreement which was acceptable to both parties.”

Jeremy Licence of Kings Hill-based Vertex Law said: “Lawyers are sometimes blamed for getting in the way of deals by over-complicating the paperwork.

“This was a classic example of where we needed to protect our client’s position while at the same time making sure the parties can continue to work together in future.”

Charitable organisation the Creative Foundation is driving the arts-led regeneration of Folkestone’s Old Town, now known as the Creative Quarter.

Quarterhouse is a flagship building within the Creative Quarter project.

Yorkshire based independent clinical waste business expands operations in south through acquisition

Vertex Law advised GW Butler Limited (“GWB”), the Bradford based independent clinical waste company in the expansion of its operations in the Midlands and London through the purchase of the business and assets, as a going concern, of Medical Waste Solutions Limited (“MWS”) out of Administration. The Vertex Law team consisted of waste sector specialist, Stuart Butler-Gallie (Corporate) and Ed Auger (Property).

The purchase of the MWS business and its Tempico rotoclave facility in Nottingham, effectively doubles the capacity of GWB’s operations and places GWB in an excellent position to take on all of the current MWS contracts through assignment or novation, including the clinical waste contracts for Nottingham University Hospitals NHS Trust, Peterborough & Stamford Hospitals NHS Foundation Trust and 5 London Hospital Trusts forming part of the London Procurement Programme.

Deanna Butler, Managing Director, said “the MWS acquisition gives GWB the ideal stepping stone to become a national player as well as one of the largest independent operators in the sector”. She added “the service levels provided by GWB to its customers to date has been a major factor in giving the MWS customer base assurance that they will be able to receive an independent, competitive, quality service”.

The MWS acquisition was funded by investment in GWB by the waste sector entrepreneur, Matthew Miles.

Martin Helstrip, Operations Director of GWB said “'The process of purchasing from the administrators involved complex, and sometimes frustrating negotiation, but I believe that the acquisition is great news for GWB and for the employees of MWS. Without the support of Matthew, and the advice from Stuart and his team at Vertex Law, we would have been unable to close the deal”.

Vertex Law Assists KM Group's restructuring

Vertex Law has assisted the KM Group over the last three months in relation to its restructuring exercise by advising on new banking arrangements, excess property stock disposals and various commercial outsourcing agreements.

The Vertex Law team of Stuart Butler-Gallie (Banking), Jeremy Licence (Property) and Sarah Whibley (Commercial) worked closely with the Executive team at the KM Group to deliver completion of these key components of the restructuring.

Stuart Butler-Gallie said “we are delighted to be working closely with the KM Group and believe that the speed with which we have responded and delivered in respect of all elements of the restructuring demonstrates that the quality services required by mid- market businesses in Kent is available on their door-step”.

Geraldine Allinson, Chairman said “the Vertex Law team has been invaluable in assisting us in an intensive period in the Company’s history that has required concentrated action to better prepare the Group for the rapidly changing media environment. Their commitment and practical commercial advice was refreshing and reassuring in a very busy period for the Group”.

Investment confidence in Bus & Truck Sector

A seven-figure investment has seen one of Kent’s leading truck and bus dealerships purchase the freehold of its depot near Hythe.

M.C. Truck & Bus Limited has occupied the site on The Link Park, Lympne, since 2003, developing it into an important regional maintenance depot.

Under the deal the company, whose parent is M.C. Group Limited, bought the property from Volvo Group UK with funding provided by RBS and legal advice from Kings Hill-based Vertex Law.

Peter Booth, M.C. Group’s Financial Director, said: “We have enjoyed a good working relationship with Volvo over the years and continue to do so but the acquisition of the freehold of our property gives us maximum flexibility for the future.  We plan to continue operating from the site for the foreseeable future and it makes sense financially to own the property.

“The clear and pragmatic advice we received from Vertex Law was essential in ensuring the deal went through smoothly.”

Jeremy Licence, from Vertex Law, who led the acquisition team, added: “This deal was interesting in the present climate because the bank was clearly keen to lend on the purchase.  This demonstrates that, for the right borrower and the right deal, bank finance is apparently still available.  This should provide some reassurance to the business community in these uncertain times.”

The depot at Lympne is one of a network of eight across the South East that is operated by M.C. Group. The company, which has its headquarters in Aylesford, sells a range of commercial vehicles from Volvo, Hino and Isuzu.

M.C. Group has a specialist rental division and offers servicing, maintenance and fleet management services. The company also has its own dedicated training centre.

The company serves a variety of sectors including retail distribution, construction, local authorities, waste, recycling and emergency services.

Vertex acts to ensure Careline continues

Vertex Law has helped to secure the continuation of a potentially life-saving service.  

The Kings Hill based firm acted for Dover District Council during negotiations to transfer the White Cliffs Careline service, which provides at least 1,550 vulnerable residents with 24-hour assistance, to neighbouring Shepway District Council.

Agreements negotiated by Kate Mayor, of Vertex Law, ensured both parties worked together to achieve a mutually beneficial service transition.

The handover ensures the service continues without disruption for its users, many of whom are elderly or in sheltered accommodation. Shepway District Council already operates a similar scheme, making it the ideal candidate to take over the running of the Careline.

Vertex’s involvement ensured a number of complicated profit sharing arrangements were satisfied along with a Service Level Agreement for the provision of the Careline to Dover’s sheltered tenants. 

Vertex also assisted in drafting and negotiating the service agreement for Shepway District Council to provide Dover’s out-of-hours service line, which is used in the event of a major disruption or natural disaster.

Vertex Law’s Kate Mayor, who acted for Dover District Council throughout negotiations, said: “The arrangement means that the elderly population in Dover district is still being looked after, and, importantly, that they have a familiar and efficient Careline service, which they might otherwise have lost. 

“All parties involved were very keen to ensure a smooth service transition to protect these vulnerable people.”

Christine Waterman, Head of Housing, Culture and Community Safety at Dover District Council, said: “We couldn’t have done it without Kate. Her professionalism, flexibility and good humour have been invaluable. I would be delighted to work with Vertex again in the future.”

Leading UK Liability Adjuster Makes First Acquisition

Leading Kent Waste Company expands into East Anglia

The Vertex Law specialist waste sector team, headed by Stuart Butler-Gallie and assisted by Jeremy Licence (Property) Abbe West (Corporate) and Lorraine Williams (Outset (UK) Limited, Employment) acted for Countrystyle Group (one of the South East’s fastest growing waste  management, recycling and composting companies) in the successful purchase from the administrators of Bioganix Composting Limited of its  freehold site and composting business located at and operated from, Parham, Suffolk. 

As part of the acquisition Countrystyle have taken over the remaining term of a 10 year contract issued by Suffolk County Council in 2005 to process source separate kitchen waste.

The Parham facility provides Countrystyle with a 35,000 tonne capacity which extends its green and food waste collection and processing reach and expanding its services into East Anglia. This facility complements the recently opened in-vessel facility at Ridham Dock, near Sittingbourne in Kent also operated by Countrystyle.

The acquisition of the Parham site is part of the Group’s ongoing development plan which has seen the company grow into one of the County’s leading privately owned waste management companies. 

Trevor Heathcote, Managing Director and majority shareholder in Countrystyle Group, said "the purchase of the Bioganix Parham business has been a marathon due to the regulatory framework applicable to Bioganix plc and due to the perceptions of the Bioganix plc board concerning their options in disposing of their business. In such circumstances, a competent and flexible legal adviser is critical to get any deal closed. Stuart and his team, took the key role in keeping Countrystyle's interests alive in this deal and in ensuring that it was delivered. This transaction has taught me that the wrong adviser can kill a deal and the right adviser can make a deal".

Stuart Butler-Gallie said, "this transaction pretty much involved the full gambit of M&A structures, from, initially a public company takeover incorporating a back-to-back sale, to a share sale of a trading subsidiary of a plc, to finally, a pre-pack purchase of assets and a business as a going concern at a single site from an Administrator. This involves the need for the legal team not only to understand all components of these structures but to be able to renegotiate and to restructure whilst having regard to your client's strategic reasons for making the acquisition in the first place."

Creative legal thinking for creative fuel technology company

The Vertex Law Technology Team, headed by Irfan Baluch, have recently acted for Oil Drum, the environmental technology company based at the University of Kent, in advising on the licensing of its groundbreaking Save-Fuel hydrogen technology for the UK commercial vehicle market.

Oil Drum, winners of the Kent Innovation Challenge 2008 (co sponsored by Vertex Law) have granted a licence to the Queen’s Award winning Andel Group to exclusively manufacture, sell and install Oil Drum’s Save-Fuel hydrogen technology.   

The Save-Fuel device which was launched last year caught hauliers attention with claims of being able to reduce their diesel consumption by 10%, to reduce CO2 and to cut hydrocarbon emissions to zero. 

Irfan Baluch of Vertex Law said “this is a perfect example of how innovation, identified through the Kent Innovation Challenge Award Scheme, can be nurtured and supported to deliver a commercial solution to market.  We are delighted to have provided our own brand of practical innovative legal advice to allow Oil Drum to take an idea to the all important stage of real market penetration”.

Darryl Watts Oil Drum’s founder and Managing Director said “Irfan and Vertex Law have been with us every step of the way since winning the Kent Innovation Challenge.  They worked closely with us to understand the technology and to deliver a bespoke suite of legal documents which allowed us to smoothly negotiate a final commercial deal with Andel Group; we are enormously grateful to Vertex Law and would have no hesitation recommending them to any technology company.”

Brakes secures foothold in Northern Ireland

Vertex Law’s Large Corporate Team, headed by Stuart Butler-Gallie and assisted by Sarah Whibley, acted on the joint venture arrangement between Brakes, the leading UK supplier to the foodservice sector, and the well respected O’Kane Food Service Limited business based in Lisburn Northern Ireland.   

The joint venture further cements the relationship that has existed between Brakes and O’Kane Food Service for over 10 years.   The new partnership will ensure future growth and help to secure new business within Northern Ireland and the Republic of Ireland.  This partnership has already resulted in new jobs, and new local distribution sites in Galway, Cork and Dublin.  The O’Kane Food Service brand will be retained and customers will continue to receive the same high level of local service and quality products. 

This is Vertex Law’s first acquisition for Brakes and the team secured the input of highly regarded Dublin firm, A&L Goodbody through its Belfast office property partner Patricia Johnston and employment law associate, Gareth Walls.

Stuart Butler-Gallie of Vertex Law said “We are delighted to have been able to deliver this intricate deal for Brakes, that has involved detailed coordination and project management of corporate, property, employment and commercial matters in the separate, but related, jurisdiction of Northern Ireland.  This represents a significant step forward in our existing relationship with Brakes, which has focused to date on general commercial advice”.

Adrian Whitehead, Group Legal Director of Brakes said “it was a real pleasure to work with such a dedicated team.  Vertex invariably anticipated the issues before they arose and performed a thoroughly efficient project management function, keeping the Brakes acquisition team informed at all stages”. 

IFA Group bucks the trend

The investment, via new holding company Argentis Financial Group Limited, enables Argentis’ shareholders, David Taplin, Martin Marsik, Bill Glebioska, Matthew Pitchacaren and Jason Woolgar to effect a part-equity release and the rolling of their investment in the new growth vehicle. This allows Argentis Group to pursue a buy and build strategy in the IFA sector in the South and in London at a key time having regard to recognised age profiling of partners, shareholders and owners of IFA businesses across the UK.

Vertex Law’s Corporate Team, headed by Stuart Butler-Gallie assisted by Lucy Thredgle, Sarah Whibley and Colin Smith (Outset UK), acted for the Argentis Shareholders and the new Argentis Group holding company in the transaction. META Corporate Finance advised the shareholders in relation to the structure of the Penta Capital investment.

Stuart Butler-Gallie said “The success of this deal at a difficult economic time is a reflection of the opportunity that currently exists in the IFA market for consolidation and the quality of the management team in Argentis, augmented by the addition, from completion, of Rob Stevenson, as Chief Operating Officer”.

David Taplin said “I have used Stuart and his team on the previous deals I have completed in the financial services sector and the way he and Vertex Law project managed and drove this deal to conclusion, confirmed to me that I was absolutely right to use him again.”

Bewl Water changes hands

The Vertex Law team headed by James Beatton has just completed a complex transaction for Kent Attractions LLP, the property and leisure business operated by prominent local businessman Simon Hume-Kendall. 

The transaction involved the sale by Kent Attractions of its interest in the Hop Farm Country Park to Peter Bull and the purchase of the business and lease of  Bewl Water, one of the top tourist destinations in Kent and Sussex.

Simon Hume-Kendall said “Working with Vertex Law during this transaction demonstrated to us that the skills sets, work ethic and value we obtained from them is superior even to the larger and more prominent local or London firms that we currently and previously have engaged".

"From the initial stratagem on how to negotiate the transaction, through the consolidation of the various elements of legal, financial, taxation, operation and right up to completion of a highly complex series of arrangements, the attention we received was constant and seamless with the various Partners and Solicitors working in their various areas of endeavour seemingly always well briefed and fully comprehending of the project.” 

James Beatton said “This was the final stage of a series of transactions involving the Hop Farm over the last 2½ years.  Kent Attractions has secured a great opportunity with Bewl Water and we are looking forward to working with them on that project”.

Simon Hume-Kendall went on to say “We could not recommend Vertex more highly to any serious business operating in the area or beyond”.

vivoMedica plc announces collaboration with Cellartis AB

The Banks' are still lending........

Vertex Law’s M&A Team recently acted for NatWest and RBS Invoice Finance who provided funding for the management buyout of Beyer Dynamic (GB) Limited. 

Beyer Dynamic (GB) Limited a company based in Burgess Hill, West Sussex specialises in the distribution of professional quality audio/video equipment.  The company was formed in 1969 as the UK distributor of products manufactured by Beyerdynamic GmbH a German manufacturer of microphones and headphones.

Managing Director, John Midgley joined the company in 1984 said “I am delighted that the transaction has completed and I look forward to continuing to develop the business”.

James Beatton who lead the Vertex team said “we have acted for the Bank on a number acquisition finance instructions and have developed a good working relationship with the structured finance team.  Knowing the people and the internal systems means that we are able to work much more effectively with the Bank in delivering the transaction”.

Vertex Law gets its teeth into dental corporate's expansion plans

Vertex Law’s healthcare team has completed its 20^th acquisition of an NHS dental practice for private equity backed dental body corporate, ADP Dental Company Limited (“ADP”).  The Vertex Law team led by Abbe West and consisting of Sarah Astley, Sonel Martin, Sophie Stubbs (Commercial), Glenn Godfrey and Matthew Grogan (Property and Environmental), assisted by Louise O'Neill (Acquisition Administration) have been set a challenging acquisition target by ADP and have been successful in hitting these targets, notwithstanding the complexities and inherent delays in dealing with different PCTs and different lawyers on each acquisition. 

Abbe West said "the key to the success of this acquisition programme is efficient systems, a close working relationship with our client and downright persistence in dealing with the parties over which we have no direct control". 

Stuart Butler-Gallie, the ADP client care member, said "Abbe's team’s success demonstrates how we at Vertex Law can provide cost effective quality services to larger corporates at prices that we believe simply cannot be matched efficiently by larger regional or even mid tier city firms."

MTS acquires Sucklifts in local liquid waste consolidation

 The Vertex Law M&A Team acted for Kent based liquid waste and storm water specialists, MTS Cleansing Services Limited in its acquisition of local cesspool and liquid waste disposal business, Sucklifts Cesspool Services for an undisclosed sum. 

James Beatton who headed the team at Vertex Law said “this reinforces our expertise as a legal business in the wider waste sector and represents our first substantial piece of work for the expanding, independently owned, MTS". 

Vertex helps healthy funding

Kate Mayor of Vertex Law’s Commercial Team, has been advising the NHS National  Innovation Centre which has been set up to support the NHS in transforming healthcare for patients and the public by rapidly developing and spreading new ways of working and new technology.  Vertex Law were instructed to assist the NHS in connection with funding being given to the Young Foundation, a foundation working on the development of a health innovation accelerator, focused on improving the health and quality of life outcomes for people with chronic medical conditions.

Jonathan Wong, management consultant at the NHS National Innovation Centre said, “I knew that Kate had been involved in advising other institutions in connection with funding to the Young Foundation and her experience and insight into this sector was invaluable".

Kate Mayor of Vertex Law said, “I was very pleased to act for the NHS National Innovation Centre particularly because of other involvement I have had in this sector – the work being done is invaluable and so important as more and more people live into old age. The NHS Institute is an exciting and innovative initiative.”

Irish waste recycling group makes further acquisition in South East with purchase of Any Waste Solution Limited and Any Waste Recycling Limited

Vertex Law’s M&A Team headed by Stuart Butler-Gallie acted on the sale of Any Waste Solution Limited (“AWSL”) and Any Waste Recycling Limited (“AWRL”) to the UK holding company of Irish recycling and treatment group, One51 plc.  The acquisition of AWSL and AWRL continues One51’s expansion policy in the recycling and treatment market through successful integration and targeting of acquisitions.  This represents One51’s third acquisition in the region ranging from Country Waste Management Limited based in Croydon (focusing on construction and demolition waste recycling operations) to Reclamet Limited based in Birchington (an end of life vehicles and metals recycling business).

Richard Monks joint MD of Any Waste Solution said “Stuart and his team took control of the whole process for us.  Stuart’s knowledge of the sector and issues that arise in these types of deals meant that even when we suffered set backs, he kept the entire deal moving forward”.

Jamie Houston joint MD of Any Waste Solution said “Stuart was recommended to us by someone who had used Vertex Law in the sector for a similar transaction and we would have no hesitation recommending him to anyone else, in fact, if you’re in waste and recycling you’d be mad not to use him”.

Charlton seek £20m injection

Vertex Law’s M&A Team, headed by Stuart Butler-Gallie, has advised Charlton Athletic PLC on the proposed issue of up to 66,666,667 convertible secure corporate bonds each with a value of 30p to be approved at a general meeting of the Company on Monday 10th March 2008. 

The Club are seeking to raise £20million through the issue of the new convertible secure bonds.  Charlton have already raised £14million of the proposed issue through loans made over the last 12 months by five Charlton plc directors.  The money raised will be used to repay existing loans to directors and provide working capital for the Club for the remainder of the season.

The Corporate Bond issue comes after the Club’s relegation from the Premier League at the end of last season and speculation of a potential sale to outside investors.  Charlton Athletic have agreed that the Club and its shareholders interests are best served under the current ownership and management structure.

Peter Varney, Charlton Athletic Chief Executive said “The high level of support from the senior directors for this bond issue demonstrates their ongoing commitment to and belief in the future of the football club to help ensure that the Club is well placed to challenge for the Premier League.”

Stuart Butler-Gallie of Vertex Law said “We have been working very closely with the board of directors of the Company to create the convertible debt instrument that helps the company to move short term debt into a longer term position that also gives the holders an opportunity to take larger equity stakes if circumstances make that attractive”.

Peter Varney went on to say “Stuart has been with us every step of the way on reaching this creative solution to the challenges we face outside the Premier League after seven years.  He is best placed to understand the Club’s needs in this respect, given his close association with Charlton Athletic for over 11 years”.

Municipal and Commercial Waste Group, Verdant Group plc becomes target for expanding recycling led entity, Greenstar

Greenstar UK, one of the leading recycling led waste management companies in the UK has acquired Kent based Verdant Group plc, the leading independent municipal services provider to UK local authorities.

Verdant Group’s core business is providing refuse collection, recycling collection, street cleansing and associated services to 19 local authorities, mainly based in the South East.

Vertex Law’s M&A Team (led by Stuart Butler-Gallie and consisting of Nick Austen, Patrick Lockton, Rachel Saunders and Sue Crist (Corporate), Jeremy Licence, Ed Auger and Kieran Martyn (Property & Environmental) and Pete Kenyon (Tech & Media) assisted by Heidi Smart of HR Smart (Employment) acted for the sellers, Simon and Jon Miles, Roger Edwards and Chris Peal.

Simon Miles, Managing Director and joint principal shareholder in Verdant Group plc said “Stuart has advised us on our entire journey with Verdant since we acquired the Ecovert municipal waste business from Saur UK in 2001. He has an intrinsic and detailed knowledge of our Company and together with the professionalism of our lead advisors, KPMG Corporate Finance, Vertex Law’s input led by Stuart, has brought us to a very satisfactory conclusion in a tight and highly controlled sale process.”

Jon Miles, Executive Chairman and joint principal shareholder of Verdant said “Trust is a key element in any relationship with any advisor. The trust we have of Stuart goes back to the beginning of our own plans for Verdant in 2001. This is further assisted by Vertex Law’s understanding of the waste industry as a whole.”

Vertex Law wins legal advisory role for Chatham Maritime Trust

New Life For Old Hospital

A former hospital and university accommodation site is to be turned into a collection of new homes in Canterbury.

Monro Homes has bought a plot at Stodmarsh Road and plans to convert some of the existing buildings as part of the development, which will create 21 new homes.

Originally the buildings were opened as the Canterbury Sanotorium in 1897 and later in 1948 were acquired by the National Health Service and renamed as the Canterbury Fever Hospital. The site was renamed again in 1958 as The Mount Hospital before it was later used by Christ Church University College as student accommodation. In 1990 the land was designed as a conservation area.

Alistair Morrison, Chairman of Monro Homes said: “We were delighted with the service offered by Vertex as they were able to act very quickly to secure the site in a contracts race. We have enjoyed a close working relationship with Vertex and they have been able to offer us a complete package from acquiring the land to selling the finished project.

“We are particularly pleased to be able to breathe new life into this area which already possesses a fascinating history to it and I am sure these homes will provide an equally interesting future.”

Vertex Plays Pivotal Role In Massive Regeneration Projects

Kent company Vertex Law has been appointed to play a major role in two of the largest regeneration projects in the UK.

The Wembley development is transforming over 70 acres of brownfield land around the newly-opened opened iconic and world-renowned football stadium. Built by property investment and development company Quintain Estates and Development PLC, the scheme promises to create a dazzling urban quarter including 4,000 homes and state-of-the-art leisure facilities with shopping, offices, improved transport links as well as hotels and restaurants.

Vertex will also be dealing with the sale of all private apartments at Middlehaven - a project to redevelop the former Middlesbrough Docks site.  The 80-acre area adjacent to Middlesbrough town centre is a mixed-use regeneration project, which aims to bring back to life the once vibrant dock area, which was the catalyst for the growth of the region as an international industrial centre.

Helen Devy, Head of Residential Sales & Marketing at Quintain, said “The ideal for any developer is to sell units as early in the development process as possible.  To achieve this we need a committed team.  Sue Lattin and Vertex Law are very much part of that team focused on our delivery needs and with an extensive understanding of the complexities associated with these sites at Wembley and Middlesbrough.”

Showing the Way

Vertex Law’s M&A team advised the shareholders of Active Sign Maintenance Limited (“ASML”) on the sale of their shares to local competitor Blaze Neon Holdings Limited (“Blaze”) for an undisclosed sum.

Matrix Private Equity backed Blaze, continued its impressive growth by acquiring the highly desirable blue chip client base of ASML that boasts accounts including Sainsburys and Halifax Bank of Scotland.  The shareholders of ASML continue to operate in the sign manufacturing sector through retained company, Active Signs Limited.

Ian Robinson, Vendor and CEO of Active Signs Limited said: “Vertex Law had been recommended to us from a number of quarters as the best lawyers to get the job done and they did not disappoint; Stuart, Nick and their team worked on time and to budget to deliver the deal that was right for us”. 

Peter Hickson, Vendor and FD of Active Signs Limited added: “A potentially difficult sale between competitive rivals was made so much easier by the professionalism, focus and human side of a team that understands and could guide us every step of the way in this sometimes challenging process”.

Multimedia Publishing Business Secures New Investment

Vertex Law’s Corporate Team advised the principal shareholders of Friday Project Media plc (FPM) in a second round fund raising exercise.

Vertex Law advised FPM on regulatory issues applicable to unlisted public limited companies and provided legal and commercial advice on the strategy planning stages of the fund raising exercise.  Vertex Law also drafted and advised on a shareholders’ agreement to be entered into between the principal shareholders and new Investor and on the production of documentation required for the 170 existing shareholders in FPM to participate in the fund raising exercise.
 

Clare Christian, Managing Director of FPM said: “Any fundraising process is by its nature complex and time-consuming but Vertex Law handled the legal aspects extremely efficiently. Having confidence in their team allowed me to focus on other elements of the process, and most importantly, to ensure our core publishing business was not affected.”

PHS All Clear cleans up Leeds based 3B Waste

Vertex Law’s M&A team further strengthened its reputation as a leading player in the waste and recycling sector in acting for the shareholders of 3B Waste Solutions Limited in the sale of the Company to Charterhouse private equity backed Personnel Hygiene Services Limited for an undisclosed sum. 

3B Waste has developed over a period of only 5 years as the leading independent trade waste operator in Leeds, with additional operations in Hull and York.  3B Waste gives PHS the perfect platform to develop its commercial waste operations in Yorkshire. 

3B Waste’s Managing Director and principal shareholder, Matthew Miles said “Stuart Butler-Gallie of Vertex Law acted for me on the sale of my previous business to Cleanaway.  He has been an intrinsic part of developing 3B towards this exit and performed an additional invaluable corporate finance function with PHS to whom he has sold other commercial waste operators in the past”.

Matthew Miles also said “Stuart and his team not only have an extensive knowledge of the sector but deliver a very personal and committed service in what is often a complex process even for a seasoned vendor like myself.”

Eureka is the solution for Commidea

A market leading company from Kent specialising in card payment processing solutions is to relocate its headquarters to new state of the art offices at Eureka Park, Ashford.

Commidea, which is currently based in Maidstone, has opted to move to the recently completed Northdown complex of the new business park, as the company looks to build on its growing success.

Commidea’s Managing Director Simon Wilding said: “Our relocation to new modern offices at Eureka Park fits in perfectly with the direction of the company. The area is developing fast, making it a very attractive prospect for businesses. We are pleased to be leading the way in the regeneration of the area.”

Kings Hill based Vertex Law helped negotiate the lease for Commidea’s relocation and property lawyer Robert Dodgson said the move was another boost for Ashford.

He added: “Eureka Park is a landmark development and a very prestigious addition to Ashford providing a welcome boost to the local economy. Having such a successful company as Commidea as an anchor tenant of the new Northdown site will only add to the park’s reputation and will make the rest of the business world sit up and take notice.”

Care UK takes control of leading Kent homecare services provider

Members of Vertex Law’s M&A Team advised the shareholders of Homecare Services (Kent) Limited (HCS) in their sale of the entire issued share capital of the Company to a subsidiary of Care UK PLC, Care UK Homecare Limited for an undisclosed sum. 

HCS is one of the leading independent domiciliary care providers in Kent.  It has a close working relationship with Kent County Council and its acquisition by Care UK provides the listed PLC with a presence in the County that to date was missing in its national coverage. 

Anne Taylor, Managing Director of HCS said “Vertex Law had advised us on the merger with Procare (Kent ) Limited in 2005 following which HCS was able to consolidate its position across both east and west Kent.  Stuart and his team have a detailed and intrinsic knowledge of our business as well as the sector as a whole.  Vertex Law provided a comprehensive advice and project management package to us which made us feel fully supported throughout the whole sale process.”

Norman Temple, Strategic Director of HCS, who was tasked with negotiating the terms of the deal with Care UK said “Stuart not only provided us with the detailed legal advice in this matter but was instrumental in negotiating the complexities of the deal structure directly with Care UK plc alongside me.”

Vertex Law wins mill redevelopment legal advisory role

Creative Offer requires creative legal input

Paper Mill back on a roll

Winners of the Kent Design Building Design Award 2006 aquire another site

Kent Company acquires London Firm

Ashford business motors to new commercial future

Share Subscription and Capital Reorganisation at Flightstore

Verdant Group embarks on diversification plan

Vertex Law acts for The Royal Bank of Scotland on its funding of the MBO of Cathedral Works Organisation (Chichester) Limited (“CWO”)

"One-Stop-Shop" Property Group acquires leading property insurance broker

Charlton Athletic plc cancels its AIM Listing

Edgewing deal flys for Vertex

Photolibrary beefs up its food business

Americans get green fingers in the UK

Sand shifts to InterQuest

Business Recovery Team acts on the administration of the Sira Group

FujiFilm Sericol strengthens Dutch business

Waste/Plant Hire Group makes acquisitions in quick succession

Management Team take on M&E Business

Kent has a Great Deal to Offer