Pannone Corporate has advised APRIL Group, the leading wholesale insurance broker in France and Europe, on the cross-border acquisition of Lexham Insurance, a specialist two-wheeler insurance broker.

Lexham was established in 1999 and has since become a leading provider of moped, scooter and motorcycle insurance in the UK.

The acquisition reinforces APRIL’s ambition to expand its international footprint in specialist personal property and casualty (P&C) niche insurance, such as two-wheeler insurance, building on its presence in France and Spain. As part of the deal, Lexham CEO, James Miller, will continue to lead the business with his team.

Pannone’s corporate team included partner Tom Hall who co-led the deal with director Andrew Walsh, with further support from Belinda Cheung and Georgina Bligh-Smith.

Hall said: “This is a fantastic deal to kick the year off with – one that demonstrates the continued appetite of overseas investors and trade buyers, seeking to scale their operations internationally through strategic buy and build opportunities.

“APRIL has built up an excellent reputation in the European two-wheeler insurance sector and the acquisition of Lexham Insurance marks an important step in expanding its presence in the UK market.”

APRIL has a network of over 15,000 partner brokers internationally. With 2,400 employees, the company provides health and personal protection insurance, loan insurance, international health insurance (iPMI), property and casualty niche insurance and savings in investment products.

Marc-André Dupont, Head of APRIL Group property and casualty division, said: “We share Lexham’s passion for customer service and its recognised expertise in network management. With James Miller, who will continue to lead Lexham, we have begun to identify synergies that will enable us to create value across Europe.”

Lexham Insurance offers in excess of 20 different insurance products, including quad insurance, car insurance for motorcyclists, motorhome and camper, as well as motor trade and commercial insurance. It employs 200 employees across three UK offices.

Other advisors on the deal were:

• Charles Pétré and Olivier Cœnon of Caurus Partners (buy-side: corporate finance)
• Jenny Pape at Azets (buy-side: tax and structuring)
• Josh Bates at O’Connors (buy-side: regulatory)
• Osborne Clarke (sellers – legal )
• Grant Thornton (sellers – corporate finance).

Photo credit: Milos Muller

Pannone Corporate has advised on the sale of Eco-Readymix Ltd, a leading producer of mortar and concrete in the North West.

The company, which was established in 2004 and has sites in Wrexham and Ellesmere Port, was acquired for an undisclosed sum by Aggregate Industries, a member of the Holcim Group. The acquisition will reinforce Aggregate Industries’ position in the North West market and also help establish its place in the UK mortar market.

Pannone’s corporate team advised the shareholders of Eco-Readymix. The team included corporate partner, Tom Hall, Bez Borang and Sam Roberts. They were supported by James Harris, partner in the real estate team.

Hall said: “This is a fantastic deal. A regional business that is anchored in a traditional sector, but is forward-looking in its approach, particularly around sustainability and the environment.

“We’re delighted to see the business attracting the attention of a heavyweight, such as Aggregate Industries, and we will watch with great interest as the combined businesses make an even greater mark on the North West market.”

Eco-Readymix produces Ready to Use mortar and Dry Silo Mortar and serves national house builders, groundworkers and civil engineering firms alongside the domestic market.

It also produces ready mix concrete, liquid and traditional screed, concrete masonry blocks and aggregates. The company has strong sustainable credentials. Its Wrexham site is almost entirely powered via a biomass system alongside both wind and solar power. It employs 52 people across its sites.

Dragan Maksimovic, Chief Executive Officer of Aggregate Industries UK, said: “We are delighted to be able to announce the acquisition of Eco Readymix and welcome them to Aggregate Industries.

“As a business, it has clear sustainable values very much in line with our own and will strategically add to our strong footprint in the North West.

“This also marks our entry into the UK mortar market with a knowledgeable and ambitious management that has multiple synergies with our own. The acquisition supports our long-term strategy to continue to grow our business in order to become the UK’s leading supplier of sustainable construction materials and solutions.”

Picture credit: Iryna Melnyk

Pannone Corporate has advised on the share sale of Detectronic– a specialist in sewer and wastewater network monitoring and management.

The Lancashire-based company was acquired for an undisclosed sum by environmental services business Adler and Allan Limited. This is A&A’s fourth acquisition in the utilities sector, and sixth overall in the last 18 months. The deal will further enhance its capabilities in wastewater telemetry and monitoring.

Pannone’s corporate team advised the shareholders of Detectronic, a long-standing client of the North West law firm. The team included corporate partner, Tom Hall, and Andrew Walsh, senior associate. They were supported by Renee Neophytou and Lizzie O’Leary.

Hall said: “Since we first started working with the team at Detectronic more than a decade ago, the company has built up an unrivalled reputation for its innovative and creative approach to environmental services, with extensive experience in sewer and wastewater management.

“The business has achieved enormous success in recent years and the sale to a company of the ambition of Adler and Allan marks an important chapter in Detectronic’s growth journey. As a long-standing and trusted client, we look forward to seeing how the company flourishes under the expert stewardship of Adler and Allan.”

Detectronic is an environmental and engineering company with a proven track record of helping customers prevent flooding and reduce pollution. It designs and manufactures a range of flow and level monitors for wastewater monitoring including LIDoTT, a market-leading range of sewer level monitoring devices.

Steve Woods, Executive Chairman at Detectronic, said: “We are delighted to be joining the Adler and Allan Group. The services it offers, combined with its established position in the utilities market, allows us to extend our expert monitoring and management solutions to more companies.”

Adler and Allan provides environmental services across utilities, energy, and industrial infrastructure, to reduce risk to the environment, people, and organisations.

North West law firm, Pannone Corporate, has advised on transactions with an aggregate deal value of over £550 million in the first half of 2022.

The corporate team, led by partners Mark Winthorpe, Tom Hall and Tim Hamilton, has continued where it left off in Q4 of 2021, by completing 19 transactions, with an average deal value of £29 million. These were completed between January and June 2022 across M&A, IPO and private equity.

High-profile deals include: the cross-border sale of leading producer and supplier of premium organic superfood products, Go Superfoods Limited, to Swedish food-tech and FMCG listed company, Humble Group; the UK aspects of the IPO of TVS Supply Chain Solutions; NVM-backed nZero Group’s acquisition of Orbital Gas Systems; and the acquisition of UK-based eProcurement software company Market Dojo by global cloud platform Esker.

Mark Winthorpe said: “Despite obvious macroeconomic headwinds, the appetite for M&A – both nationally and internationally – has been very resilient during the first half of 2022.

“We have seen a number of instructions acting for private equity-backed groups looking for bolt on acquisitions to maintain their growth curve and, in certain instances, transform underperforming assets. The appetite for new investments also remains strong as private equity bidders become even more competitive in deal processes, as the valuations attributed to corporate bidders has, in our view, softened to a degree.”

He added: “Other stand out themes include truncated deal processes, with average deal periods being closer to two months (and sometimes much shorter than that) than over three months pre-pandemic. This is in part driven by the irreversible move towards technology in the deal process and the desire of sellers to de-risk with supply chain pressures and inflation having an impact on trading outlooks.”

Recent deals which Pannone has also acted on include: the cross-border sale of a controlling stake in Walker Sime by US-based Otak, part of Hanmi Global Group; Procuritas-backed Polarn O. Pyret’s acquisition of Odin Retail; and Maven Capital’s £4.25 million VCT round into baby care brand, Pura.

Tom Hall commented: “Our international M&A practice has had an incredibly strong first two quarters, with high quality instructions for UK assets from French, Spanish, US, Dutch and Swedish clients, amongst others.

“Technology is definitely ‘one to watch’ as US and European buyers show an unabated appetite for high quality targets, especially when coupled with the depreciation in the value of sterling against the Euro and the Dollar. When you combine that level of interest with strong performances across other key markets, such as financial services, online retail and food production businesses, we are confident for the remainder of 2022, with deals we are aiming to complete by the end of the Summer being circa £250 million in value.”

Pannone Corporate has advised on the cross-border strategic investment in risk-led intelligent security solutions provider, Amberstone Security.

The Manchester firm acted as legal adviser to Argenbright Group, a leading provider of human capital services headquartered in Atlanta, Georgia. Through the transaction, the US company will re-establish its UK presence and plans to expand into Europe with Amberstone as its platform company.

The Pannone team was led by Tim Hamilton and included Ashi Amershi, Andy Walsh, Belinda Cheung and Humera Patel.

Tim Hamilton said: “We’re delighted to have acted for Argenbright on this deal and look forward to working with them on the exciting journey that will see them develop as a significant player in the UK and European security sector.

“Argenbright has extensive experience and a strong reputation in the international security market, stretching over four decades. This strategic transaction will extend its global reach and capitalise on the rapid growth Amberstone has experienced in a short space of time.”

Amberstone services key customers in the retail, warehousing, and logistics sectors.

Frank A. Argenbright Jr., Executive Chairman of Argenbright, said: “We are excited to be back in the security business in the UK and I personally look forward to sharing my experiences of providing legendary service and technology-driven solutions to valued clients with the leadership team to help Amberstone take the business to the next level.”

Argenbright intends to invest in growing Amberstone, by adding significant capabilities in account management and sales, as well as selective strategic acquisitions.

Pannone Corporate and Carbon Corporate Finance have advised on the cross-border sale of leading producer and supplier of premium organic superfood products, Go Superfoods Limited.

The Manchester firms acted as legal and financial advisers respectively to the shareholders of Go Superfoods, which was acquired by Swedish food-tech and FMCG listed company, Humble Group. The Pannone team was led by Tom Hall (corporate Partner), Arshnoor Amershi and Humera Patel. The Carbon team was led by partners Tom Johnson and David Kandola.

Go Superfoods, which was founded by CEO Harry Singh in 2008, offers a wide range of superfoods to retail customers and distributors under its own brands Green Origins, Rainforest Foods, and Piura.

Tom Johnson said: “We’re delighted to have advised the shareholders of Go Superfoods on this transaction. Harry and his team have built a leading superfoods business, which will flourish as part of the Humble Group.

“Achieving results such as this for Harry demonstrates Carbon’s commitment to helping business owners realise significant value through strategic sales.”

Tom Hall said: “Go Superfoods is an exciting business that’s really made its mark in the rapidly-growing organic superfoods sector – building strong brand loyalty amongst both consumers and distributors.

“With the vast potential that exists in the marketplace, combined with an ambitious and profitable business in Go Superfoods, this cross-border deal made perfect sense for Humble Group. It allows the business to enter a new niche market segment, while using its own scale and purchasing power to enhance the offering and reach of the multi-channel supplier. We’re delighted for Harry and the team and wish them every success as they embark on the next phase of their growth journey.”

Go Superfoods has established itself as a competitive superfoods supplier with a broad customer base, including specialist and nutrition retailers, distributors, food manufacturers and consumers.

Singh commented: “At Go Superfoods we’ve always strived to be a bridge connecting growers of superfoods in the developing world with European consumers looking to improve their health and wellbeing. Humble is the perfect partner for us to continue our journey with and we look forward to working with Simon Petrén and his team at Humble to accomplish our shared vision.” 

Advisors to Humble were Knight Transaction Services (UK Financial DD), Shoosmiths (UK legal) and Rämsell Advokatbyrå AB (Swedish legal).

Pannone Corporate has advised nZero Group on the multi-million pound acquisition of Orbital Gas Systems to create an industry leader in the UK’s low carbon industry.

The Manchester law firm acted as legal adviser to nZero Group, which acquired Orbital Gas Systems from its NYSE-listed parent company, Orbital Energy Group (OEG) for an undisclosed sum. The deal was backed by NVM Private Equity, nZero Group’s institutional backer.

Cheshire-based nZero Group aims to become the UK’s leading measurement and control partner across the natural gas, petrochemical, biomethane and decarbonisation sectors. It said the acquisition would ensure the necessary skills and capacity are ready and aligned to help the country’s ambition to achieve net zero greenhouse gas emissions by 2050.

Tim Hamilton, corporate partner at Pannone Corporate, led the deal alongside Andy Walsh, Rosie Korcz and Amy Chandler. He said: “nZero Group is an innovative and exciting business, which has perfectly positioned itself in a fast-growth sector driven by the UK’s net zero ambitions. The acquisition of Orbital Gas Systems perfectly complements nZero Group’s strategic aims and bolsters its position, not only in the domestic market, but also internationally.

“We’re delighted to have supported the team in achieving this exciting milestone and look forward to working alongside the company during the next stage of its growth journey.”

The deal will see the enlarged group employ over 150 people with combined turnover in the region of £16million. Over the next three to five years, the company expects to create more than 50 highly-skilled jobs, whilst investing in creating its own engineers for the future through apprenticeship and graduate programmes to address the skills shortage in the UK.

Both companies, which will retain their existing names as part of the deal, will be led by nZero Group managing director, Matt Allen.

Allen commented: “This deal represents a significant step forward in our strategy to become a key contributor in the UK net zero energy transition by bringing under common ownership two of the UK’s leading measurement and control partners across the natural gas, low carbon hydrogen, petrochemical, and waste to energy sectors.

“The UK and many other countries are making significant commitments to tackle the climate crisis. This is creating a growing demand for companies, like Orbital and Thyson Technology – a subsidiary of nZero Group – to provide a blend of existing technologies and innovative solutions to decarbonise, while supporting customers’ commercial and technological challenges to meet the targets they have set themselves or have been set by government.”

Located in Stone, Staffordshire, Orbital Gas Systems specialises in the design, installation, commissioning and maintenance of industrial gas sampling, measurement, and delivery systems. It has nearly 40 years’ expertise in the manufacture of a broad range of innovative technologies for the energy, power, and processing markets.

Pannone Corporate has advised on the USD $8 million investment into games studio and developer of virtual worlds, Dubit. The multi-million dollar deal will fund the world’s first live esports league in the metaverse, starting in Roblox.

The Manchester law firm acted as legal adviser to Metaventures founder and French investor Jean-Charles Capelli, who led the funding round. The Pannone team was led by Tom Hall (Corporate Partner), Andrew Walsh and Behzad Borang.

The capital funding values Dubit at USD $55 million and will enable the Yorkshire-based company to expand its existing metaverse activity, with the launch of the inaugural Metaverse Gaming League (MGL) – branded gaming events and esports tournaments. Following its launch on Roblox, the company intends to expand into other leading metaverse gaming platforms, such as Minecraft and Core.

Tom Hall commented: “We’re delighted to have worked alongside Metaventures and Jean-Charles in what is a hugely exciting deal in a rapidly growing technology space.

“The metaverse is grabbing both headlines and people’s imaginations, as major players commit to the virtual world. With a strong reputation amongst global brands for its development capabilities, the multi-million investment will undoubtedly provide Dubit with further momentum as it continues to expand its presence in the virtual world.”

Established in 1999, Dubit works with companies such as Disney, Facebook and Lego, and is already taking brands into Roblox. As part of its ambitious growth strategy, Metaventures and Dubit also plan to create consumer lifestyle experiences such as concerts and fashion shows for the metaverse.

Jean-Charles Capelli said: “Dubit is in the perfect position to take advantage of the new opportunities in the metaverse. No other company has 20 years’ experience in developing and launching virtual worlds, combined with a great network of brands and organisations that it works with around the world. As an entrepreneur and musician, I’m proud to invest in Dubit, and I’m excited to help scale up the incredible experiences it creates for users of Roblox and other metaverses.”

The Legal 500 is positioned as the ‘client’s guide to the best law firms’ because it is underpinned by client feedback and insight about how a firm and its lawyers work. It’s an important benchmark, which celebrates our team, allows us to build on success and strive for continuous improvement.

The Legal 500 rankings for 2022 – highlighting the practice area teams who are providing the highest quality legal advice – feature Pannone Corporate in 15 areas of law, moving up in two corporate & commercial, and commercial property.

The rankings include Tier 1 listings for our contentious trusts and probate, media and entertainment, and debt recovery teams. As well as the teams’ success, three people were named in the Hall of Fame, the firm had six namechecks for ‘leading individuals’, two ‘next generation partners’ and four mentions for ‘rising stars.’

Beyond the numbers and fantastic recognition in the rankings, we’re proud to see all the feedback from clients. Here’s what they said:

Contentious trusts & probate

“What sets them apart is their ability to combine their knowledge of the law, the softer skills of client care and an ability to be direct. The clients I have referred to them are by the nature of the specialism in a highly emotional state and every one of them has been gushing in their praise of the work done by this team.”

Debt recovery 

“An engaging, tenacious team who are practical and efficient in what they do. They have worked with us and our functions to provide a seamless recovery service to suit our business needs.”

Media & entertainment

“Liaison with clients takes on a personal form and the relevant legal staff do not need reminding about issues. They keep in touch.”

Employment 

“Responsive, accessible and commercial practitioners who work with us, as the client, to arrive at the right outcomes for our business.”

Health & safety

“A new team but one with excellent experience and technical expertise with a dynamic can-do approach and a personable demeanour.”

Intellectual property

“…amazing from our first meeting right to the conclusion of my case, our first meeting gave me hope in a situation which I had long since deemed a lost cause… extremely empathetic to my situation and secured a settlement against a formidable adversary.”

IT & telecoms

“Attentive, personal and always available for advice and guidance.”  

Professional negligence

“Highly specialised firm with a strong track record in claimant professional negligence work.”’

Commercial litigation

“Pannone Corporate has lawyers at the top of their respective disciplines and a client base to match. Customer service is a key ethos at the firm with a high degree of partner involvement ensuring the client gets the service it needs. Electronic document management and searching ensures that key documents are identified early in the case.”

Corporate & commercial

“…adaptive and pragmatic in their guidance and advice. We completed three transactions with them and found them to be sensibly priced and adaptive in their approach to the size and scale of due diligence required.”

Property litigation

“Pannone Corporate strikes an excellent balance: they have the big-firm capacity to handle large and complex cases, but the small-firm responsiveness and personal touch. They have the flexibility and skills to manage cases that cross between different fields, for example real estate litigation that raises company law, insolvency or property damage issues.”

Commercial property

“The approach of Pannone and their staff is very much aligned to our values, what is important to us and the way we like to operate, Pannone recognise this and it’s reflected in the service they provide. It’s important when dealing with legal matters that a firm has the ability to tailor its service to work in partnership with its clients, take time to understand our objectives, the way we operate and therefore offer a more bespoke service to deliver the right outcomes. I feel that this is a specific strength of Pannone.”

Insolvency & corporate recovery 

“The team are always ready to help and have found innovative solutions to technical problems.”

Construction 

“All of the partners feel like extended members of the in-house team. They are flexible and accommodating.”

Pannone Corporate has advised Europe’s leading call tracking provider, ResponseTap, on the sale to Infinity in an undisclosed deal.

The Manchester law firm acted as legal adviser to Salford-based ResponseTap, which was acquired by call intelligence provider, Infinity, from the company’s management and venture capital investors. The team was led by Tom Hall (Corporate Partner) and Arshnoor Amershi (Senior Associate), with support from Behzad Borang.

ResponseTap has built up a strong reputation for the development of highly innovative customer experience software to predict caller intent and personalise the call experience. This will combine with Infinity’s leading conversation analytics suite, which enhances its core call tracking services. It will allow the enlarged SaaS group – which has annual recurring revenues of £15 million, employing 135 staff – to better serve its 350 enterprise and over 1,000 SMB clients.

Tom Hall said: “We have worked alongside the founders of ResponseTap for the last 10 years, following the company on an impressive growth journey that has attracted significant interest from across the market.

“ResponseTap has developed and launched pioneering speech analytics technology, expanded beyond its North West roots to international territories, and built up an enviable client portfolio, including Virgin Money and luxury travel group, EFR Travel. It’s a real success story for the region and a significant deal within the marketplace.”

Pannone Corporate has acted for the management team, Maven Capital Partners, and Mercia Fund Managers, on the proposed sale of Macclesfield-based fintech start-up, Mojo Mortgages, to RVU – the owner of multiple digital brands, including Uswitch, Confused.com and Money.co.uk.

The transaction remains subject to regulatory approval and customary closing conditions.

Mark Winthorpe, corporate partner, who lead on the deal, commented: “Mojo is fantastic North West success story, demonstrating the significant potential that exists in the regional’s fintech community when you cleverly combine smart technology with market and consumer insight. This deal is testament to the considerable investment and ambition that the team has made in the last few years and is an exciting milestone in the growth journey of the tech start-up.”

Pannone Corporate has advised Place Capital Group on the acquisition of Fourth Street Place Consultants.

The corporate team, led by partner Tim Hamilton, advised the housing estate regeneration specialist on its first acquisition as part of an ambitious buy and build strategy.

Fourth Street Place Consultants is a specialist place making consultancy which works with public and private sector clients involved in place making and destination-led developments. As part of the transaction, Fourth Street will retain its own brand and management structure and will continue to serve existing clients, while launching a new expansion plans with the support of Place Capital Group.

Commenting on the acquisition, Tim Hamilton said: “Place Capital Group is an exciting and highly motivated business that is well placed to achieve rapid growth in a vital regeneration sector that is underpinned by a comprehensive national strategy – one that is intended to improve and accelerate estate regeneration schemes to deliver more and better quality housing, drive local growth and improve outcomes for residents.

“Fourth Street lays the perfect foundations for growth and will undoubtedly help to unlock increased market potential, as their complementary expertise are combined to fulfil a growing portfolio of partnering contracts with local authorities and housing associations.”

Place Capital Group, which was formed by David Smith-Milne and Peter Martin in early 2021, works with large public organisations such as local authorities and housing associations through Strategic Development Partnering contracts, applying its expertise and capital solutions to the regeneration of housing estates to create much needed additional affordable and mixed tenure housing.

David Smith-Milne, Place Capital Group Chief Executive, said: “We are delighted to be bringing Fourth Street into the Place Capital Group. The acquisition made perfect sense as the Fourth Street team is totally aligned to our vision to bring excellence and creativity to the regeneration of the UK’s forgotten housing estates.”

Dan Anderson, who formed Fourth Street alongside Jim Roberts in 2012, added: “We were immediately drawn to the Place Capital Group concept – both its commercial structure and its ambitious and transformative vision to bring much needed, imaginative place-making to housing estates across the UK. Through the deal, we retain all that is special and unique about Fourth Street but get the added benefit of being part of an ambitious, challenging and mission-led group structure that will introduce much needed new thinking to the UK’s housing problems.”

Pannone Corporate’s corporate team works with a wide range of clients, including private equity houses and businesses large and small across multiple sectors.