National law firm Shoosmiths has advised TTA (2007) Limited on the sale of The Travel Network Group Limited to a newly established company, TTNG Investments Limited as part of an internal management buyout.

TTA (2007) Limited, is backed by Alcuin Capital, who specialise in making growth capital investments and supporting management buy-outs in smaller-middle market companies based in the UK.

The Travel Network Group is the largest independent travel network in Europe, with over 800 members. They provide a range of membership propositions, products and services that enable new or existing travel businesses to operate within the travel sector.

Corporate partner Emma Gibson led the deal, supported by associate Nina Smith. They worked to tight timescales over the festive period to ensure that the deal was completed in just four weeks.
Investment Director, Nick Seaman at Alcuin Capital, commented: 'I would like to thank the team at Shoosmiths for completing this deal within a very tight timescale. The transaction had its challenges but Shoosmiths, through their flexible approach and hard work, were able to close the deal in a timely fashion. I look forward to working with them again.'

Commenting on the deal, Shoosmiths' Emma Gibson said: 'This was a complex transaction but the team worked up against tight deadlines to achieve this excellent result for our client. We are pleased to have been able to support Alcuin Capital on this transaction and wish both parties every success for the future.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law firm Shoosmiths has sponsored a special briefing organised by the Rail Working Group (RWG) to discuss how the Luxembourg Rail Protocol will impact the railway industry.

The forthcoming Luxembourg Rail Protocol legislation will create a new global system for the recognition and prioritisation of security interests, particularly those held by lenders and lessors, registrable at a new international registry.

The briefing session, held at the House of Lords, was well attended by rail companies, banks and MPs who were keen to learn more about how this will help shape the future of the rail industry.
Shoosmiths corporate partner and rail industry expert, Martin Fleetwood, said:

'This is an exciting development for the rail industry as it will provide more opportunities for cheaper finance from the private sector for railway rolling stock. Further investment in the rail industry is needed and this is a step in the right direction that will support the growth of the sector by providing greater support for private finance of railway rolling stock. Currently the majority of the finance for rolling stock comes from the public sector and if more private finance was available, the public funds could be used on improving or building new infrastructure.'

The aim of the Rail Protocol is to relieve governments, as well as state- and privately owned operators, of the need to allocate precious capital to rolling stock. This is particularly important for developing countries where an extensive and well-functioning rail sector is critical for economic growth.

The Rail Protocol will introduce a new unique identification system for railway equipment which will identify a creditors rights in each item of railway rolling stock recorded in the new international registry. This means that the creditor's interest can be known, wherever in the world the item of rolling stock is running. It applies to all equipment running above, on, or under a permanent guide-way; from high-speed trains to single cars on mountain railways, from freight locomotives and wagons to trams and metros, and from people movers at airports to gantries and cranes running on rails at ports.

Shoosmiths rail team has expertise built on involvement in the industry since privatisation and understands the marketplace well. It acts for a wide spectrum of rail industry bodies such as rolling stock manufacturers, leasing companies and operators (passenger franchises and freight), and a passenger transport executive. They are expert advisors on procurement of new rolling stock, ticketing and gating equipment; manufacturing and supply agreements; property and construction; rail franchising; asset management; financing; health and safety; PFI transactions and engineering, maintenance and servicing agreements.

Shoosmiths' corporate team acted for long-standing client Octopus Ventures, the venture capital arm of the Octopus Group, on the sale of Touchtype to Microsoft.

London-based Touchtype is a long-standing investment of Octopus and Shoosmiths has advised on funding rounds since 2010. Touchtype's best-known product is the SwiftKey artificial intelligence predictive keyboard app which is installed on millions of Apple iOS and Android devices. SwiftKey has also been part of an ambitious project to enhance the communication system used by world-renowned scientist Professor Stephen Hawking.

The company was set up by Cambridge University graduates Jon Reynolds and Ben Medlock in 2008, and is the latest UK artificial intelligence (AI) firm to be bought up by a US tech company.

The Shoosmiths team, led by partner Alastair Peet and tax partner Tom Wilde, assisted by associate Al Hammerton, advised Octopus Ventures on all corporate and tax aspects of the sale.

Jo Oliver of Octopus Ventures said:

"We have a fantastic relationship with Shoosmiths - in a deal such as this, it's important to have lawyers who understand our approach and how we think. We greatly appreciated the commercial and practical legal advice they gave us, and their cool heads under pressure".

Reed Smith acted for Microsoft, and Cooley for the company and founders.

Octopus launched a new $140m fund dedicated to European businesses last October. Octopus Zenith Opportunities II has already made its first investment, joining forces with Google Ventures in July 2015 to lead a $60m financing round in luxury travel site Secret Escapes.

Shoosmiths was recently ranked joint first in the Experian Deal Review and League Tables 2015 for volume of UK deals completed (and 5th in Europe).

Bearer shares were abolished by The Small Business, Enterprise and Employment Act 2015 ('the Act'). Holders of bearer shares have until 26 February 2016 to surrender them to the company for conversion into registered shares or risk their cancellation.

What are bearer shares?

Share warrants to bearer (commonly known as bearer shares) are a form of unregistered share where ownership is evidenced by physical possession of the relevant share warrant. This contrasts with registered shares where ownership is evidenced by entry of the shareholder's name into the register of members.

Although they are not common, bearer shares can arise in many types of company - we have encountered them in a privately owned nursery business in the last two years.

In keeping with the government's drive for greater corporate transparency, bearer shares were abolished by the Act which:

• prohibited the creation of new bearer shares on or after 26 May 2015 and;
• required all existing bearer shares to be surrendered for conversion into registered shares during a 9 month voluntary surrender period starting 26 May 2015 and expiring on 26 February 2016

With the expiry of the voluntary surrender period approaching, both the holders of bearer shares and companies that have issued them should take note and act appropriately.

Voluntary surrender of bearer shares

The holders of bearer shares have until 26 February 2016 to surrender them to the company for conversion into registered shares.

To incentivise the holders, the Act provides that from 26 December 2015:

• all rights attaching to the bearer shares are automatically suspended
• any agreement to transfer the bearer shares is void and
• any dividends paid on the bearer shares must be paid into a separate interest bearing bank account.

These suspensions will cease if the bearer shares are surrendered to the Company before 26 February 2016.

Application to cancel bearer shares

If any bearer shares remain after 26 February 2016, the company must to apply to court for their cancellation as soon as reasonably practicable and in any event within three months.

If the court is satisfied that:

• the company has complied with its obligations to notify the holders of their right to surrender the bearer shares and the consequences of failing to do so or
• the holders had actual notice by other means,it will make a cancellation order. If the court is not satisfied, however, it will make a suspended cancellation order. The holders then have a further two months to surrender their shares before the cancellation order takes effect

When a cancellation order is made:

• the bearer shares are cancelled from the date that the order takes effect
• the company must notify the reduction of share capital to Companies House and
• the company must pay into court within 14 days an amount equal to the nominal value of the bearer shares, any share premium paid on them and any accrued dividends

Former holders of bearer shares may then apply to court to claim any sum paid into court in respect of their bearer shares.

Comment

Given the cost implications of a court application a voluntary surrender of bearer shares is in the best interests of both the holders and the company.

If you are a holder of bearer shares that remain outstanding, act now to preserve your shareholding by surrendering them before 26 February 2016.

If you are a company with bearer shares that remain outstanding, you should make further attempts to contact the holders and seek their surrender before 26 February 2016.

Under the new Market Abuse Regulation (MAR), set to come into force on 3 July 2016, the market abuse regime in the UK will be updated.

For more on the MAR updates generally see here. Whereas the previous Market Abuse Directive only applied to instruments admitted to a regulated market, MAR will apply to a number of different financial instruments including any admitted to multilateral trading platforms such as the Alternative Investment Market (AIM).

MAR sets out the Financial Conduct Authority (FCA) as the competent authority in relation to enforcing the provisions of MAR as implemented. However, as the market authority and as part of the overhaul of the current regime the London Stock Exchange (LSE) has issued guidance on the effect of MAR on the AIM Rules, in particular its impact on the rules of disclosure under Rule 11.

Rule 11 contains the general obligation on an AIM company to issue a public announcement via the regulatory information service of certain new market sensitive information. Should an AIM company develop a change in financial condition, sphere of activity, performance of business or expectation of performance then it must, without delay, issue a notification.

The AIM Rules have sat within a wider regulatory landscape for some time but the LSE acknowledge that retaining Rule 11 will mean AIM companies have obligations to two regulators. However, in terms of MAR, only the FCA has competent authority to conclude whether a company is compliant with the regime.

The LSE will work closely with the FCA on these matters and will conduct a market consultation should the AIM Rules require any change.

The dual regulation should not present much difficulty to the market as the FCA currently has regulatory powers over AIM companies in respect of the current market abuse regime. However, certain documents forming part of the admission process will need to be updated, such as share dealing codes and memoranda of directors' obligations. Nominated Advisers are recommended to familiarise themselves with the new MAR regime and its interaction with the AIM Rules prior to its coming into force on 3 July 2016.

This year will see an overhaul of the market abuse regime across the EU with the implementation of the new Market Abuse Regulation (MAR) under the latest Market Abuse Directive (MAD II).

MAR comes into force on 3 July 2016 alongside the Directive on criminal sanctions for market abuse (CSMAD) from which the UK has opted out. The new regime aims to enhance market integrity and investor protection.

As a regulation, MAR will have direct effect in all member states and will supersede the UK's current market abuse regime contained in the Financial Conduct Authority (FCA) handbook and Financial Services and Markets Act 2000 (FSMA). The FCA is currently conducting a consultation on updating the FCA handbook and FSMA to reflect the impending changes.

Whilst the current UK regime is super-equivalent to what is required under EU law and as such much of the market abuse regime will remain broadly unchanged, there are a number of important changes. The changes include, amongst others:

• Inside information and disclosures

The definition of inside information has been widened and will capture information relating to spot commodity contracts.

The obligation to disclose information to the market has been extended to include some Emission Allowance Market Participants (EAMPs), although they will not be affected until January 2017 as part of staged implementation. In relation to the Alternative Investment Market (AIM), the London Stock Exchange has issued specific guidance and you can read more about the impact of MAR on the AIM Rules of disclosure here.

• Inside dealing and unlawful disclosures

The rules on dealing and unlawful disclosures will not change a great deal but there is to be a clarification that use of inside information to cancel or amend an order is deemed insider dealing. Similarly, inducing someone else to engage in such activity is insider dealing.

• Market manipulation

The regime has been extended so that it will catch attempted manipulation of the market, misuse of benchmarks and certain behaviour in relation to spot commodities. Acting in collaboration with others to secure a dominant trading position will be caught under the new regime.

There will also be updated rules in respect of insider lists, suspicious transactions reports and whistleblowing.

MAR will apply to financial instruments trading on any market, multilateral trading platforms (such as AIM), recognised organised trading platforms, and instruments which depend on or affect the price of an underlying instrument, i.e. a credit default swaps or contracts for difference. EAMPs will also be subject to MAR.

The new regulation should bring about a more harmonised approach to market abuse across the EU and this should be welcomed. The increased coverage of abusive behaviours and manipulative conduct creates a fairer market both at a UK level and hopefully across the single European market. However, many professional advisers will need to think carefully about their current processes in light of the wider scope of MAR and how they handle market sensitive information going forward. Advisers, investors and institutions will all need to be aware of what instruments are subject to MAR and where the line between inside and public information lies. Anyone brought 'over the wall' will need to treat relevant information they hold very carefully.

The Manchester office of national law firm Shoosmiths advised on almost £900m worth of deals in 2015, it has been revealed.

Manchester corporate partners Karen Procter and Kieran Toal and say the volume of activity was a signal of the robust health of the city region's corporate deals market.

Notable merger and acquisition activity led by Toal in 2015 included acting for Truworths International Limited on the £256m acquisition of an 89% stake in Office Retail Group.

The Shoosmiths team also advised private equity firm NorthEdge Capital on a management buyout of TKC, a Greater Manchester-based kitchen trade supplier, and NVM Private Equity (NVM) on its investment of development capital into Bolton-based Love Energy Savings (LES).

Partner Karen Procter advised Chase Templeton on 10 significant acquisitions during 2015 including Atlas Consulting Group and private medical insurance consultancy, Consilium Employee Benefits.

The Shoosmiths Manchester team has advised Chase Templeton on more than 50 acquisitions since the private health insurance specialist secured investment from Palatine Private Equity in 2013.

Chase Templeton, which is headquartered in Darwen, Lancashire, and works with insurers including Aviva and Bupa, is now the biggest consolidator in its market and Shoosmiths' Karen Procter has advised them all along the way.

Kieran, who was recently singled out as one of the UK's 'up-and-coming M&A stars' by trade publication Legal Week, said a combination of entrepreneurial flair and globally significant corporate finance expertise was driving activity in the marketplace.

He said: 'The private equity houses founded, owned and managed in Manchester are critical to the continued health of the regional economy because they are helping to fund the growth ambitions of businesses from all sectors and creating jobs and wealth.

'The native Manchester PE houses enjoy some distinctive advantages over their London competitors. Local decision-making is faster and often more effective and local networks and insight can bring the kind of value to a deal which isn't counted in pound coins.'

Karen Procter added: 'Proximity also enables the investment professionals in private equity-backed businesses to work much more closely with management teams in investee businesses which is particularly helpful for buy-and-build strategies.'

Nationally, Shoosmiths was recently ranked joint first in the Experian Deal Review and League Tables 2015 for volume of UK deals completed (and 5th in Europe).
The team was also recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

Karen said: 'The Shoosmiths team is developing an enviable reputation for providing the very best services in the corporate finance sphere and we're very confident of further growth in 2016.'

From 6 April 2016, most UK companies, LLPs (limited liability partnerships) and SEs (Societas Europaea) will be required to keep and maintain a register of the persons with significant control over them.

Even dormant companies and companies limited by guarantee will be caught by the new law, which places certain legal duties on both companies and the persons with significant control over them.

Companies and the persons with significant control over them who fail to comply with their respective duties under the new law face the risk of heavy penalties, ranging from fines (in some cases unlimited) to possible imprisonment. Liability for failure to comply with the new requirements can also extend to a company's directors and secretary.

Even if there is no person with significant control over a company, that company will still need to keep a register and make a statement to that effect.

To help you understand whether your organisation will be affected by the new law, we have created a brief guide that answers some frequently asked questions and offers you a quick at-a-glance overview of the new requirements, including:

• whether your organisation needs to keep a register of persons with significant control;
• how to identify a person with significant control; and
• what to do if your organisation is controlled by a legal entity instead of a person.

Shoosmiths LLP would be happy to advise you on all aspects of compliance with the new requirements.

The government is consulting on implementation of a range of provisions in the EU Accounting Directive which could result in simpler accounting requirements for smaller companies.

The consultation, entitled 'UK Implementation of the EU Accounting Directive: Chapters 1-9', outlines a number of new mandatory EU requirements and sets out the government's proposals where new options are available under the Directive.

Size thresholds

The Directive sets out mandatory thresholds for determining size for micro-entity, small, medium-sized and large companies. These are based on balance sheet total, turnover and average number of employees. The government intends to raise the current UK thresholds to bring them in line with the new mandatory EU requirements which the Directive will impose.

The government estimates that the mandatory threshold increase for small companies would mean approximately 1,000 medium sized companies will be re-categorised as small. However, as part of its ongoing commitment to reduce unnecessary administrative burdens on small business, it is also considering whether to invoke an option in the Directive to increase the threshold further for small companies. This will, it says, allow approximately 11,000 additional companies to access the lighter touch financial reporting framework available under the small company accounting regime.

It is not intended at this stage that the increase in the small company threshold should apply for the purpose of exemption from audit. This will therefore result in two thresholds - one for the purposes of the small companies' regime for accounting purposes (which determines, for example, the level of information to be presented in accounts) and one for the small companies' audit exemption (which determines whether a company is required to have its accounts audited). The government has said it will consider raising the audit exemption threshold in due course.

Other proposals

Amongst other proposals, the government is also consulting on whether:

• to retain the full requirement for disclosure notes to the accounts for small companies. The Directive offers member states an option to reduce the number of mandatory notes from 13 to 8, but the government believes that the 5 optional notes are not unduly burdensome on small companies. It is therefore proposing that the full 13 disclosure notes should be retained
• to allow small companies, if they wish, to prepare and circulate abbreviated accounts to their shareholders. Currently, whilst small companies are permitted to publish abbreviated accounts, they must prepare and circulate a full set of accounts to shareholders. The government believes that, having regard to the size and nature of their business, directors and shareholders together should have the choice about the level of detail to be included in the accounts
• to remove the requirement for micro-entities to prepare a directors' report
• to allow public companies to participate in the small and medium sized accounting regime if their shares are not traded on a regulated market
• to provide greater flexibility in the layouts of profit and loss accounts and balance sheets
• to require companies to set out their subsidiary information through their accounts, rather than in annual returns

Next steps

The consultation closes on 24 October 2014 and the government aims to issue its response within 12 weeks of that date. It is expected that implementing regulations will be introduced in early 2015, with the changes first applying to financial years beginning on or after 1 January 2016.

UK law firm Shoosmiths has advised process equipment specialists, ESI Process UK Limited ('ESI'), on its acquisition of Fluid Controls Limited ('Fluid Controls').

This is ESI's latest acquisition since the company was bought by Swedish international industrial group, Indutrade AB, in 2013.

Indutrade AB listed on the Nasdaq, OMX Stockholm Exchange, markets and sells components, systems and services with a high-tech content within selected niches. It is organised into six business areas: Engineering and Equipment; Flow Technology; Fluids and Mechanical Solutions; Industrial components, Measurement and Sensor Technology and Special Products. It recently posted sales in excess of 11 billion Swedish krona.

Fluid Controls Ltd was founded in 1988, as a distributor of high quality pressure control equipment to the Oil and Gas industries. Since then it has grown considerably, adding strength to their portfolio and becoming established as a preferred supplier to many world-leading manufacturers and blue chip companies. Specialists in Pressure Management, Fluid Controls supplies to a broad range of industries and is now one of the UK'S leading distributors for pressure control.

The Shoosmiths corporate team, comprising of corporate partner Ben Turner, Alistair Hammerton, Raashi Jain advised the ESI Process UK management team on corporate aspects of the deal. Tax, pensions and employment advice was provided by partner Kate Featherstone, partner Paul Carney and associate Nick Vernon, respectively.

CEO of ESI, Morgan O'Brian, said: 'Shoosmiths has provided us with a seamless service throughout our acquisition of Fluid Controls. Fluid Controls is a leading distributor for pressure control and so is an important acquisition for Indutrade as it continues to expand its footprint across the UK.'

Shoosmiths corporate partner, Ben Turner, added: 'It was a pleasure to advise ESI and Indutrade on this strategically important acquisition. The Indutrade group is a serial acquirer offering a different, credible type of exit to mid-market manufacturing and industrial component supply businesses. We wish them every success as they continue to implement their ambitious growth plans for the UK and elsewhere'.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law firm Shoosmiths has advised long-standing clients, Porterbrook Leasing Company, on a deal to provide 9 different fleets of rolling stock for use over the Arriva Trains Northern routes.

The Shoosmiths' team was led by partner Martin Fleetwood. Martin is a member of the Shoosmiths' Transport And Infrastructure Team. The team advised Porterbrook on the master lease agreement, the leasing contracts for all 9 fleets, as well as on the agreement for the refurbishment works and the direct agreement between Porterbrook and the Department for Transport (DfT).

Olivier Andre, Commercial Director of Porterbrook, said: 'It is a pleasure to work with lawyers who take the time to understand the nuts and bolts of our business and are experienced enough to advise upon lease transactions such as these. Shoosmiths has done an excellent and diligent job for what is a very important deal for Porterbrook, which will enhance customer usability considerably.'

Shoosmiths' Martin Fleetwood, said: 'It was a pleasure to advise Porterbrook on this matter which will transform passenger experience for persons of reduced mobility across the Northern network as well as improve the experiences of other passengers.'

Porterbrook's investment to date in the UK rail markets totals to £2.7 billion in new trains and over £300 million on existing fleet refurbishment. The company's aim in the coming years is to not only continue with investment in new trains and associated equipment for the UK rail industry but to also improve reliability, availability, maintainability and safety characteristics by working closely with the freight operators, train operators and suppliers to identify opportunities.

Shoosmiths' transport and infrastructure team acts for a wide range of transport clients including Hitachi Rail, Stagecoach (including South West Trains and East Midlands Trains), Porterbrook Leasing, Centro and Swiss International Airlines. The team has expertise in all forms of transport including aviation, freight, light and heavy rail. They were crowned regional Transport Law Firm of the Year 2014 by the Legal 500.

Law firm Shoosmiths has advised the management team of Babington Group (Babington), the skills and corporate training business, on their MBO, backed by private equity firm RJD Partners (RJD).

Founded in 1974, Babington employs more than 300 staff, and operates in the fast-growing technical and professional training sector, providing government-funded apprenticeship training in areas including accountancy, financial services and digital marketing, as well as privately funded programmes including leadership and management. It currently works with around 12,000 learners per annum, with its head office in the East Midlands, and delivery nationwide.

RJD's investment will help support Babington's next phase of growth, as it continues to strengthen its position in the training market.

Shoosmiths' corporate partner Sanjeev Sharma, senior associate Iain Butler and solicitor Aleksandr Bosch advised Babington's management team on all equity elements of the deal. Banking partner Shaun McCabe and solicitor Victoria Sham provided banking advice.

Carole Carson, chief executive at Babington, said: 'Shoosmiths really impressed us with their knowledge and expertise and throughout the transaction we felt that the client service given to us by Sanjeev and his team was superb. Their commitment and focus was outstanding.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law firm Shoosmiths has advised Californian games publisher Maximum Games LLC ("Maximum Games") on their acquisition of UK-based video games developer and distributor Avanquest Software Publishing Limited ("Avanquest").

The acquisition is an integral step in Maximum Games' future growth strategy and brings together the unique strengths of two commanding companies to deliver the highest level of console and PC video games to consumers around the world.

The acquisition marks the North American games publisher's move to expand distribution of its games globally, providing worldwide audiences with the same innovative video games delivered in the Americas.

Shoosmiths corporate partner, Stuart Murray and solicitors Jen Paton and Alexander Lamley advised Maximum on all the corporate elements of the transaction.

Christina Seelye, chief executive of Maximum Games, said: 'We were provided with excellent advice from Stuart and his team at Shoosmiths, who made the acquisition of UK-based Avanquest a painless process, despite complex cross-border issues.

'We look at this exciting next step as the most effective way to broaden the reach of our video games, offering our studio partners the same focus and attention in Europe as we currently offer here in North and South America.'

Shoosmiths' Stuart Murray, said: 'We were very pleased to have advised Maximum Games through the acquisition process and wish them all the best as they expand their reach in to Europe.'

The company will operate solely under the Maximum Games name and the primary operational headquarters of Maximum Games will remain in Walnut Creek, CA, where the video game publisher has been based since it was founded in 2009.

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

From 30 June 2016, companies will have to send annual information to Companies House by way of a confirmation statement.

The new confirmation statement (CS01) will replace the annual return (AR01) as a means of providing up to date company information for the public register. Companies will have to confirm that they have either already delivered all required information to Companies House or that it is being sent at the same time as the confirmation statement.

For a company whose details do not change year on year, the new procedure will simply involve a 'check and confirm' that information held by Companies House on the registered office, SAIL address, officer appointments and company records is accurate.

However, for all companies submitting the confirmation statement for the first time, the confirmation statement will involve providing additional new information. With the introduction of a shorter grace period for filing, companies are therefore encouraged to ensure that they have their information ready to submit with the new CS01 statement.

The key changes for the new regime are:

• PSC Register information: Companies have had to keep their own registers of people with significant control since 6 April 2016. This information will now need to be included as part of the confirmation statement and, for the first time, the information will be available to the public online
• Compliance period: Companies will need to file their first confirmation statement on the date on which their next annual return would have been due. The 28 day filing period has, however, been reduced to 14 days. As before, failure to file within the required period is an offence which will make the company and its officers liable to a fine. Companies, particularly those whose annual returns would have been due on 30 June or in early July, should therefore ensure that they are ready to act as soon as the new confirmation statement forms are released. Companies may wish to file their annual returns early, before 30 June, to postpone dealing with a new and unfamiliar CS01 form
• Single annual fee and multiple filings: Whilst the fee is to remain the same (£13 online or £40 for paper filing), it will be payable annually rather than per statement. At least one confirmation statement must be filed each year, but companies may choose to submit more than one during that period. This may be particularly useful where multiple changes occur throughout the year. The annual requirement to file a confirmation statement will run from the date on which the last statement was made

The new confirmation statement can be used to provide Companies House with details of changes which have occurred in respect of a company's:

• Standard industrial classification code, or SIC code
• Statement of capital
• Trading status of shares
• Shareholder information
• PSC register information

Any other changes, such as changes of directors, secretaries, registered office or single alternative inspection address, must be notified on separate forms.

Be prepared

Companies whose next annual return is due on, or shortly after, 30 June 2016 will need to ensure that they are ready to provide the additional information required by the new confirmation statements in order to comply within the shorter grace period.

Our company secretarial team provide a wide range of company secretarial services and can assist in compliance with the new confirmation statement requirements. Please contact Siân Sadler on 03700 868440.

The government has confirmed that it will be pressing ahead with plans to make changes to partnership legislation for private equity and venture capital funds.

The proposals, which will see the creation of a new private fund limited partnership vehicle (PFLP), are expected to be in place by April 2017.

Limited partnerships are a widely used structure for European private equity and venture capital funds. By reducing the legal complexity and administrative burden associated with such structures, the government's aim is to retain the limited partnership as the market standard in an increasingly competitive global market.

Our 2015 article outlined the original proposals from the consultation. The government has now considered, and responded to, the submissions received. It has outlined a number of changes to the initial plans, which include:

• Certification: on application for PFLP status, there will no longer be a requirement for a solicitor to certify that the limited partnership meets the qualifying registration requirements. This may now be certified by the general partner
• Time limit: there will no longer be a time limit within which existing limited partnerships may re-designate as PFLPs. The originally proposed one-year transitional period has been removed and existing limited partnerships may apply for re-designation at any time
• Eligibility: in response to concerns over confusion in ascertaining whether a fund would be eligible for the PFLP regime the government has confirmed that, in using the definition of 'Collective Investment Scheme', it will exclude the exceptions under s.235(5) of the Financial Services and Markets Act 2000. This will enable more funds to be included and will avoid costs involved in identifying whether the funds would have been caught by the exceptions
• Strike off: the proposal to include a strike-off procedure for PFLPs has been parked, for the time being, following concerns over the potential loss of limited liability status for limited partners where the strike off is not accompanied by a winding up. In addition, in order to achieve the intended outcome of an up to date register, the government recognised that it would need to be applied to all limited partnerships. It will therefore explore this separately
• White list: in response to calls for a wider list of 'white list' activities which a limited partner may carry out without losing its limited liability status, the government has confirmed that it will clarify that the list is not intended to be exhaustive, although it declined to add any further activities to the list
• Capital contributions: the proposed removal of the requirement for limited partners to make a capital contribution has been confirmed, but there will now be a carve out treatment for existing limited partnerships:

If the limited partnership was established before the new legislation, capital contributions made before transfer to PFLP status will be treated as under the existing regime (ie will not be withdrawable, if withdrawn the partner will remain liable and the capital contributions will continue to be declared). Capital contributions made after transfer to PFLP status may be withdrawn without liability and without the declaration requirement

For limited partnerships registered after the implementation of the new legislation, on transfer to PFLP status, all capital contributions need not be declared and will be withdrawable, regardless of whether they were made before or after the designation of new status

• Winding up: following concerns that allowing limited partners to wind up the company without a court order would lead to them taking part in management decisions, and thus losing limited liability status, the limited partners will now be permitted to appoint a third party to wind up the partnership, but not do so on their own account
• Gazette notice: the removal of the requirement to advertise in the Gazette on transfer of a limited partner's interest will go ahead but, in response to concerns that change in liability status should continue to be advertised, the requirement for advertisement on change in status of a general partner to limited partner will remain

Next steps

The government intends to put forward draft legislative amendments in a Legislative Reform Order to be laid before Parliament in due course. It expects the reforms to be fully operational by April 2017.

Pre-emption is the name given to a right of first refusal in favour of existing shareholders for the allotment of new shares in a company. We consider the role of the Pre-Emption Group in relation to recommended practice by listed companies.

A pre-emption right is an anti-dilution mechanism that allows shareholders to preserve their percentage shareholding in a company provided they have sufficient funds available to exercise their rights.

Statutory pre-emption rights on the allotment and issue of ordinary shares or the rights to subscribe for or to convert securities into ordinary shares are imposed under the Companies Act 2006. In the context of a private company, contractual pre-emption rights are also commonly found in the company's articles of association, shareholders' agreement or a trust deed.

Pre-emption rights can be valuable to shareholders, but the Act does allow the directors of a company to disapply or modify the operation of statutory pre-emption rights in certain circumstances.

The role of the Pre-Emption Group

The Pre-Emption Group initially published its pre-emption guidelines in 1987 in relation to considerations to be taken into account when assessing a company's case for disapplying pre-emption rights in the UK equity capital markets.

The Group aims to provide clarity on the circumstances in which flexibility might be appropriate and the factors to be taken into account when shareholders are considering the case for disapplying pre-emption rights or making use of an agreed authority for a non-pre-emptive share issue.

Its most recent Statement of Principles applies to both UK and non-UK incorporated companies whose shares are admitted to the premium segment of the Official List of the UK Listing Authority.

Companies whose shares are admitted to the standard segment of the Official List, to trading on AIM, or to the High Growth Segment of the London Stock Exchange's Main Market are encouraged to adopt the Statement.

It's not a set of rules but intended to provide a basis for discussion of the business case between companies and their investors. The Statement is updated periodically, most recently in March 2015.

Some of the key elements of the 2015 Statement of Principles are:

• clarification that it applies to all issues of equity securities undertaken to raise cash for the issuer or its subsidiaries - irrespective of the legal form of the transaction, including for example 'cashbox' transactions
• flexibility to undertake non-pre-emptive issuance of equity securities in connection with acquisitions and specified capital investments, consistent with existing market practice
• greater transparency on the discount at which equity securities are issued non-pre-emptively.

Recent updates

In May 2016 the Pre-Emption Group published a template resolution outlining good practice in requests for disapplication. This template provides for companies to propose separate resolutions to authorise a company to disapply pre-emption rights:

• on up to 5% of its issued share capital; and
• for an additional 5% for transactions which the board determines to be an acquisition or other capital investment as defined by the Statement.

If you are a shareholder of a company and would like to understand your pre-emption rights and/or the protections you have against further shares being issued, then please do not hesitate to contact the author to discuss your pre-emption rights.

National law firm Shoosmiths has advised the private equity arm of Lloyds Bank, LDC, on the sale of Property Software Holdings Limited ("The Property Software Group" or "PSG") to Zoopla Property Group Plc (LSE: ZPLA) ("ZPG" or "the Group"), for £75m.

LDC originally backed the £17.8m management buyout of PSG from Guardian Media Group in 2013 (a deal on which the Shoosmiths team also advised). Together with management, it supported the development of PSG's cloud-based offering, which now accounts for almost 50 per cent of revenues, and the acquisition of its smaller rival, Jupix, in June 2014. Sales grew 56 per cent between 2014 and 2016 from £10.2m to £15.9m.

ZPG owns and operates some of the UK's leading online consumer brands including Zoopla, PrimeLocation and uSwitch, which it also acquired from LDC in April 2015.

Established in 2007, PSG is the UK's market-leading provider of software solutions to property professionals, used in over 8,000 agency branches. PSG provides workflow tools to over 40,000 estate and lettings agents across the UK through its innovative cloud-based (Alto, Jupix) and desktop (Vebra, Core, CFP) software products. Its products provide essential systems for the day-to-day management of inventory, marketing and communications as well as diary management, chain progression, business reporting tools and financial processes.

PSG will continue to operate as a standalone platform and brand with business as usual and the PSG team becoming an integral part of the wider Group. Mark Goddard, CEO of PSG, will become Managing Director of the Group's Property Services division, reporting to ZPG Founder & CEO, Alex Chesterman.

Shoosmiths corporate partner Sean Wright assisted by Tim Moss and Emma Livesey, advised LDC on all corporate aspects of the deal.

Alastair Weinel, Investment Director at LDC, said: 'Shoosmiths has offered us exceptional corporate advice on this important deal.

'PSG has achieved impressive growth and development over the last three years, which is credit to the ambition, vision and commitment of its management team and our partnership. The acquisition represents excellent outcome for its shareholders, employees and customers. Being part of a group like ZPG provides further opportunity to continue expanding its reach and presence in the property sector. This deal underscores LDC's highly successful strategy of supporting the management teams of fast growing technology and software businesses. We wish the management team every success for the future.'

Shoosmiths' Sean Wright, added: 'It was a pleasure to have advise LDC on the sale of PSG to Zoopla. PSG offers Zoopla many benefits as the group looks to widen its capabilities to fulfil growth ambitions. We very much look forward to working with LDC on future deals.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law firm Shoosmiths has advised the shareholders of UK-leading PCP specialists, Primer Design, on its sale to international cancer and infectious disease diagnostics listed company, Novacyt.

The French company, Novacyt, which has a base in Cambridge and raised part of the purchase price to complete the acquisition of Primer Design, through an oversubscribed funding round which raised 7.75 million (EUR).

Primer Design is focused on the design, manufacture, validation and supply of real-time PCR kits and reagents. The polymerase chain reaction (PCR) is a process used in molecular biology to amplify a single copy or a few copies of a piece of DNA across several orders of magnitude, generating thousands to millions of copies of a particular DNA sequence.

The company was founded within Southampton University's School of Medicine and since its humble beginnings the company has gone from strength to strength - distributing its products to thousands of customers in over 100 countries around the world.

Shoosmiths corporate partner Mark Shepherd led the deal with support from associate Lisa Sigalet and solicitor Ross Lang.

Rob Powell, founder, Director of Research and Development and majority shareholder at Primer Design said: 'Mark and the team at Shoosmiths offered us exemplary advice on the sale of our company and had exactly the expertise we needed to get the deal over the line.

'The combination of Novacyt and Primer Design will allow the enlarged group to accelerate its growth plans and is the beginning of an exciting new chapter for the team. Primer Design customers can expect this partnership to lead to enhanced and more diverse products, with the enlarged team providing additional support.'

Graham Mullis, Group CEO of Novacyt, said: 'Our investors recognise the strategic rationale of combining Primer Design's non-clinical molecular diagnostic products with Novacyt's regulatory and sales infrastructure.

'Together we will accelerate the development and sales of new approved diagnostic products. I am excited at the potential of the combined group to accelerate growth and deliver the identified significant strategic and operational synergies.'

Primer Design continues to deliver a strong financial performance. In the first six months of its current financial year, sales and profits are significantly ahead of management expectations. Unaudited half-year sales were £2m (2.5m (EUR)) and operating profit £720k (907k (EUR)), which is more than 33 per cent ahead of the prior year.

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

Business leaders from across the Thames Valley gathered at the Hilton Hotel in Reading Thursday evening to attend the Thames Valley Business Leaders' Dinner.

More than 170 guests attended the event, which was co-hosted by Shoosmiths, KPMG and NatWest.

These annual dinners are an important platform for local business leaders to exchange views on topical issues, network and to share best practice.

Attendees at the event were addressed by keynote speaker, Matthew Syed, an award winning journalist with The Times author of two best-selling books 'Black Box Thinking' and 'Bounce'.

Matthew spoke about the impact on performance between a fixed mind-set and a growth mind set, and the importance of looking for incremental gains, drawing upon business and sporting examples.

Shoosmiths corporate partner Emma Gibson, said: 'It is always a pleasure to co-host these dinners and this year will mark our 7th to date.

'The Thames Valley region is a rich and diverse tapestry of businesses. Listening to and offering our clients and contacts a different perspective on how businesses can improve upon their current processes and how we should best respond to change was very refreshing.'

Andrew Morgan, Thames Valley senior partner at KPMG, said: 'Once again it was great to hear the range of issues that are affecting business leaders in the Thames Valley, and there were some thought provoking points raised by Matthew Syed around cultural change and learning from mistakes. It's clear there is a determination to build on the strengths of our region and a real appetite for further investment here to ensure we can make best use of all opportunities.'

Robin Barnes, regional director of Thames Valley for NatWest, said: 'We were delighted to bring together the region's business leaders for this prestigious event. Mathew Syed provided some thoughtful and powerful insight as to how the audience could become world beaters by embracing and learning from failures in their businesses.'

Shoosmiths' experts in competition, employment, real estate, corporate and commercial comment on the EU referendum result.

Competition Law

Simon Barnes, head of EU and competition at Shoosmiths

The UK's competition laws mirror that of the EU's, therefore the vote to leave should in principle have very little, if any, effect on the competition law assessment of commercial agreements.

The leave vote could see changes in how competition law applies to certain types of commercial arrangement, such as distribution and licensing agreements, as the current rules come from the European Commission block exemption regulations and guidelines. These could be discarded now that we have opted out of the EU.

Disparities between the UK and EU's competition laws may emerge in the long term when differences in levels of enforcement and court judgements become apparent. Should the EU guidance be repealed, both the lawfulness of commercial arrangements and the compliance to varying rules in different jurisdictions will be a concern for businesses.

The EU Merger Regulation will now cease to apply with deals in future potentially having to be reviewed under both the Merger Regulation and the UK's domestic merger rules.

Control of State aid can now be retained by the UK, possibly allowing the UK to benefit from public support by way of grants and favourable tax regimes. However, respecting the existing EU rules on this may prove crucial in securing access to the EU single market.

Similarly the existing public procurement regime will most likely stay put to promote competitiveness in public tender processes and act as a tool in negotiating single market access.

Employment Law

Charles Rae, employment partner at Shoosmiths

Now that the UK has voted to leave the EU, once Brexit is completed the Government could in theory decide to repeal or revise a significant proportion of the UK's employment laws, where these are laws that are required as part of the UK's membership of the EU.

A number of employment laws fall into this category, such as many of the anti-discrimination rights, transfer of undertakings regulations, family leave entitlements, collective consultation obligations, duties to agency workers or working time regulations.

However, any kind of wholesale change seems unlikely for a number of reasons. Many of the laws in question have become so ingrained within UK businesses that it seems unlikely the Government would take steps to significantly change or remove them, especially where they provide rights to employees that have become widely accepted and valued. Moreover, much of the UK's employment legislation pre-dates the EU imposed ones, and have instead been built upon by later EU requirements, so the foundations are already in place.

For instance, the UK already had race and disability discrimination rules before the EU wide requirements were introduced. Many feel that more likely than repealing laws, the Government would take the opportunity to smooth off some of the less popular requirements set down by the EU, for example restrictions on changing terms and conditions following a TUPE transfer.

We may also find that freedom of movement within the EU leaves uncertainty as to the status of EU nationals who already work in the UK (and vice versa). Many businesses rely on EU workers and will want to be satisfied that their right to remain in the UK (and to therefore provide their services) is not going to be adversely affected. Equally, it isn't clear what a Brexit will mean for EU nationals currently working in the UK. Many potential solutions have been mooted, such as a compromise that would see current EU migrants given a set period of time to remain in the UK during which they can apply for citizenship, in return for UK citizens currently abroad to remain where they are on the same basis.

Real Estate

Simon Boss, real estate partner at Shoosmiths

Given that the commercial real estate deals flow has already been impacted by the uncertainty that abounded in the run up to the referendum, we may see some clients putting deals on hold in the wake of the leave result. Equally, we may see some pick up in transactions as some investors look to reduce their exposure to the UK market. For some funds and investors this may present an opportunity to acquire at an attractive price.

Since its creation, no Member State has ever left the European Union so we have no clear precedent in regards to what happens next and this is as much the case for the real estate sector as it is for the wider commercial arena.

Withdrawal from the EU could have major implications for the construction industry, which is already tackling a labour shortage. Tightened immigration control could now exacerbate this issue, given that a large percentage of EU immigrants work in the construction sector.

What many will be waiting most anxiously to determine though is how far foreign investment into British real estate will be impacted by our withdrawal from the EU. Will the position of Britain as a primary choice for commercial real estate investment in Europe suffer? Until some certainty returns to the market, this could well reduce the UK's reputation as a safe haven for real estate investment.

Corporate - Private Equity

Kieran Toal, corporate partner at Shoosmiths

We're now in uncharted waters - no member state has left the EU since its inception and how the economy and UK businesses will fare is hard to predict.

However in terms of the Private Equity market, we are dealing with the relative unknown, but investors still need to invest.

Admittedly there may be a slow start while buyers take stock but, once the wheels begin to turn, there is a plethora of cash-rich private equity houses with capital to invest and UK businesses with rich growth potential aren't going to lose their appeal overnight.

There may well be a shift in focus, with businesses which are particularly reliant on European markets becoming less attractive propositions. But for the most part, likelihood is that the inertia caused by uncertainty over the vote will slowly lift.

Commercial - Creative industries

Laura Harper, partner in the national Intellectual Property & Creative Industries group and head of the IP & Creative Industries at Shoosmiths

I think there is going to be concern and disappointment in the creative industries at this outcome.

There are many questions that will have to be answered around funding, free movement of people and collaboration across film, television and the performing arts.

Certainly it's no exaggeration to say regulation around Trade Mark protection is going to need redrafting creating uncertainty for companies here and abroad who own EU Trade Marks.

The 'out' vote means there is going to have to be a transitional period where companies who have an EU Trade Mark will potentially lose protection in the UK and they will need to audit their TM portfolios to identify the areas which will require attention to ensure they apply for the necessary national coverage.

As legal advisers we will provide advice on the basis that UK protection under EU trade marks will be eventually lost until we receive clarity on the transitional provisions to ensure that our clients' interests are fully protected.

The patent system has taken decades to negotiate - the Unified Patent and Unified Patent Court was due to be implemented in 2017. With this vote this will probably be delayed and add an extra layer of process to the new Unified Patent and Court procedure.