The Manchester office of Shoosmiths, the leading national law firm, has advised on a major strategic acquisition and share placing for long-standing international client Malvern International.

In a deal led by corporate partner Karen Procter, global education provider Malvern International, which is listed on the AIM-market, has acquired Manchester-based Communicate English School Limited for £2.34m.

Malvern International has funded the acquisition via a placing of 100 million shares at 4p, raising £4m.

Communicate English School was founded in 2013 and in 2017 taught more than 1,000 students. Its good reputation in the market place, strong growth prospects and accreditation from the British Council accredited made it attractive to Malvern, which sees opportunities to broaden the range of courses it offers.

Commenting on the Acquisition and Placing, the Chairman, Gopinath Pillai, said: "The acquisition of Communicate, our second in seven months, illustrates the consolidation opportunities in our industry and Malvern's ability to partner with willing vendors.

"Communicate is well established and has a good track record for quality and growth; its revenues and profits have increased in each of the last four years. Being based in Manchester it will complement the group's existing London school and provide an alternative location for potential Malvern students; and Communicate will benefit from Malvern's international marketing and agency network."

Karen Procter said: "We were delighted to support Malvern in this transaction. The company has a dynamic management team with a real appetite for growth.

"Malvern has a really strong market position in Singapore and sees significant opportunities for further consolidation in Europe and in cities like Manchester which attract large numbers of international students."

Shoosmiths' Manchester-based corporate team has also recently advised on the acquisition of more than 20 Flooring Republic stores by Taylor Grange Retail and the Foresight Group-backed management buyout of Manchester-based life sciences company Epistem from AIM-listed Genedrive plc.

Karen Procter added: "We have had a strong first half of 2018. Confidence is positive across a wide range of sectors and we are optimistic about the deal activity for the remainder of the years."

National law firm Shoosmiths has advised management of West Midlands-based PP Control and Automation, the UK's leading provider of strategic manufacturing outsourcing solutions, on a major new investment.

The Cheslyn Hay firm, which employs around 230 people, is expected to increase its sales to £40m within five years, thanks to the investment by Canadian-based corporate investor Ardenton Capital.

As part of the investment deal, PP's current managing director Tony Hague will become CEO - while founder David Fox will become chairman.

Shoosmiths corporate partner Paul Batchelor led on the deal, alongside corporate solicitor Helen Burnell.

Paul said: "It's great to advise on a deal where two companies share a long-term vision, and we are pleased that this also includes security for PP's employees and customers - and offering an exciting future."

Tony Hague said: "PP has seen steady growth in recent years but we know that this partnership with Ardenton will be a huge help in accelerating our growth in revenue; and as a firm. On a personal note, I really appreciated Shoosmiths' pragmatic approach and invaluable advice on getting this deal over the line."

PP's customers are involved in the machine tools, packaging, printing, medical, pharma, scientific and food processing sectors.

The corporate team from national law firm Shoosmiths has advised its client Coppergreen, a major UK holiday park developer, on the purchase of two new properties - an existing park in Lincolnshire and a brand-new development in Nottinghamshire.

Coppergreen has acquired Kenwick Park Hotel and Spa and Lodge Park, as well as the Clumber Park site in Nottinghamshire, which has planning permission for 129 lodges and a host of other new facilities.

The investment has been funded by the UK's most active growth capital investor, BGF, and HSBC, with £10 million and £15.3 million respectively.

Shoosmiths corporate partner James Foster led on the deal, with support from partners Kate Featherstone and Tim McNamara, as well as solicitors Natalie Hager and Parin Galaiya. The real estate team also provided assistance via partner Richard Bellamy, senior associate Claire Mayfield-Tulip and solicitors Holly Bennett and Kat Lee.

James said: "This represents a major coup for Coppergreen, doubling the size of its portfolio but, more importantly, securing two great sites that sit well within its portfolio.

"For us, it's the third major deal in as many months that we have acted on in the hotel and leisure sector and is testament to the great work the team is doing in this space for our clients. This sector is an increasingly important and growing part of the work we do in the corporate team and is really helping to put the team on the map."

Coppergreen CEO David Copley said: "Kenwick Park and Clumber Park are absolutely perfect sites for our portfolio, which is focused on quality accommodation and beautiful settings. The British holiday market, and those choosing to have staycation, is growing and this will enable us to improve our offering to those who want to explore our beautiful countryside."

Coppergreen is one of BGF's portfolio companies. This purchase includes the entire issued share capital of Kenwick Park Hotel Limited, Kenwick Estates Limited and Kenwick Woods Limited; and Clumber Park, adjacent to a National Trust country park in Worksop.

National law firm Shoosmiths has advised leading stationary chain Office Outlet on its Company Voluntary Arrangement (CVA), which has been announced today.

As part of the CVA, Office Outlet proposes to close four stores this year, while keeping its online service and the remaining 95 stores open.

Office Outlet was given legal advice by Shoosmiths corporate partner James Keates and senior associate Charles Williams. It is the seventh retail CVA Shoosmiths has advised on in under two years.

James said: "There is no shying away from how difficult the retail landscape is for many at the moment, with many household names needing to significantly change the way their businesses are structured.

"Office Outlet has made significant strides but this CVA will allow it to reduce further costs, and to restore long-term profitability so it can continue to service its customers."

Chris Yates, Office Outlet CEO, said: "Shoosmiths has been invaluable in helping us through the terms of this CVA, through discussions with our key landlords and strategic partners.

"The operational restructuring that has already taken place at Office Outlet has seen a big improvement, but the challenging retail environment has left us with no option other than to restructure our fixed costs so we can continue in the long-term.

"This will give greater security for our staff, suppliers, landlords, customers and members - and we are confident our company will be in excellent shape after this process has finished."

A CVA meeting will be held on 6 September.

The corporate team at the Manchester office of leading national law firm Shoosmiths has advised on the strategic acquisition of an innovative digital payments solutions provider based in the North West.

The public markets deal, a second in as many months for the team, involves AIM-listed ThinkSmart Limited, an Australia-headquartered company with 100 staff based in Old Trafford, Manchester, selling 90% of its shareholding in its subsidiary company ClearPay Finance.

ClearPay has been acquired by another Australian company, AfterPay Touch Group Limited, which is listed on the Australian stock market, in an all-share deal worth for AUS $18.55m (around £10.5m). AfterPay is a global payments company with a current market value of AUD $4bn created in just 4 years. AfterPay has operations in Australasia and the USA serving approximately 2.3m customers and 17,700 merchants.

ClearPay, was formed in July 2017 by ThinkSmart Europe, ThinkSmart's European subsidiary and formally launched in March this year. It allows retailers to offer their customers the ability at the point of sale to take interest free credit on purchases of up to £450 and spread the cost over three monthly payments.

Appealing to millennial consumers, the first-to-market technology includes a smartphone app, which allows customers to stay in control of their payments.

AfterPay is acquiring the ClearPay corporate entity, including ClearPay's contracts with relevant service providers and key employees with local knowledge of the UK market and regulatory landscape.

A proportion of the 10% shareholding in ClearPay retained by ThinkSmart will be made available to employees of ClearPay under an employee share ownership plan ("ESOP").

Ned Montarello, ThinkSmart's Executive Chairman, said: "The board is pleased to crystallize a significant return on investment for shareholders with the sale of 90% of ClearPay, while still retaining an ongoing investment in what, in our view is the leading player in this sector globally.

"AfterPay's product, ongoing success and go to market strategy is compelling and we are delighted to now be a part of this story. In a market three times the size of Australia the acquisition of ClearPay will assist AfterPay in becoming the dominant player in the UK market."

Advising ThinkSmart, the Shoosmiths' corporate team on the deal was made up of corporate partners Karen Procter and Tim Jackson-Smith, senior associate Benjamin Dredge and solicitor Thomas Baker. Financial services advice was provided by Manchester Head of Financial Services, Janet Dalton and senior associate Suzanne Taylor.

Karen Procter said: "This is an exciting deal for our long-standing client ThinkSmart. AfterPay will use the ClearPay acquisition as a means to expand in the UK, allowing it to move quickly in a fast-growing sector armed with the technical expertise and the knowledge of the UK regulatory framework the ClearPay team brings."

In July Shoosmiths Manchester corporate team advised Far East-based education provider Malvern International on a UK acquisition, and earlier in the year it represented fast-growing software company Matillion in a $20m fundraising deal with two Silicon Valley investors.

Karen Procter added: "International deals have been a clear trend for 2018 for our team. It's a wonderful vote of confidence in our region that so many North West companies are attracting interest from international investors and emphasises that despite the ongoing uncertainty over Brexit, that UK plc is very much open for business."

Shoosmiths has advised on the sale of specialist IT-provider Taylor Made Computer Solutions (TMCS) to Peach Technologies, creating one of the UK's biggest IT managed providers as a result.

Hampshire based TMCS and Peach Technologies will combine their circa 200 employees, 1,000-strong customer base and £20m sales.

Together, they will provide an enhanced product portfolio while offering a single point of contact for IT, telephony and communication services.

TMCS co-founder Nigel Taylor will remain as a consultant to the new board. Peach founder Darren Scott-Healey will remain as CEO for the combined company.

Shoosmiths corporate partner Stephen Porter led on the deal, with support from Emma Livesey and Georgia Rowe.

Stephen said: "Shoosmiths have acted for TMCS for many years and we were delighted to help Nigel, Aly and their team realise something that they have been working towards for several years. This is a fantastic opportunity both for TMCS and Peach Technologies and I wish both organisations well for the future"

TMCS's finance director Joe Jeffers, who has now taken on the role of Group CFO, said: "It was a pleasure working with Steve and his team on this transaction. They provided us with first class legal advice with the added benefit of being highly commercial and pro-active in all aspects of the process. This was true from the initial due diligence information gathering all the way to those last minute completion moments. The TMCS team are delighted with the result."

National law firm Shoosmiths has advised NVM Private Equity (NVM) on its £3.1m investment into Clarilis Limited, a provider of automated solutions software for the legal industry.

Clarilis, which is based in Birmingham and was founded by brothers James and Kevin Quinn in 2015, is a fast-growing business with clients throughout the UK and US, and this investment will help it to grow even further.

Its proprietary technology, along with its team of lawyers and automation staff, helps law firms speed up the drafting process while improving consistency and maintaining quality.

Shoosmiths corporate partner Sanjeev Sharma led the deal with support from senior associate Nina Smith and solicitor Adam Leszczynski. Tax partners Tom Wilde and Kate Featherstone were also part of the team.

Sanjeev said: "This is an innovative, forward-thinking business firmly embedded in the legal industry, so we are delighted to have advised NVM on this exciting investment. Not only does Clarilis offer software solutions to the legal industry, it also sits well in NVM's portfolio."

Jason Warren, NVM investment associate, said: "The Shoosmiths team was fantastic in this process - not only for the advice on the deal itself, but the added bonus of being in the product's target market.

"This is a great investment for us, and we are sure it will provide Clarilis with the opportunity to grow, befitting with its ambition."

Shoosmiths' corporate team has advised public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths works 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.

The national corporate team has been placed second by deal volume in Experian's UK Deal Review and Advisor League Table.

Shoosmiths has advised the management team of facilities management company Orbis Protect on its buyout (MBO) backed by private equity firm NorthEdge Capital.

Orbis Protect, which employs more than 400 staff across 19 depots, provides a range of vacant property management and lone worker protection services to public and private sector clients throughout the UK.

The Shoosmiths team comprised of private equity expert Maurice Dwyer, (a recent arrival at Shoosmiths), senior associate Gareth Cook and paralegal Sharon Nicholls, with support from tax partner Kate Featherstone and commercial partner Susie Wakefield.

Maurice said: "We are delighted to be part of this deal which is an important step towards the company's long-term growth and aim to boost its service and innovation. We'd like to wish Guy and team the very best for what is bound to be an exciting future."

The MBO was led by Orbis chief executive Guy Other and chief operating officer Ben Howard. NorthEdge has taken a significant majority stake in the business.

Guy Other said: "The Shoosmiths team, led by Maurice Dwyer, were right by our side throughout and provided excellent advice and guidance at all times. They were commercial, extremely responsive and their obvious experience shone through."

Orbis is based in Uxbridge, West London, and has a significant presence in the Midlands, where its senior management team is based. It also has depots in Seaham, Port Sunlight, St Helens, Bromborough, Swinton, Horbury, Birmingham, Cardiff, Bristol, Dartford, Belfast and Glasgow.

Rob Freer, head of Midlands at NorthEdge, led the deal alongside investment director Andy Skinner.

Potential future stars of investment banking, private equity and asset management have been put through their paces on how to think about important transactional legal documents thanks to two lawyers from Shoosmiths.

Legal consultant Maurice Dwyer and senior associate Al Hammerton were invited to give a presentation as part of the corporate finance course run by the Finance Lab of the Saïd Business School at Oxford University. The Finance Lab course, which has an extremely rigorous selection process, is available to Oxford University MBA, MSc financial economics and MSc law and finance students - some of the most elite post graduate students from around the world.

Maurice and Al, the first lawyers to be invited by Finance Lab director John Gilligan to present on the course programme, produced an interactive presentation to demonstrate to the students the importance of thinking innovatively and not taking legal documents and their underlying assumptions at face value.

Maurice said: "It's a great honour to be invited to speak in such a prestigious learning environment with incredibly passionate and bright minds. Rather than just lecture to them though, it was a chance to pick the students' brains and challenge them on how they should approach the legal and wider processes involved in corporate finance transactions.

"For Al and myself, it was actually a really fun afternoon and a chance to speak to some of the youngest and brightest talent from around the world who are sure to make a mark on the sectors in which we work every day. We wish the students all the best in their chosen future careers."

John Gilligan, director of the Oxford Finance Saïd Lab, said: "I'm grateful to the Shoosmiths guys for giving up their time to be with us. Their session was the first one on this year's programme and was, as intended, an innovative introduction for the members of the lab to the importance of always questioning and thinking outside the box."

The Law Commission has published its provisional findings on the validity of electronic signatures and has outlined potential options for reform.

In January 2018, following concerns over a lack of clarity in the law, the Law Commission launched a project to address uncertainties as to the formalities around electronic execution of documents. It was acknowledged that the uncertainty in the law, alongside practical issues such as security and reliability, was discouraging the use of electronic signatures while recognising that there is a growing demand for an effective and acceptable method of using electronic signatures on legal documents.

The Law Commission was asked by the Ministry of Justice to consider the problems surrounding the law in relation to electronic signatures and to consider whether, and if so what, legislative reform or other measures are needed to address those issues. The project was given a wide scope, covering documents which are required by law to be 'signed' and documents which are required by law to be executed as deeds. However, it did not extend to wills (which are the subject of a separate Law Commission project) or documents relating to the registration of land (which is being dealt with by the Land Registry's project on electronic conveyancing and registration). In addition, there are some limited statutory requirements for 'handwritten' signatures which are also outside the scope of the project.

Can a document be 'signed' electronically?

In its consultation document, published on 21 August 2018, the Law Commission set out its provisional conclusion that "under the current law, an electronic signature is capable of satisfying a statutory requirement for a signature, where there is an intention to authenticate the document", and referred to case law under which electronic methods of execution were held to be valid for the purposes of legislation such as the Statute of Frauds 1677 and the Law of Property (Miscellaneous Provisions) Act 1989. Further, this conclusion is not restricted to a particular type of electronic signature and extends to documents which are required by statute to be executed 'under hand'.

The consultation document acknowledges that some parties would prefer to be able to point, with confidence, to a statutory statement that an electronic signature is as valid as a handwritten signature. The Law Commission has therefore explored whether legislative reform is necessary, but has concluded that it is not. It believes that the current law is already sufficiently flexible to accommodate electronic signatures.

What about deeds?

Much of the consultation document is dedicated to the requirements for due execution of deeds which, in addition to requirements for 'signing', require extra levels of formality including 'witnessing', 'attestation' and 'delivery'.

Given the conclusion that an electronic signature is capable of fulfilling a statutory requirement for a document to be signed, the Law Commission found that "it is logical that the requirement for witnessing may be satisfied by the witness watching the signatory apply their electronic signature in the same location".

It does not consider, however, that the law is sufficiently certain to allow for witnessing without that physical presence and explores, and seeks views on, a number of options for reform, including:

• witnessing by video link;
• a move away from the requirement for witnessing with the use of particular types of digital signatures which use an additional authentication process; and
• the introduction of a new concept of 'acknowledgment' by which a witness can sign to confirm that the signatory has 'acknowledged' their signature to the witness.

The Law Commission supports the video link option because it is sufficiently similar to witnessing by physical presence and seeks views on how the witness should 'attest' the signature (i.e. record on the document that they have observed the execution).

As to the requirement for 'delivery' (essentially, to signify that the maker of the deed intends it to become effective and that he or she is bound by it), the Law Commission also confirms that it does not consider this to impede the practice of executing deeds electronically.

More generally, however, the Law Commission is also seeking views on whether it should undertake a separate project to review the formalities for executing deeds and whether the concept of deeds in general remains fit for purpose in the twenty first century.

Practical considerations

The Law Commission's confirmation of the validity of electronic signatures will undoubtedly encourage their wider use and will pave the way for quicker and more efficient transactions.

However, some practical and technical issues may still remain as barriers to the use of electronic signatures. The Law Commission acknowledges that issues such as security and reliability, trust and identity, the interoperability of electronic signature systems and the archiving of information will remain concerns to contracting parties and their advisers. It has, therefore, suggested that a working industry group should be established to consider those issues and believes that guidance in those areas may provide more confidence in the use of electronic signatures.

Some documents may also be subject to certain registration requirements where the relevant registry will only accept documents executed with 'wet ink' signatures. This will continue to be a barrier to executing those particular documents electronically and the Law Commission is in contact with a number of registries to ascertain the position.

Comment

Electronic signatures are already used in many industries, particularly for simple contracts, and the Law Commission's preliminary views on the validity of electronic signatures will be welcomed. In the absence of a statutory statement of validity, the proposed guidance on practical and technical issues will be essential in promoting confidence and wider use for deeds and for complex transactions.

Next steps

The Law Commission invites views on its provisional conclusions and options for reform by 23 November 2018, following which it plans to publish final recommendations.

Link to consultation: https://www.lawcom.gov.uk/project/electronic-execution-of-documents/

PRIVATE equity experts at national law firm Shoosmiths have advised world leading GeoPrediction software and consulting services business, Ikon Science Limited (Ikon Science), on its sale to Boston-based Private Equity company, Great Hill Partners (GHP).

This investment by Great Hill Partners creates the opportunity for Ikon Science to accelerate growth plans in line with customer demands and to cement their position as leaders in bringing innovative and relevant technology to reservoir characterisation and production prediction in conventional and unconventional reservoirs.

Martyn Millwood Hargrave Chairman at Ikon Science and Mark Bashforth CEO will be joined on the board by Christopher Gaffney Managing Partner at GHP and Eric Ahlgren Vice President GHP.

Shoosmiths corporate partner, Sean Wright, led the transaction with assistance from corporate partner Andrew Millar, senior associates Nina Smith and Kiran Dhesi, solicitor Marcus Adam-Tuck, paralegal Molly Cullen and trainee Ben Churchyard.

Martyn Millwood Hargrave, executive chairman at Ikon Science, commented: "We truly appreciate all of Shoosmiths great efforts in helping get this deal over the finish line - the deal was extremely complex and Sean and the team couldn't have done enough for us. They understood the importance of this deal for Ikon Science and importantly worked very well as an extension of and complement to our own team throughout the process.

"We are very excited about this new chapter in our growth story and we will continue to focus on delivering value to our blue chip customer base and invest heavily in growing and improving data analytics, Machine Learning capability, and in product innovation to deliver high quality results where and when our customers need it. We're very much looking forward to working with Great Hill Partners closely to accelerate our growth."

Shoosmiths corporate partner, Sean Wright, added: "It was a pleasure to have advised Martyn, Mark and the team at Ikon Science on this deal with Great Hill Partners and we look forward to watching the company grow as a result of this investment.

"We are enthusiastic in getting to know our clients' businesses and their respective goals. As such, we are able to work as a seamless extension of their teams. Our experience and expertise as a top-tier private equity practice mean we have the infrastructure to confidently advise on exceptionally complex transactional structures with wide shareholder bases - but it is also down to our collaborative nature and the pervading value of collaboration at Shoosmiths that we are able to deliver advice that is accurate and efficient, often working to challenging timescales to get deals over the line for our clients. This deal is a great example of that. We have enjoyed working with Martyn, Mark and the team at Ikon Science and look forward to watching the company grow with the investment of Great Hill Partners."

This will be another significant private equity transaction for Shoosmiths this year, as the firm cements its position in the market as a leading legal firm for investor and investee advice.

Shoosmiths has advised the intermediate capital team of Octopus Investments on its latest growth capital investment, into leading global clinical trial solutions provider Triumph Research Intelligence (TRI).

The multi-million pound investment will allow TRI to further enhance its core risk-based monitoring technology platform.

Shoosmiths corporate partner Alastair Peet led on the deal, with senior associate Alistair Hammerton, associate Helen Burnell, as well as employment senior associate Nick Vernon, tax partner Tom Wilde, and banking partner Rebecca Mauleverer and associate Charlotte Thomas.

TRI was founded in 2014 and developed the first dedicated cloud-based software for risk-based monitoring. The software, OPRA, enables early risk detection, improved data quality, increased operational efficiency and compliance with regulatory requirements. Clients include a wide variety of clinical research organisations.

Alastair Peet said: "It's always a pleasure working with everyone at Octopus. This deal is a perfect example of the depth of experience and knowledge within the venture capital team here, as well as the wider offering we can offer at Shoosmiths, not to mention our solution-driven approach in order to get the deal done.

"TRI is yet another ambitious company whose vision and innovative product are a perfect fit for Octopus' portfolio."

Grant Paul-Florence, Head of Intermediate Capital at Octopus Investments, said: "The advice from Alastair and the rest of the team has been nothing short of first-class. Being able to draw on the depth of knowledge within Shoosmiths is absolutely crucial to our needs as a business.

"We believe that TRI will apply its skills, product, and ambition to ensure that OPRA becomes a world leading risk-based monitoring platform."

For more info on TRI, visit www.tritrials.com.