Our corporate team gives clear, pragmatic and commercial advice. We combine these essentials with our commitment to delivering a first-rate, personalised and responsive service to our clients.
We provide services to clients wishing to sell their businesses, or to raise capital for them, or that wish to make investments, dispose of existing assets or enter into strategic partnerships. Our experience includes advising on corporate acquisitions and disposals, capital markets transactions and private fundraisings, private equity investments and exits, management buy-outs and buy-ins, joint ventures and reorganisations.
We work as an integrated team with specialists in other departments of the firm in order to provide the full complement of legal services and all-round technical expertise that our clients require. For international work, as we are independent, we are able to select and work with the best lawyers for the job in the jurisdictions where overseas advice is needed.
Our clients include high-net-worth individuals, business owners, private and publically listed companies, international groups, family offices and private equity and sovereign wealth funds. We have significant experience in acting for wealthy individuals in relation to their corporate law and business requirements, complementing the firm's leading position for private client and family work.
We value long-term successful relationships with our clients, which is why we spend time getting to know their businesses and commercial objectives, so we can provide the right solutions to the issues that matter to them. We provide advice on a full range of company and commercial law matters for many of our clients.
We advise clients who operate across a wide range of different industries and sectors including:
- financial services
- professional services
- hotels and leisure
- real estate
- food and beverages
Fairfield sale of Fairfield Seismic Technologies
Payne Hicks Beach advised Fairfield Industries Incorporated, trading as Fairfield Geotechnologies (“Fairfield”), on the sale of its UK subsidiary WGP Group Ltd to Magseis ASA, a Norwegian listed company.
The sale of WGP Group Ltd formed part of a wider transaction in which Magseis acquired Fairfield’s marine seismic technologies business for an approximate total consideration of US $233 million. Post-completion the business will operate under the name Magseis Fairfield. Fairfield Geotechnologies will continue to operate in the fields of data licensing and data processing.
The Payne Hicks Beach team included Corporate Partner Jonathan Gatward and Corporate Solicitor Isobel Symonds. In relation to US, British Virgin Islands and Norwegian law matters, Fairfield instructed Thompson Hine, Maples and Calder and Schjødt respectively. Magseis instructed Watson Farley & Williams in the UK and Wiersholm in Norway.
Payne Hicks Beach previously acted for Fairfield on the acquisition of WGP Group Ltd from Thalassa Holdings Ltd (a British Virgin Islands AIM listed company).
Sale of The Club Company to Epiris
Payne Hicks Beach advised the management team of The Club Company, the UK’s leading country club operator, on the exercise of their share options and the sale of their resulting shares in The Club Company to private equity firm, Epiris, and on the re-investment of part of their sale proceeds into the acquiring group. Epiris acquired The Club Company from US private equity firm Lone Star.
The Club Company operates 13 country clubs predominantly located in central and southern England. The clubs have over 40,000 members and offer a range of facilities, including championship-standard golf courses, state-of-the-art health and fitness facilities, swimming pools and tennis courts, as well as bars, restaurants and accommodation.
- Refinancing of Major Hotels Group
FairfieldNodal acquisition of WGP Group Ltd
Payne Hicks Beach advised its existing client Fairfield Industries Incorporated, trading as FairfieldNodal, a global leader in seismic nodal technology, on its acquisition of the business and assets of WGP Group Ltd and its subsidiaries ("WGP Group") from Thalassa Holdings Ltd (a British Virgin Islands AIM listed company) for a maximum cash consideration of USD $30 million.
The WGP Group was established in 1994 and provides a wide range of marine geophysical services and project management throughout the global upstream oil and gas industry. “We are excited about the expertise, talent, and track record of strong project execution we gain with the WGP acquisition,” said Charles (Chuck) Davison Jr, president and CEO of FairfieldNodal. “WGP’s proven technology and operational capabilities around active reservoirs make them a natural fit into the FairfieldNodal suite of services. We look forward to working with the WGP team, combining forces to provide customers with seamless reservoir services and increasing our collective value proposition.”
The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Isobel Symonds, Employment Associate Chris Weaver and Property Solicitor Andrea Yiakoumetti. In relation to British Virgin Islands and Norwegian law matters, FairfieldNodal instructed Maples and Calder and Thommessen respectively. Locke Lord LLP acted for the sellers.
Sale of DNAFit Life Sciences Limited to Prenetics Limited
Payne Hicks Beach advised on the sale of the entire issued share capital of its existing client, DNAFit Life Sciences Limited (“DNA Fit”) and its subsidiaries, to Prenetics Limited (a Hong Kong company) (“Prenetics”) for US$10 million.
DNAFit was established in 2013 and provides customers with diet and exercise regimes tailored to their genetic make-up obtained from DIY testing kits sold online and through a network of distributors. DNAFit’s corporate clients include LinkedIn, Talk Talk and Channel 4, and its high-profile backers include Olympic gold medal-winning British athlete, Greg Rutherford, who said the results helped him make "clear, informed decisions" on his training regime.
For Prenetics, the acquisition marks a significant move to expand into the European and US markets. Prenetics is considering seeking a stock market listing in Hong Kong, and its investors include Ping An Ventures, the venture capital arm of Ping An Insurance Group, Indonesian Lippo Group-backed Venturra Capital and Alibaba Hong Kong Entrepreneurs Fund, a not-for-profit initiative of e-commerce giant Alibaba Group Holding, owner of the South China Morning Post.
Avi Lasarow said, “In joining forces with Prenetics, this takes us one step further in our mission to change the way individuals adapt their lifestyle behaviours by understanding how genetics plays an important role in personalised and preventive health."
The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Isobel Symonds and Employment Associate Chris Weaver. Hong Kong law firm, Tanner de Witt, advised the sellers on Hong Kong legal issues. Squire Patton Boggs (Singapore) acted for Prenetics.
ATC acquires part of Furniture For Businesses Limited
Payne Hicks Beach advised its long-standing client Loudspeaker Technology Limited (trading as ATC) on its acquisition of certain business and assets of its key supplier, Furniture For Businesses Limited (“FFB”). ATC manufactures speakers, monitors, drive units and amplifiers for both consumers and the professional sound industry. The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Isobel Symonds, Employment Associate Chris Weaver, Employment Solicitor Paige Tompkins and Property Associate Andrea Yiakoumetti. GSC Solicitors acted for FFB.
Sale of the business and certain assets of Recruitment & Contractor Services Limited
Payne Hicks Beach advised joint liquidators from Quantuma LLP and Macintyre Hudson LLP on the sale of the business and certain assets of Recruitment & Contractor Services Limited ("RACS") to People Group Services Limited. RACS provides services to companies operating in the recruitment payroll processing sector.
The Payne Hicks Beach team included Corporate Partner Nick Sayers, Corporate Associate Howard Taylor, Employment Associate Chris Weaver, Property Solicitor Penny Miller and Trainee Solicitor Harriet Keown.
Mercury Publicity acquires International Graphic Press
Payne Hicks Beach advised its existing client Mercury Publicity Limited (“Mercury”) on its acquisition of the business and assets of International Graphic Press Limited (“IGP”) Mercury Publicity is the leading independent international media representative established in London in 1983 by Michel Hersant and IGP is the UK's longest established international media representative whose clients include Spiegel Media, Sueddeutsche Zeitung (SZ) Brand Media, Bonnier, IPM Verlag, Gewinn, Textilwirtschaft and FVW. The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Marcia Kidd and Employment Associate Chris Weaver. Birchall Blackburn Law acted for IGP.
Reorganisation of a Model Agency Business
Payne Hicks Beach advised a leading, London-based model agency on a reorganisation, involving the streamlining of the management of its Men’s Division and the sale of a 25% shareholder’s shares to two existing shareholders following completion of the pre-emption procedure provided for in the Company’s Articles of Association. The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Isobel Symonds, Employment Associate Chris Weaver and Employment Solicitor Paige Tompkins.
Reorganisation of a Farming Business
Payne Hicks Beach advised a long-established and highly successful farming business on a reorganisation, involving the transfer of the farmland and properties and related business from the existing Isle of Man owner company to a newly incorporated UK parent company. The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Isobel Symonds, Private Client Partner Robert Brodrick, Employment Associate Chris Weaver, Employment Solicitor Paige Tompkins, Landed Estates Partner Simon Blackburn and Landed Estates Solicitor Jeremy Lowe. Trowers & Hamlins and Cains Advocates provided specialist advice on tax and Isle of Man law, respectively.
Reorganisation of DNA Fit Limited
Payne Hicks Beach advised DNA Fit Limited (“DNA Fit”) on a reorganisation involving its acquisition by a new holding company, DNAFit Life Sciences Limited, and the issue of new shares to a group of participators who had contributed significantly to the business since its inception.
DNA Fit, which is headed up by CEO Avi Lasarow, is an award-winning UK genetics company which creates training plans based on customer genetic profiles. Most recently, it was ranked 8th in Fast Company’s Top 10 Most Innovative Companies in Data Science. See the attached Press Release.
The Payne Hicks Beach team included Corporate Associate Howard Taylor and trainee Luke Scarratt.
ICICI Bank UK Plc’s loan to Lux International AG
Payne Hicks Beach advised ICICI Bank UK Plc ("ICICI") on its provision of a multi-million Euro loan facility to Lux International AG ("Lux").
Lux improves the quality of life of a growing number of people around the world, through innovative solutions for clean air, pure water and a better indoor environment. With water purifiers, vacuum cleaners, air purifiers, steam cleaners and more, the Lux Group offers innovations for a healthier, happier life at home.
Our role included not only advising ICICI on the English law aspects of the transaction but also co-ordinating advice from overseas lawyers in India, Switzerland and Germany in relation to the security provided by other companies in the Lux Group based in those jurisdictions.
LMT Southgate Holdings Limited’s refinancing by HSBC Bank Plc
Payne Hicks Beach advised LMT Southgate Holdings Limited (“Southgate”) on the refinancing of its current secured loan from the Royal Bank of Canada by HSBC Bank Plc. Southgate owns freehold property at 56 to 64 The Strand, London WC2, and its tenants include Top Shop, Pizza Hut and Abercrombie & Kent.
- Refinancing of Property Company
The Picture Desk Limited digital library sale
Payne Hicks Beach advised The Picture Desk Limited and associated companies on the sale of their digital image business to Rex Features Limited (“Rex”). Rex is part of Shutterstock Inc, a leading global provider of imagery, listed on the New York Stock Exchange with offices worldwide.
The Picture Desk comprises two renowned image collections: The Art Archive, specializing in fine art, history and ancient civilization and The Kobal Collection, the leading movie stills archive containing over 100 years of publicity images from iconic cinematic legends, including classic portraiture, film stills and posters.
The Kobal Photo Archive, containing over a million vintage black and white and colour photos, highly esteemed as one the finest Hollywood stills collections in private hands, remains with our clients.
The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Marcia Kidd and Property Litigation Partner Andrew Tugwell. Wilkie Farr & Gallagher acted for Rex Features.
SIA Partners UK Plc acquire Molten Holding Group Limited
Payne Hicks Beach advised SIA Partners UK Plc (“SIA Partners UK”) on its acquisition of Molten Holding Group Limited (“Molten Group”).
SIA Partners UK is part of the global management consulting firm which services the energy and utilities sectors, banking, insurance, transport, industry and retail, telecoms and the public sectors, and which has more than 850 employees. Molten Group is a London based consultancy working mainly for clients in the oil and gas sector, including BP, Gazprom, Shell, and MOL.
The Payne Hicks Beach team included Corporate Partner Max Baird-Smith, Corporate Trainee Solicitor Isobel Symonds, Employment Solicitor Orla Bingham and Property Solicitor Andrea Yiakoumetti.
Kings Road Publishing Limited’s acquisition of John Blake Publishing Limited
Payne Hicks Beach advised Kings Road Publishing Limited (“Kings Road Publishing Limited”), part of the Bonnier global media and publishing group, on its acquisition of John Blake Publishing Limited and its subsidiaries (“John Blake Publishing”).
John Blake Publishing, founded in 1991, specialises in high profile, mass market non-fiction. Best-selling titles include Being Jordan by Katie Price and Not Quite a Geordie by Holly Hagan. It published 110 titles in 2015. It becomes part of Kings Road Publishing, led by CEO, Perminder Mann.
The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Marcia Kidd, Employment Associate Chris Weaver and Property Solicitor Andrea Yiakoumetti. Horsey Lightly acted for the sellers.
Bonnier Zaffre Limited aquires Totally Entwined Group Limited
Payne Hicks Beach acted for Bonnier Zaffre Limited (“Bonnier Zaffre”), part of the Bonnier global media and publishing group, on its acquisition of Lincolnshire based Totally Entwined Group Limited (“Totally Entwined Group”).
The acquisition includes Totally Entwined Group’s leading flagship erotic romance publishing house, Totally Bound Publishing, Pride Publishing, Finch Books, Evidence Press and Celebritease. It becomes part of Bonnier Zaffre, led by CEO, Mark Smith.
The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Marcia Kidd, Employment Associate Chris Weaver and Property Associate Marisa Beccarelli. Chattertons McKinnells acted for the sellers.
Legrand Electric Limited acquires Jontek Limited
Payne Hicks Beach advised Legrand Electric Limited (“Legrand”), part of the Legrand global electrical manufacturing group, on its acquisition of Stockport based Jontek Limited (“Jontek”)
Jontek is a developer and provider of monitoring software and response centres for assisted living facilities and has been at the forefront in that sector for more than 20 years. For Legrand, it is an ideal complement to the business of Tynetech Limited which it acquired in July 2013, and which supplies at-home alarm systems and assisted living call systems.
The Payne Hicks Beach team included Corporate Partner Jonathan Gatward, Corporate Solicitor Marcia Kidd, Employment Associate Chris Weaver and Property Associate Marisa Beccarelli. Gorvins Solicitors acted for the sellers.
Petty France Limited acquires Stockworth Limited
Payne Hicks Beach advised Petty France Limited (“Petty France”), a privately owned property investor, on its acquisition of Stockworth Limited (“Stockworth”), which owns the Gainsford Estate in Bermondsey, London SE1.
The Gainsford Estate is a mixture of freehold property and commercial and residential leasehold properties.
The Payne Hicks Beach team included Property Partner Richard Stapylton-Smith and Corporate Partner Jonathan Gatward. Howard Kennedy Solicitors acted for the shareholders of Stockworth.
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