DEALS & CASES | M&A

Heritage Group Ltd acquisition of Heath Lambert Group Guernsey Insurance business

Collas Day's corporate team acted for Heritage Group Limited in respect of its acquisition of Heath Lambert Group PLC's Guernsey insurance business. Collas Day's team acted alongside KPMG in completing the due diligence on the target companies and was involved in all the regulatory, employment and commercial aspects of the deal. The acquisition involved two Guernsey regulated entities and a Malta-regulated subsidiary. The transaction was financed by lending from The Royal Bank of Scotland International Limited. Collas Day's banking team acted for RBSI on the financing to help pull the deal together under challenging timelines. 

Rubis SA

Collas Day advise Rubis SA (a French oil and gas storage distributions company) on the acquisition of Fuel Supplies (Channel Islands) Limited. Acting on the instructions of Norton Rose LLP advised Rubis SA in connection with the Guernsey aspects of a £20 million acquisition of Fuel Supplies (Channel Islands) Limited. The transaction involved the acquisition of a network of 27 retail service stations, commercial fuels and heating oil operations and associated services in Guernsey and Jersey. The acquisition required input from multiple jurisdictions as well as Guernsey and completed on Oct 2008.

Ekay plc / Campaign Management Associates Limited (CMA)

Collas Day advised Wallace Barnaby and its parent company, Ekay plc in relation to the purchase of Campaign Management Associates Limited (CMA) - provided legal advice both to Wallace Barnaby and to Ekay plc in connection with the acquisition. Advocate Lisa Upham managed the transaction, which was announced on 22 June. Following its acquisition of Wallace Barnaby & Associates Ltd, an advertising, public relations and media group, in November 2006 Ekay plc bought Campaign Management Associates Limited, a public relations, events management, design and print agency, active in the public and private sectors in the Channel Islands and UK.

R. W. Randall Limited

The shareholders of R. W. Randall Limited, a well-known Guernsey company which has been brewing beer, operating pubs and hotels and supplying a range of outlets in the Channel Islands, since 1868. Randall’s owns 18 pubs, hotels and restaurants in Guernsey and the prominent Vauxlaurens Brewery in St Peter Port. The shareholders sold their shares in Randall’s to The Guernsey Pub Company Limited, which was formed by a consortium of private investors specifically for the purposes of the acquisition.

Syndicate Asset Management plc / Insight Investment Management (CI) Limited

Collas Day provided offshore legal advice to AIM listed specialist fund manager, Syndicate Asset Management plc ('SAM') in connection with the acquisition of Insight Investment Management (CI) Limited from its parent company, Insight Investment Management Limited. The transaction completed in July 2007. Insight (CI), formerly Rothschild Asset Management (CI) Ltd, is a Guernsey-based fund management company with approximately £520 million of funds under management. Insight Guernsey manages a range of fixed interest, cash and multi manager open-ended investment companies. It will have minimum net assets of approximately £620,000.

Sandpiper CI Group

Collas Day acted for a company in their acquisition of a portfolio of commercial properties to the value of £13m from the Sandpiper CI Group. We led the transaction on behalf of the purchaser reviewing freehold and leasehold titles and all issues relating to the acquisition of three target companies.

RGI International Limited

Acted on behalf of RGI International Limited, a company specialising in property development in the Russian market, in relation to admission to AIM and the raising of US$180m by an offer of shares. White & Case, KPMG Corporate Finance and Morgan Stanley Securities also advised.

Praxis Fund Services Limited

Collas Day was instructed by Praxis Fund Services Limited ("PFSL") in relation to the acquisition of Investec Administration Services Limited ("IASL"). PFSL is a specialist administration services business for institutional funds with diverse investment profiles ranging from property and private equity funds to hedge and fund of hedge funds. Like PFSL, IASL has its roots in professional fund administration services, administering an extensive number of funds developing opportunities in a diverse range of areas such as property, private equity and financial market funds. The Praxis Group has a network of fund administration offices covering Guernsey, Malta and Luxembourg. The consideration for the sale of the shares and other obligations assumed by the vendor under the Share Purchase Agreement was partly cash, which was paid on completion, but was primarily by way of trail fee.

Starboard Settlement / Herm Island.

Collas Day acted for the trustees of the Starboard Settlement in the acquisition of Herm Island. The transaction involved the negotiation and drafting of a new lease from the States of Guernsey of the 80 acre island and the acquisition from the previous owners of the businesses carried on there which include the White House Hotel and the Mermaid Tavern. A team drawn from Collas Day's Commercial and Property departments worked on the transaction, including partners Jason Green, Collas Day's new head of Property, Jason Romer of Commercial and Chris Bound, whose experience spans both Commercial and Property. Extensive negotiation and consultation was required with government and with Guernsey's constitutional representatives in the course of the transaction, making this a unique and highly sensitive transaction. Herm is highly regarded, in particular by the people of Guernsey: the change of ownership attracted significant attention in Guernsey and abroad.

Hermes Private Equity / Walbrook

Advised the vendor company and its shareholders, including Hermes Private Equity, on the sale of Walbrook, an independent fiduciary services provider operating in Jersey, Guernsey, Isle of Man and Hong Kong, to Barclays Bank plc in late May.