HM Dealmakers
Second Quarter, 2015
Good debt and Pledging to pay your dues
M
ENTION the word
debt these days and
all thoughts turn to
Greece, but we’re not
going to go there (to
sovereign debt that is).
Away from Europe’s struggles,
we’re seeing far more activity in the
corporate world - particularly at the
top end of the market with some
spectacular M&A activity. Much of
this is, of course, fuelled by debt.
In our analysis of the past financial
year, deal volume and value were
both up and our pipeline of activity is
strong, with clients actively looking to
do deals. In many situations the main
drawback has been the availability of
debt at the SME level where most of
the Scottish market is.
This is the kind of lending that fuels
growth and job creation and we’re
hopeful that the immediate future
will see positive noises translated into
more activity.
Meanwhile, to get some deals off
the table buyer and lenders simply
have to be more creative and consider
structuring deals in ways they
wouldn’t have before – and that’s
where we come in!
Talking of paying back, as a business
we have always recognised our
responsibility to operate fairly in
relation to employees, suppliers and
those we deal with. That’s why we
were delighted to lead by example
and become one of the first to sign up
to the Scottish Business Pledge.
We were already a Living Wage
employer, and this Scottish
Government initiative goes much
further. In the words of Deputy
First Minister John Swinney. “I am
delighted to welcome Harper Macleod
to the growing network of more than
50 companies that have now made
their Pledge. This thriving legal firm
provides an excellent example of
the way that an ambitious, fair and
inclusive approach to business leads to
greater growth and innovation.”
In this edition ...
Latest deals ...
Some of our recent activity
News and contacts
All the latest news from the
Corporate team and Harper
Macleod at large
It’s easier to be good when you’re
doing well, and thankfully we are. We
recently moved into our new office at
Citypoint in Edinburgh - three times
the size of our previous office in the
capital. We’ve also launched a new
website and revamped our brand.
Please let us know what you think.
To find out more about what
our team can do for you, visit
harpermacleod.co.uk or email
donald.munro@harpermacleod.
co.uk
RECENT DEALS
DEAL HIGHLIGHT:
DISPOSAL
DEAL HIGHLIGHT:
DEMERGER
DEAL HIGHLIGHT:
INVESTMENT
iHub UK Limited
(in administration)
Greenleaf Hygiene Solutions
Limited
Bellfield Brewery
Lead Partner: Gordon Hollerin
and Donnie Munro
Completed: June 2015
Location: Scotland & England
We acted for the joint administrators of
iHub UK Limited (in administration) in
the sale of iHub UK Limited’s subsidiary
technology business, iHub 2 Ltd, to
Blenheim Communications Ltd. The
iHub 2 business provides voice over IP
hosted telephone services to businesses
across the UK. We assisted the joint
administrators, being Gerald Krasner
(the former chairman and part owner
of Leeds United AFC) and Ken Pattullo,
both of Begbies Traynor, in arranging
the immediate sale of iHub 2 Ltd to
Blenheim, resulting in the business
continuing to trade without any
interruption to services and all of the
jobs at iHub 2 Ltd being saved.
Harper Macleod LLP’s team was led
by Gordon Hollerin (insolvency &
restructuring partner) and Donnie
Munro (partner) with assistance being
provided by Rachel McNeill (solicitor).
“Without the help, advice and impressive
service given to us by Harper Macleod
LLP in dealing with his very complex
administration over a two-week period
from the appointment and immediately
thereafter, the transaction would
never have happened on the time scale
necessary.”
Gerald Krasner,
Joint administrator, Begbies Traynor
Lead Partner: Paula Skinner
Completed: June 2015
Location: Hamilton
We advised Greenleaf Hygiene
Solutions Limited on the demerger
of its business. Greenleaf Hygiene
Solutions was established in 2001 and
provides hygiene services to business
and healthcare professionals.
A demerger is a form of corporate
restructuring where a company’s
business operations are separated and
moved into different companies. The
Greenleaf Hygiene Solutions Limited
demerger involved half of its business
and assets being transferred to a new
company and was carried out by way of
a dividend in specie.
The demerger was carried out in a short
timescales and was led by Paula Skinner
(Partner) with Jo Nisbet (Associate) and
Gail Weir (Paralegal) assisting.
“Jo, Gail and Paula delivered on all fronts
regarding our recent demerger. They
managed all parties concerned in the
demerger, keeping them to the tight
deadline and achieving a favourable
outcome for my company. This I would
put down to the conscientious approach
taken with regard to all matters to
achieve my aims.”
John O’Donnell
Director of Greenleaf Hygiene
Solutions Limited
harpermacleod.co.uk
Lead Partner: Paula Skinner
Completed: June 2015
Location: Edinburgh
Harper Macleod advised early stage
company Bellfield Brewery on its equity
crowdfund campaign on Crowdcube.
Bellfield Brewery is a new craft brewery
with a mission to make gluten free
beers and lagers.
Bellfield Brewery aimed to raise
£150,000 on Crowdcube but smashed
its target and raised £180,000. The
company is using the investment
to scale up its operation by opening
the UK’s first gluten free brewery in
Edinburgh.
Harper Macleod advised the company
on its structure and closed the
crowdfund.
Jo Nisbet (Associate) dealt with the
transaction with Paula Skinner (Partner)
providing input where required and Gail
Weir (Paralegal) assisting.
“We were extremely happy with the
work done by the team at Harper
Macleod as they guided us through the
completion of this vital investment.
Their professionalism and knowledge of
crowdfunding meant that what could
have been a trying process was carried
out within tight timescale. With their
assistance, our business is now in a great
position to push on to the next level.”
Marie Brown
Operations Manager
Bellfield Brewery
HM DEALMAKERS
DEAL HIGHLIGHT:
DISPOSAL
Callander Colgan Limited
(Partner), with Corporate assistance
provided by Amy Mackenzie (Trainee
Solicitor). Specialist input on Employment
aspects was led by Gill Shaw (Associate,
Employment).
DEAL HIGHLIGHT:
INCORPORATION
Lead Partner: Chris Kerr
Completed: May 2015
Location: Inverness
Harper Macleod LLP advised Callander
Colgan Limited on the sale of its
accountancy practice business and
assets to Scott-Moncrieff. As part of the
transaction, Mhairi Callander has become
a Partner of Scott-Moncrieff and Brian
Colgan has been engaged as a Director by
Scott-Moncrieff.
Harper Macleod LLP’s Corporate team
advising on the sale was headed by Chris
Kerr (Partner) and Craig McKerracher
Donald S. McGregor and
Partners
Lead Partner: Chris Kerr
Completed: April 2015
Location: Wick and Thurso
We acted for the partners of Donald
S. McGregor and Partners, a veterinary
practice based in Wick and Thurso, in
relation to the the incorporation of
the business into a limited company.
The Partnership was first established in
the 1960s, with the partnership taking
various forms since that time. The work
involved setting up a limited company of
which the partners then became directors
and shareholders, and transferring the
business and assets by way of an asset
purchase agreement. Working alongside
the company’s accountant, we assisted
putting in place a more tax efficient
structure for the business. In addition,
we put in place a new partnership
agreement through which the properties
of the business were still to be held, and
we assisted in relation to succession
planning matters by putting in place a
shareholders agreement and cross option
agreement between the shareholders in
the new company.
Harper Macleod LLP’s team was led by
Chis Kerr (Partner, Corporate), assisted
by Louisa Mann (Solicitor, Corporate),
Ross Thomson (Partner, Real Estate) and
Gillian Shaw (Associate, Employment).
Trade marks: beware of unsolicited correspondence
When an application to register a trade
mark is made, details of the applicant are
made publicly available upon the website
of the registering authority.
Unfortunately this has given rise to
a practice whereby certain persons and
companies are searching the register for
new applications, and writing to new
applicants.
Often their correspondence appears
to be an invoice from an official source
relating to the application made, a
requirement to pay monies to extend the
application to Europe or another country,
or a requirement to have the details of
the application listed in a directory. If
the applicant uses a legal or accountancy
firm for their registered office, often the
correspondence is forwarded on by the
legal or accountancy firm, as part of a
mail forwarding service.
Requirements relating to trade
mark applications, particularly those
to pay money, should only come via
the applicant’s representative, with
accompanying explanatory
correspondence, or if the applicant has
no representative, directly from the
registering authority.
If an applicant is in any doubt as to
whether something should be completed,
returned or paid they should speak
directly with their representative, or if
they don’t have one, with the registering
authority or a suitably qualified legal
advisor or trade mark attorney.
The UK Intellectual Property Office
maintains an area upon their website,
relating to this practice. Those applying
for trade marks can check this here.
harpermacleod.co.uk
Trade mark registration is one of
the most effective ways to protect
your business name and brand. Harper
Macleod have an extensive and market
leading registered trade marks practice,
and can deal with all aspects from
application, through monitoring, to
enforcement, in the UK and overseas.
To discuss any aspect of this article,
or to discuss your brand management
and registration strategy more generally
please contact us michelle.rankin@
harpermacleod.co.uk
INSIGHTS & CONTACTS
Mind the gap: government turns
its attention to gender pay equality
I
n the run up to the General Election
the Conservative Party committed to
making companies with more than
250 employees publish the difference
between the average pay of their male
and female employees.
On 14 July the government issued a
consultation document ‘Closing the
Gender Pay Gap’, seeking views on
the level of gender pay information
to be required and the frequency of
publication.
This is a step away from the voluntary
reporting approach which was favoured
until recently, as this has proven to be
remarkably unsuccessful, with only five
companies since 2011 publishing their
gender pay gap information.
As a result the government confirmed
that it will legislate under s.78 of the
Equality Act 2010.
As well as seeking views on the
level of detail that should be required,
the consultation asks whether the
information should be the overall
difference between the average earnings
of men and women as a percentage of
men’s earnings, or whether it should be
broken down by full-time and part-time
employees, or by grade or job type.
What does this mean for you?
Given that it is some 45 years since the
Join HM at
Venturefest
Scotland 2015
Equal Pay Act was introduced, mandatory
gender pay gap reporting is a positive
step, however companies must also be
aware that publishing an adverse gender
pay gap could have a number of negative
implications for companies including:
•
•
•
•
Negative publicity
Reputational damage
Employee retention, moral,
attraction; and
Equal pay claims.
Those companies that do not comply
with the gender pay measures can alos
face a penalty of up to £5000. Therefore
employers should be proactive in
establishing what is required of them
to meet their obligations under the
proposed regulations. If you require any
help or further information of the impact
of these proposed regulations on your
business please don’t hesitate to contact
our employment team.
Venturefest Scotland is a new
event which aims to strengthen the
connections between entrepreneurs,
innovators and investors.
It will take place in Glasgow over
each of the next three years, with
this years inaugural event bringing
up to 500 people to the Glasgow
Science Centre on Wednesday, 9
September, 2015.
Backed by many leading
organisations and the government, it
is part of a UK-wide network, aimed
at engaging those from primarily
the SME community to focus on
acclerating growth.
Workshops will include topics such
as developing a funding strategy;
skills and talent; access to finance.
Harper Macleod will be speaking at
one of the event’s ‘Meet the Experts’
sessions, and our Corporate team
will have a presence on the day.
Visit the Venturefest Scotland
2015 website to find out more.
Get in touch: HM Corporate contacts
Donald Munro
Partner
Chris Kerr
Partner
James MacGregor
Partner
e: donald.munro@
harpermacleod.co.uk
e: chris.kerr@
harpermacleod.co.uk
e: james.macgregor@
harpermacleod.co.uk
Tom Thomas
Partner
Paula Skinner
Partner
Jamie Watt
Partner
e: tom.thomas@
harpermacleod.co.uk
e: paula.skinner@
harpermacleod.co.uk
e: craig.mckerracher@
e: jamie.watt@
harpermacleod.co.uk harpermacleod.co.uk
t: 0141 227 9314
t: 0141 227 9320
t: 01463 795 007
t: 0141 227 9271
harpermacleod.co.uk
t: 0141 227 9637
t: 0131 247 2510
Craig McKerracher
Partner
t: 0141 227 9540
CATCH-UP
HM News
New office and website
HM signs Scottish Business Pledge
EDGE, alongside companies such as Samsung
and Amazon, we know how valuable the
competition can be.
If you know anyone with a business that
fits the bill, direct them to the Scottish EDGE
website to find out all they need to know about
getting some of that support.
Entrepreneurial Spark goes global
We have signed up to the Scottish Business
Pledge, the Scottish Government’s voluntary
code for businesses.
Already a Living Wage employer, we met
all nine elements of the Pledge agreement
committing businesses to follow fair and
progressive practices.
Deputy First Minister John Swinney said: “I am
delighted to welcome Harper Macleod to the
growing network of more than 50 companies
that have now made their Pledge. This thriving
legal firm provides an excellent example of
the way that an ambitious, fair and inclusive
approach to business leads to greater growth
and innovation”
You don’t need a lawyer!
We have unveiled our new brand proposition
following three years in which our image was
tied to our association with the Glasgow 2014
Commonwealth Games.
The new image reflects our position as a
‘disrupter’ of the traditional Scottish legal market
- a reputation which has seen us grow turnover
by more than 700% since the millennium.
The headline above is an example of the
message we’re sending out – you need much
more than a lawyer, you need a trusted adviser
who will give you solutions not just legal advice.
You can check out the new look at our new
Edinburgh office and on our new firm website,
both of which launched at the start of July.
The Edinburgh office, at Citypoint, just a
stone’s throw from Haymarket station, is three
times the size of our previous office on Melville
Street. The capital is a major source of growth
for the firm, and the office move combined
with the arrival of two new Partners in the city
– Banking & Finance partner Sophie Coffey and
Public Sector and Litigation partner Jennifer Jack.
Our new website is fully responsive to mobile
and tablet devices, and keeps the firm’s digital
presence in line with our scale and ambitions.
We’d love to see you at both sites, and to
hear what you think about them.
Sophie Coffey joins the team
New Edinburghbased Partner Sophie
Coffey, who joins
from Brodies, will
enhance our Banking
& Finance and
Restructuring teams
in the capital. She
brings a wide range of experience acting for both
lenders and borrowers on a range of finance
matters and regularly works on cross-border
deals, as well as having extensive experience of
renewables projects finance.
She said: “Our team is ideally positioned to
capitalise on the opportunities for borrowers
and lenders arising from improved economic
conditions and I’m excited at the prospect of
expanding the firm’s strong banking practice
from the capital.”
Scottish EDGE opens Round 7
As legal ambassadors for Entrepreneurial
Spark, we’re very proud of their growth into
what is now Europe’s No.1 business startup
incubator.
We have advised Entrepreneurial Spark and
its CEO Jim Duffy since before it launched,
and were delighted to advise on its recent
expansion with eight new Hatcheries across the
UK. Global domination is now on the agenda,
and we advised Jim and team as they move
into India, joining forces with Viridian to set up
centres across one of the world’s most populous
countries.
World record charity footballer
We like our sport at HM, but one of our
Inverness-based solicitors took this to another
level as part of an exceptional charity challenge.
Jamie Duff was one of 36 players who took
part in the longest football match ever – 105
hours – in July. The players raised more than
£80,000 for the Sick Kids Hospital Friends
Foundation in honour of their friend, Craig
Gowans, a young footballer who died in a
training ground accident at Falkirk FC 10 years
earlier. Just in case you’re wondering, it ended
774 – 707!
The UK’s first crowdfunding exit
The next round of Scottish EDGE opens for
applications on 3 August. The previous Round
6 saw £1 million shared among 38 innovative,
early stage businesses. As a partner of Scottish
harpermacleod.co.uk
We know that we like to mention crowdfunding
on occasion, but there are more and more signs
that it is becoming a maturing market.
Crowdcube, the UK’s leading equity
crowdfunding platform, has delivered a multiple
return for investors in E-Car Clubs after it was
sold to Europcar.
You can find out more here, but as we’ve always
said - watch this space!