ELLACOTTS LLP
Ellacotts has been bringing its special brand of accountancy, taxation and independent financial advice to businesses in the Midlands and beyond for some 45 years.
Over the years we have developed detailed knowledge of certain specialist market sectors, including: agriculture, charities and not-for-profit, construction and property, healthcare, hotels and catering, international, leisure and tourism, professional practices, retail and technology.
We act for clients from small businesses, private entrepreneurs and partnerships through to international and multinational organisations. Whatever the size or sector, we offer experienced, professional and business-focused solutions.
We cover the whole life cycle of business from start-ups through the growth stage to exit route planning to enable entrepreneurs to get the best outcome from their life’s work.
Our detailed knowledge and forward thinking approach help us create finance and business solutions that are original, workable and, what is more important successful.
We specialise in helping individuals and businesses, from start-ups to large corporates, to reach their goals. Utilising our considerable breadth of experience, we have assisted clients in many sectors to achieve their aims and manage their finances effectively.
We have Membership of the UK200 Group – a national; quality assured association of chartered accountants and lawyers, which gives us the advantage of access to a depth of shared professional knowledge from a national platform.
In addition, we are members of the International Association of Practising Accountants, which has a network of international associates with similar ethos and quality standards to our own.
Recent deals
Deal (1):
Packaging container suppliers
Size of deal: Range £1m - £5m
Type of Transaction/deal:
Purchase of Company
Role: Lead advisor / Deal maker
Location: Midlands
This transaction involved the purchase of a competitor company. We were approached by the shareholder / director of a very substantial Midlands based company engaged in the supply of metal and plastic packaging containers. The company had a strategy of growth by acquisition. We had previously advised the company in connection with the purchase of a competitor based in the North of England, and we worked with them to purchase a competitor based in Ireland. They had identified another competitor whose shareholder / director was well past retirement age, and where there did not seem to be any succession in place.
We were involved in the initial approach to the target company and advised on negotiations with the shareholder / director and his corporate finance advisors. We gave general commercial and taxation advice in connection with the proposed acquisition and arranged the finance necessary to allow the acquisition to take place. Although this was not the first acquisition by this company, it was the most significant as the acquisition resulted in a 70% increase in the size of the company and a 50% increase in the number of operational sites.
We also carried out the due diligence investigation into the target and negotiated the structure of the consideration, a particular feature of which was a deferred element of the consideration which had to be negotiated and secured to the satisfaction of the vendor. We also negotiated the transfer of several finance agreements and other third party liabilities. We provided all the corporate finance advice to the purchaser.
Deal (2):
House Builders
Size of deal: Range £5m - £10m
Type of Transaction/deal:
Management buy-out
Location: Midlands
We were introduced to the directors of a company in the house building industry whose shares were all owned by a charitable foundation. The trustees of the foundation had been advised to sell the shares in the company and invest in a wider portfolio of investments in order to avoid undue concentration of investments. The trustees were reluctant to sell and gave the management team the first opportunity to purchase the shares as they saw this as the best way to ensure minimum disruption to the business.
We were retained to advise the buy-out team on how to approach the buy-out process, and particularly on how to raise sufficient finance to complete the buy-out. The company had a substantial land bank and a number of developments in progress. A major part of our work centred on the negotiation of finance to purchase the land bank and also the provision of project and development finance.
As the vendor was a charitable foundation there were long running negotiations with the Charity Commissioners in order to convince them that the MBO route provided the best outcome for the charitable foundation. There were also financial assistance issues requiring a ‘whitewash’ procedure. We also advised on the adoption of the new Articles of Association and appropriate Shareholders Agreement. In addition we assisted with the drafting of projections for finance raising, we advised on the Sale and Purchase Agreement and various taxation issues as well as generally supporting the MBO team through to a successful completion of the deal. We provided all the corporate finance advice to the buy-out team.
Deal (3):
Security company
Size of deal: Range £1m - £5m
Type of Transaction/deal:
Sale of company
Location: Midlands
We were approached by the shareholder / directors of an owner managed business in the security industry who had received an approach from a listed plc which wished to purchase the company. We advised on the value of the company, which had many significant ongoing security contracts and security equipment installations, and assisted in negotiations with the purchaser. We also assisted in the provision of information to the purchaser, and in the due diligence process, and liaised with our lawyers in the negotiation of the legal process, and liaised with our lawyers in the negotiation of the legal documentation. We also gave strategic and taxation advice to the vendors including advising on certain assets and activities (mainly those outside the UK) which were to be excluded from the sale, and were to be the basis of a legacy business continuing to be owned and operated by the vendors. We also advised on a pre sale reorganisation, a financial assistance ‘whitewash’ and we were involved in the negotiation and agreement of the completion accounts. We provided all the corporate finance input to the vendors in this transaction.
"Ellacotts LLP is North Oxfordshire’s largest firm of chartered accountants and business advisers.
Our team provides excellent service based on practical experience in deal leadership, specialising in advising owner managed businesses and buy-out teams in deals up to £10m."
Peter Clayton
Partner
Ellacotts
