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Corporate Finance recent deals

We work with a variety of companies of all sizes, across the markets sectors. 
Admission: The London Tunnels plc

Crowe advises The London Tunnels plc on its admission to Euronext Amsterdam

Following the transaction, the London Tunnels plc (the Company) plans to redevelop the Kingsway Exchange Tunnels (the Tunnels) into a historical and cultural attraction.

The Tunnels were originally built in the early 1940s as a deep level shelter underneath Chancery Lane tube station. Initially they were used as offices of the operational staff of the London Civil Defence region, the Ministry of Works, the Combined Operations and the Inter Services Research Bureau. The site was transferred to the General Post Office in 1949. The original two-tunnel shelter was subsequently extended and made operational by 1954. In 1956 it became the termination point for the first transatlantic telephone cable. Ownership of the Tunnels was transferred to British Telecommunications plc in 1981 and for many years they housed telephone switches and equipment.

The Company intends to restore, adaptively reuse and bring life back to the Tunnels and develop them into a series of visitor attractions. This will offer a combination of heritage experiences and a cultural, well-designed, multi-sensory, digital experience. It is anticipated that the Tunnels will have a design capacity of approximately three million visitors per annum.

The Board of Directors believe that the admission to Euronext Amsterdam will help London Tunnels take advantage of the size of scale of both the equity and debt capital markets in Europe. Access to a wider pool of investors will support the future ambitions of the redevelopment project in Central London.

The Company intends to raise up to £30 million through the issue of 15,000,000 new ordinary shares to institutional investors for up to 90 days following admission. Of this amount, the Company has received irrevocable commitments from 15 investors for an aggregate of £24,980,000.

Crowe’s role and team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, Monty Cann and Sacha Alam.

Client quote

“We valued the support we received from Paul and the Crowe team in advising us with our admission to Euronext Amsterdam, marking an important and exciting chapter for The London Tunnels. We would certainly recommend Crowe to companies looking to perform Capital Markets transactions.”

Chief Operating Officer, The London Tunnels plc

Acquisition: Diversified Energy Company plc (Premium List)

Diversified Energy Company plc (DEC), a US-based gas and oil producer, has acquired 100% of the working interests in the Oaktree Assets for a net consideration of $377 million.

The acquisition represents a continuation of the DEC’s successful multi-year track record of strategic asset purchases. The acquisition is expected to provide robust cash flows for DEC with an anticipated adjusted EBITDA of the Oaktree Assets, totalling $126 million for the year ending 31 December 2024.

The acquisition is financed through a combination of DEC taking on $120 million of existing debt in the Oaktree Assets, deferred consideration of $83 million and the expanded liquidity facilities of the company.

Crowe’s role and team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, supported by Ferdia McCarville and Monty Cann.

Client quote

“Once again the team at Crowe provided effective support and delivered their work to a tight deadline, enabling us to complete the acquisition as planned.”

Brad Gray, President and Chief Financial Officer, Diversified Energy Company plc

Admission: MicroSalt plc

MicroSalt plc and its subsidiary MicroSalt Inc. has announced its successful fundraising of £3.1 million and admission to trading on AIM.

MicroSalt plc and its subsidiary MicroSalt Inc. (together, the Group or MicroSalt) has announced its successful fundraising of £3.1 million and admission to AIM.

MicroSalt, a spin-out from parent company Tekcapital plc, is a US-based business who, with the use of their patented technology, produce full flavour, low-sodium salt which aims to reduce excess sodium consumption by up to 50%, helping reduce cardiovascular disease globally.

Demand for reduced sodium products across both B2B and B2C has increased significantly with The World Health Organisation stating ambitions to reduce sodium intake by 30% by 2025. MicroSalt are seeking to partner with brands aiming to reduce the sodium content in both their existing and new product lines. 

The proceeds of the fundraising will be used to provide the Group with the capital required to support its growth strategy and to capitalise on its pipeline of commercial opportunities with existing and potential customers.

Crowe’s role and team

Crowe acted as reporting accountant on the transaction, with the capital markets team led by Mitesh Patelia, George Lawford and Jake Harrison.

Client quote

“We greatly appreciated the assistance of Mitesh and his team at Crowe in providing invaluable support and advice to help us with our successful admission to AIM. Crowe’s ability to support US companies looking to list on AIM was a key consideration for us. This marks an important step in our development and provides an excellent platform for future growth.”

Rick Guiney, Chief Executive Officer, MicroSalt, Inc

Reverse takeover and admission: EnergyPathways plc (AIM)

Dial Square Investments plc has successfully completed the acquisition of EnergyPathways Ltd by way of reverse takeover and has completed a placing of £2 million and admission to AIM.

On 10 March 2023, Dial Square Investments plc (Dial Square) has announced it had entered into an agreement to acquire the entire share capital and existing warrants of EnergyPathways Ltd (EnergyPathways). EnergyPathways is a UK-based integrated energy transition company, initially targeting UK gas assets, who hold a 100% interest in the Marram gas field located in the Irish Sea Basin.

The Acquisition was satisfied by the issue of 68,013,885 new ordinary shares at an issue price of 0.04 pence per ordinary share.

Dial Square has announced its successful fundraising of £2 million through the issue of 50,000,000 new ordinary shares at an issue price of 0.04 pence per ordinary shares and will be used to develop the Marram gas field. Following Admission, Dial Square changed its name to EnergyPathways plc.

Crowe’s role and team

Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by Jake Harrison.

Client quote

“We were very pleased with the support we received from the team in Crowe. Their experience in the both the capital markets process and the energy sector were clearly demonstrated during the admission process.”

Ben Hodges, Chief Financial Officer, EnergyPathways plc

Re-Admission: Afentra plc (AIM)

Afentra plc announces its successful readmission onto AIM

 Afentra plc (Afentra), an upstream oil and gas company listed on AIM, has announced the successful completion of the acquisition of working interests in Block 3/05 and Block 23 from Sonangol, together with the publication of an AIM supplementary admission document and the re-admission of the Company’s shares to trading on AIM.

This acquisition increases Afentra’s working interest in Block 3/05 to 18%. Afentra’s working interest in Block 3/05 will further increase to 30% following the completion of the Azule acquisition, which is expected to complete later in 1Q 2024 following government approval.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe, supported by Ferdia McCarvilleMonty Cann and Jacob Porter.

Client quote

“We appreciate Crowe’s Capital Markets team ongoing support as we continue our acquisition pathway in Angola. Crowe have been a pleasure to work with throughout the process, we would recommend Crowe to companies looking to perform Capital Markets transactions.”

Anastasia Deulina, Chief Financial Officer, Afentra plc

Disposal: Learning Technologies Group plc (AIM)

Crowe supported Learning Technologies Group plc (LTG) on its sale of Lorien Engineering Solutions (Lorien) to NIRAS Gruppen (NIRAS) for a cash consideration of $21.4 million. Completion is expected to take place in January 2024, subject to the satisfaction of closing conditions.

Lorien is a full-range engineering consultancy with offices in the UK, Poland and South Africa, providing services ranging from conceptual and predesign all the way through to project management and commissioning within the food and beverage, life science and advanced manufacturing industries. The sale will allow LTG to allocate capital to areas of the business that are more aligned with its core proposition of digital learning and talent management, and to fund future value-enhancing acquisitions.

NIRAS is an engineering consulting firm, headquartered in Denmark, which provides technical design, engineering and project management services for development projects across multiple industrial sectors including food and beverage, life sciences, infrastructure, building, environment, water and utilities. NIRAS has 2,600 employees in 34 countries with 59 offices.

Crowe's role and team

Crowe provided vendor due diligence to Learning Technologies Group plc. The Corporate Finance team was led by Mitesh Patelia, George Lawford, George McMullen and Edward Elliot.

Client quote

“The Crowe team provided excellent service, in-depth insight and support from start to finish. The vendor due diligence process that they delivered allowed us to navigate any issues that arose – and their support and guidance throughout the process was invaluable.”

Jonathan Satchell, Chief Executive Officer, Learning Technologies Group plc

Admission: Chapel Down Group plc (AIM)

Chapel Down Group plc and its subsidiary (Chapel Down or the Group) announced, on 9 November 2023, its move from the Aquis Stock Exchange to trading on AIM. Admission is expected to take place on 7 December 2023.

Chapel Down is England’s leading winemaker with a mission to change the way the world thinks about English wine. The Group has developed an award-winning range of sparkling and still wines, sourcing from more than 1000 acres of vineyards throughout South-East England. In building Chapel Down into the leading English wine brand, the Group has developed partnerships with some of England’s most recognisable institutions, including The England and Wales Cricket Board, Ascot Racecourse and the Oxford and Cambridge Boat Race.

The board of directors believe that Chapel Down Group plc's admission to AIM will help support its ambitious growth plan and offers a more appropriate market for the company to attract a wider pool of investors and to improve the future liquidity of the Group.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Mitesh Patelia, Jacob Porter and Alex Slater.

Client quote

“We valued the assistance of the capital markets team at Crowe in helping us with our successful move to AIM. They were a pleasure to work with and we appreciated their professional and efficient approach. This marks an important and exciting chapter for Chapel Down.”

Andrew Carter, Chief Executive Officer, Chapel Down Group plc

Acquisition: Belluscura PLC (AIM)

Belluscura PLC announced that it has reached an agreement on the terms of a recommended all share offer for TMT Acquisition PLC.

Belluscura PLC (Belluscura) is a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies for global markets.

TMT Acquisition PLC (TMT) was established to pursue opportunities in the technology, media and telecom sectors.

In conjunction with Belluscura’s fundraising in October 2023, the acquisition adds a significant injection of working capital into Belluscura, which the Board believes will be sufficient to meet the planned future growth plans of the company.

Crowe's role and team

Crowe provided transactional support to Belluscura on the acquisition, with the Corporate Finance team led by Mitesh Patelia and Ferdia McCarville.

Client quote

“Crowe delivered a high quality report and on time. In particular we appreciated their constructive approach to help ensure that the deal was closed successfully.”

Robert Rauker, Chief Executive Officer, Belluscura PLC

Acquisition and admission: abrdn Japan Investment Trust plc and Atlantis Japan Growth Fund Limited

Nippon Active Value Fund plc has completed the separate acquisitions of net assets from abrdn Japan Investment trust plc and Atlantis Japan Growth Fund Limited for the issue of new ordinary shares and admission to the premium segment of the Main Market of the London Stock Exchange plc.

Nippon Active Value Fund plc (NAVF) completed the separate acquisitions of £61.6 million net assets from abrdn Japan Investment trust plc (AJIT) and £56.8 million of net assets from Atlantis Japan Growth Fund Limited (AJGF) for 39,616,423 and 36,503,848 new ordinary shares respectively in NAVF. Immediately following the acquisitions, NAVF had total net assets of approximately £293.8 million.

NAVF is an investment trust listed on the premium segment of the London Stock Exchange's Main Market which was admitted to trading on 11 October 2023, targeting attractive levels of capital growth for shareholders from the active management of a focused portfolio of quoted small and mid-cap Japanese equity investments. 

The rollover of assets from AJIT and AJGF into NAVF will allow for a larger fund with a more diverse shareholder base and access to greater assets. This is expected to improve liquidity for shareholders while spreading the fixed costs over a larger pool of assets reducing ongoing costs for shareholders.

Crowe's role and team

Crowe provided advisory and assurance services with the Corporate Finance team led by Paul Blythe, George Lawford and Jake Harrison

Resumption of Trade: Afentra plc (AIM)

Afentra plc (Afentra) announces the successful resumption of trading in its shares on AIM.

Afentra plc (Afentra), an upstream oil and gas company listed on AIM, has announced its successful resumption of trading in its shares on AIM and the publication of an admission document relating to one completed acquisition and two proposed acquisitions of interests in Angolan oil blocks, as follows:

  • the completed acquisition from INA-Industrija d.d. of a 4% participating interest in Block 3/05 and a 4% (potentially rising to 5.33%) participating interest in Block 3/05A, for net upfront consideration of US$17 million
  • the proposed acquisition from Sonangol P&P of a 14% participating interest in Block 3/05 and a 40% participating interest in Block 23 for a firm consideration of US$56.5 million and potential further payments of US$35 million
  • the proposed acquisition from Azule Energy Angola Production B.V. of a 12% participating interest in Block 3/05 and a 12% (potentially rising to 16%) participating interest in Block 3/05A for a firm consideration of US$48.5 million and potential further payments of US$36 million.

The proposed acquisitions are expected to complete in Q4 2023 and are to be financed through cash reserves and a senior RBL debt facility. In addition, Afentra has entered into a prepayment facility. Both of these facilities have been provided by Trafigura PTE Ltd and The Mauritius Commercial Bank Limited.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, supported by Ferdia McCarvilleMonty Cann and Jacob Porter

Client quote

"We were pleased to work with Crowe’s Capital Markets team once again, who were able to provide an efficient service throughout, enabling us to meet tight deadlines on this important transaction. We would recommend Crowe to companies looking to perform Capital Markets transactions."

Anastasia Duelina, Chief Financial Officer, Afentra plc

Admission: Fadel Partners, Inc. (AIM)

Fadel Partners, Inc. - placing and admission to trading on AIM

Fadel Partners, Inc. (Fadel or the Group) has successfully raised £8 million on its admission to trading on AIM (£7.5 million placing and £0.5 million shareholder loan). 

Fadel was founded in 2003 and is a leading developer of cloud-based brand compliance, and rights and royalty management software. Fadel’s client base includes some of the world’s leading licensors and licensees across media, entertainment, publishing, consumer brands, hi-tech or gaming companies. 

The use of Fadel’s products span across:

  • marketers and advertisers to accelerate campaign creation, eliminate content misuse and maximise asset reuse
  • finance teams to generate and precisely manage royalty calculations, statements and audit reports and
  • licensing professionals to identify licensing violations, optimise revenue and avoid over/under royalty payments.

The proceeds of the funding will be used to invest in new sales growth opportunities, increased marketing, conduct R&D to further develop Fadel’s current products and provide general working capital to Fadel.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, George Lawford and Conor Monaghan.

Client quote

We greatly appreciate the assistance of Paul and his team at Crowe in helping us with our successful admission to AIM. The team provided invaluable support and advice and were critical in helping to deliver the successful outcome achieved. Crowe’s ability to support US companies looking to list on AIM was also a key consideration for us. This marks a crucial milestone for Fadel and our growth aspirations.

Vicary Gibbs, Chief Financial Officer, Fadel Partners, Inc.

Admission: Onward Opportunities Limited (AIM)

Onward Opportunities Limited - placing and admission to trading on AIM.

Onward Opportunities Limited (Onward Opportunities) has successfully raised £12.75 million on its admission to trading on AIM.

Onward Opportunities' investment objective is to seek to generate risk-adjusted absolute returns for shareholders through investments in UK smaller companies. Returns are expected to be principally derived from capital growth over a target three to five-year holding period with an appropriate diversification of investment risk.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe and supported by Ferdia McCarville and Alex Slater.

Client quote

Crowe’s Capital Markets team provided valuable assistance throughout the IPO process. They were a pleasure to work with and we appreciated their professional approach. We would certainly recommend Crowe to any companies considering a transaction on London’s capital markets.

Andrew Henton, Chairman, Onward Opportunities Limited

Admission: Medcaw Investments Plc (Main Market)

Medcaw Investments Plc has announced its admission to the Main Market of the London Stock Exchange.

Medcaw Investments Plc (Medcaw) has successfully raised £637,082 through a direct subscription to the Official List by way of a Standard Listing on the Main Market of the London Stock Exchange.
 
Medcaw was incorporated on 11 December 2020 to pursue opportunities to acquire businesses in the life sciences sector. The directors will consider those companies focused on developing medical and/or wellness technologies and/or therapies, in particular those that are focused on enabling and delivering better health and longevity.
 
The proceeds of the fundraising will be used to pursue the company’s objective of acquiring suitable companies, business or assets and providing working capital to cover ongoing annual operating costs.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, supported by Conor Monaghan and Jake Harrison 

Client quote 

We appreciated the assistance of the Corporate Finance team at Crowe in helping us with our successful admission to the Main Market. This marks an important milestone for Medcaw and our growth aspirations. We would certainly recommend Crowe to other companies looking to admit to the Standard List in London.

Sarah Cope, Executive Chairperson, Medcaw Investments Plc

Acquisition: Savannah Energy PLC (AIM)

Savannah Energy Plc (Savannah) has announced that it has completed the acquisition of ExxonMobil's interests in the Doba Oil Project and the Chad-Cameroon export transportation system for consideration of US$407 million.

In aggregate, Savannah has acquired:

  • a 40% participating interest in the Doba Oil Project, which comprises seven producing oil fields with 142.3 MMstb of 2P Reserves and expected 2022 gross production of 29 Kbopd
  • a 40% equity interest in the company which owns the Chad-Cameron export transportation system that comprises a 1,081km pipeline and the Kome Kribi 1 floating storage and offloading facility, offshore Cameroon along with all associated facilities. The Chad-Cameroon pipeline is 30” in diameter with a nameplate capacity of 250 Kbopd and an estimated pipeline throughput in 2022 of 124 Kbopd, from more than 15 fields.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by Monty Cann, Jacob Porter and Jake Harrison.

Client quote 

We were pleased to once again work with the Capital Markets team at Crowe who were able to provide an efficient service throughout, which enabled us to meet tight deadlines on this important transaction. We would certainly recommend them to other companies looking to list in London.

Nick Beattie, CFO, Savannah Energy Plc

Acquisition: Strix Group plc (AIM)

Strix Group plc announced that it has entered into conditional agreements to acquire Billi (Australia, New Zealand and UK), for an aggregate cash consideration of approximately £38 million, funded through a new term loan and an equity placing.

Strix Group plc is the AIM quoted global leader in the design, manufacture and supply of kettle safety controls and other complementary water temperature management components.

Billi operates in the high growth and strategically important hot tap and water filtration markets. Established in 1989 and headquartered in Melbourne, with distribution channels located across Australia, and internationally in New Zealand, UK, Hong Kong, Singapore and China, Billi is renowned for its premium filtered and temperature-controlled water systems and manufacturing innovation.

Completion of the acquisition is expected before the end of the calendar year, subject to regulatory approvals.

Crowe's role and team

Crowe provided transactional support to Strix on the acquisition, with the Corporate Finance team led by Mitesh Patelia and George Lawford.

Client quote

We were very keen to work with the team at Crowe as they have extensive experience in working on international acquisitions and were able to provide diligence services in the UK, Australia and New Zealand.

Mark Bartlett, Chief Executive Officer, Strix Group plc

Admission: Fintech Asia Limited (Main Market)

Fintech Asia Limited has announced its successful fundraising of £1.455 million and admission to trading on the Standard Segment of the Main Market of the London Stock Exchange.

Fintech Asia Limited (Fintech Asia) has successfully raised £1.455 million on its admission and placing on the Standard Segment of the Main Market of the London Stock Exchange.

Fintech Asia was incorporated on 28 May 2021. Its principal activity is to undertake the acquisition of one or more companies or businesses, in the financial technology sector that offer new technologies that seek to improve and automate the delivery and use of financial services, primarily targeting the Asia-Pacific region.

The proceeds of the fundraising will be used to pursue the Company’s objective of acquiring suitable companies, businesses or assets and providing working capital to cover ongoing annual operating costs.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Mitesh Patelia, supported by Conor Monaghan and Jake Harrison.

Client quote 

To assist us with our admission to the Standard List, the Board looked for an experienced Reporting Accountant to work with our other advisers to deliver an efficient admission. We found that with Crowe and look forward to continuing to work with them in the future.

Oliver Fox, Chief Executive Officer, Fintech Asia Limited

Admission: Ikigai Ventures Limited (Main Market)

Ikigai Ventures Limited has announced its successful fundraising and admission to trading on the Standard Segment of the Main Market of the London Stock Exchange.

Ikigai Ventures Limited (Ikigai) has successfully raised £2.09 million on its admission and placing on the Standard Segment of the Main Market of the London Stock Exchange.

Ikigai was incorporated on 28 May 2021. Its principal activity is to undertake the acquisition of one or more companies or businesses that have a strong positive social impact and/or environmental, social and governance (ESG) strategy as part of its core business, primarily targeting the Asia-Pacific region.

The proceeds of the fundraising will be used to pursue the Company’s objective of acquiring suitable companies, business or assets and providing working capital to cover ongoing annual operating costs.

Crowe's role and the team 

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Mitesh Patelia, supported by Conor Monaghan and Jake Harrison.

Client quote

For our admission to the Standard List, we were looking for a reporting accountant with experience of the Standard List admission process to support and guide us. We would certainly recommend Crowe to other companies looking to list in London.

Nicholas Bryan Brown, Chief Executive Officer, Ikigai Ventures Limited

Acquisition: Roquefort Therapeutics plc

Roquefort Therapeutics plc – placing and acquisition of Oncogeni Limited

Roquefort Therapeutics plc (“Roquefort”) has successfully completed the acquisition of Oncogeni Limited (“Oncogeni”) for an aggregate purchase price of £5.5 million, which was satisfied by the issue of shares. Roquefort also undertook a placing, raising gross proceeds of £1.015 million which shall be used to fund ongoing drug development programs and contribute towards the working capital of the enlarged group.

Oncogeni is a UK private biotechnology company founded in 2019, with an experienced leadership team that is developing cell and RNA based cancer medicines which the Board believes is very complementary to Roquefort’s existing pre-clinical drug development business.

Roquefort was established to pursue opportunities in early stage biotechnology businesses and listed on the Standard List of the London Stock Exchange on 22 March 2021. Since its IPO, Roquefort acquired Lyramid Pty Limited on 21 December 2021, thereby becoming a leader in the development of medicines for a promising new therapeutic target, Midkine.

The acquisition of Oncogeni transforms Roquefort into a material oncology focused biotech company with a complementary portfolio of four novel cancer programs. This expanded product portfolio provides greater upside potential and development risk mitigation for Roquefort.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, supported by Conor Monaghan.

Client quote

We were keen to collaborate with Crowe again due to their wealth of experience working with companies who are listed on the Main Market. They were a delight to work with again and we were particularly pleased with their ability to assist our growth aspirations, allowing us to implement our plan efficiently.

- Stephen West, Executive Chairman, Roquefort Therapeutics plc

Admission: Cloudbreak Discovery Plc 

Cloudbreak Discovery Plc (Cloudbreak) has announced its successful fundraising of £585,625 (comprising a placing of £60,000 and a subscription of £525,625) and subsequent placement to trading on the Standard segment of the London Stock Exchange’s Main Market.

Cloudbreak is a natural resource project generator which holds equity positions and royalties in a variety of projects in the natural resources sectors across multiple jurisdictions, primarily in North America and Africa.

Cloudbreak provides European investors with a business model and range of assets which to date has been a largely untapped opportunity in Europe. The company has the ability to pivot between commodities for the best prospects and opportunities but has a core focus on bulk, industrial and base materials and metals with an early focus on critical metals for the ongoing electrification revolution.

The proceeds of the Fundraise will be used to support Cloudbreak's immediate objective of developing its existing portfolio of assets and interests and acquiring suitable additions including lithium assets and bauxite projects globally, as well as cover operational costs generally.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction, with the capital markets team led by Paul Blythe.

Client quote

We were eager to work with Crowe again as our trusted advisor, to provide support for this funding round. They have extensive experience in working with companies operating in the natural resources sector. We would certainly continue to recommend them to other companies in the industry in need for reporting accountant services.

- Kyler Hardy, CEO, Cloudbreak Discovery Plc

Resumption of Trade: Afentra plc (AIM)

Afentra plc (Afentra), an upstream oil and gas company listed on AIM, has announced the resumption of trading in its shares on AIM and the publication of an admission document relating to two proposed acquisitions of interests in Angolan oil blocks, as follows:

  • the acquisition from Sonangol P&P of a 20% participating interest in Block 3/05 and a 40% participating interest in Block 23, for an initial consideration of US$80 million, subject to certain adjustments, and potential further contingent payments of up to US$50 million
  • the acquisition from Industrija Nafte, d.d. of a 4% participating interest in Block 3/05 and a 5.33% participating interest in Block 3/05A, for an initial consideration of US$12 million, subject to certain adjustments, and potential further contingent payments of up to US$21 million.

These acquisitions are expected to complete in Q4 2022 and are to be financed through cash reserves, a senior RBL debt facility of up to US$110 million (of which up to US$75milion is available for these transactions). In addition, Afentra has entered into a prepayment facility for up to US$30 million. Both of these facilities have been provided by Trafigura PTE Ltd.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction, with the capital markets team led by Paul Blythe with support from Ferdia McCarville, Monty Cann and Jacob Porter.

Reverse Takeover: Silverwood Brands PLC (AQSE Growth Market, Access Segment)

Silverwood Brands PLC (“Silverwood”) has successfully completed the acquisition of Balmonds Skincare Ltd (“Balmonds”) and its subsidiary (together the “Balmonds Group”) by way of reverse takeover, placing and re-admission to the Access Segment of the AQSE Growth Market.

Silverwood announced it has acquired the entire share capital of Balmonds (the “Acquisition”), a UK-based skincare company. Balmonds manufactures cosmetic skincare products primarily for consumers who suffer from conditions such as eczema, psoriasis and dermatitis. Its product line is made completely from natural ingredients that protect and hydrate sore and inflamed skin. The Acquisition was satisfied through the issue of 9,441,764 consideration and loan shares at 85p per share, amounting to a total consideration of approximately £8,000,000. Silverwood was established to acquire businesses focused on consumer-facing brands in, but not limited to, the food, organic food, wellness, lifestyle and leisure sectors. Following the Acquisition of the Balmonds Group, the principal activity of Silverwood will be to act as a holding company while looking for complementary acquisition opportunities.

Crowe's role and the team 

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe, supported by Conor Monaghan and James Leyton.

 

Reverse Takeover: BSF Enterprise plc (Main Market)

BSF Enterprise plc (“BSF”) has successfully completed the acquisition of 3D Bio-Tissues Limited (“3DBT”) (together, forming the “Enlarged Group”) by way of reverse takeover, placing and re-admission to the Main Market.

BSF announced on 24 December 2021 that it had entered into an agreement to acquire the entire issued share capital of 3DBT (the “Acquisition”). 3DBT is a biotechnology start-up that has developed a propriety platform that facilitates the production of a variety of animal tissue types for multiple uses, commonly known as “tissue engineering”.

The Acquisition was satisfied by the issue of 23,744,912‎ new ordinary shares at an issue price of 7.37 pence per ordinary share, raising gross proceeds of approximately £1.75 million (before expenses). The proceeds of the placing will be used to support the growth of the Enlarged Group, including additional lab space, employing additional professional and technical people, and exploring marketing and sales avenues.

BSF was established with the purpose of acquiring businesses focused on early stage opportunities in the biotechnology, innovative marketing and e-commerce sectors. Following the Acquisition of 3DBT, the principal activity of BSF will be to act as a holding company for early-stage biotechnology businesses specialising in serum-free media, skin care and tissue engineering.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. Paul Blythe led our Capital Markets team, supported by Conor Monaghan and Ferdia McCarville.

 

Client quote

 

“The assistance of the Capital Markets team at Crowe was highly valued in helping us close our successful transaction. They were a pleasure to work with and we appreciated their very commercial and professional approach which allowed the transaction to proceed smoothly.”

Geoff Baker, Non-Executive Director, BSF Enterprise plc

Acquisition, placing and admission: Kendrick Resources PLC (Main Market)

Kendrick Resources PLC (“Kendrick”) has successfully completed the acquisitions of Northern X Finland Oy, Northern X Scandinavia AB and the assignment of an option agreement from Pursuit Minerals Limited. It completed a placing of £3.25 million and admission to trading to the Standard segment of the London Stock Exchange's Main Market.

Northern X Finland Oy owns the Koitelainen vanadium projects and the Karhujupukka vanadium-magnetite exploration project, both located in Finland.

Northern X Scandinavia AB owns the Airijoki and vanadium project and the Kramsta, Kullberget, Simesvallen and Sumåssjön exploration projects, all located in Sweden.

The assignment of the exploration and option agreement provides the Company with the option to acquire from Eurasian Minerals Sweden AB the Espedalen, Hosanger and Sigdal exploration nickel-copper-cobalt projects in Norway.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. Paul Blythe led our Capital Markets team, supported by James Leyton.

 

Client quote

 

To assist us with our admission to the Main Market, the Board looked for an experienced reporting accountant to work with our other advisors to deliver an efficient transaction. We are delighted with the outcome and look forward to working closely with Crowe in the future.

Colin Bird, Executive Chairman, Kendrick Resources PLC

First Tin PLC (Main Market)

First Tin PLC (“First Tin”) has announced its successful acquisition of Taronga Mines Pty Ltd, placing of £20 million and admission to trading on the Standard Segment of the Main Market of the London Stock Exchange.

First Tin owns two advanced tin projects in Germany and Australia. It aims to bring both projects into production to deliver a sustainable solution for material supply issues faced by industrial tin consumers.

According to the International Tin Association’s Global Resources and Reserves report 2020, First Tin will have the world’s seventh-largest CRIRSCO-compliant undeveloped tin resource (outside of Russia, Kazakhstan and the Democratic Republic of Congo, it will be the second largest).

First Tin's goal is to become a global tin producer, supplying fully traceable and verifiable tin units to global industries with high tin usage. Industries that currently have strong demand growth include the electric vehicle, renewable energy, energy storage, mobile telephony and semi-conductor sectors.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. Paul Blythe led our Capital Markets team, supported by George McMullen.

 

Client quote

 

We appreciate the assistance of the Corporate Finance team at Crowe to help us with our admission to the Standard Segment of the London Stock Exchange's Main Market. Crowe's service was very efficient and supportive. I would certainly recommend them to other companies looking to admit to the Standard List in London.

 

Martyn Knight, CFO, First Tin PLC

Admission: CleanTech Lithium PLC (AIM)

CleanTech Lithium PLC placing and admission to trading on AIM

CleanTech Lithium PLC (“CleanTech”) has successfully raised £5.6 million on its admission to trading on AIM.

CleanTech is an exploration and development company that intends to develop the next generation of sustainable lithium projects in Chile. CleanTech aims to extract lithium from brines with a low environmental impact and close to zero carbon dioxide emissions.

CleanTech holds two licences for its lithium projects, Laguna Verde and Francisco Basin, both located within the southern tip of the lithium triangle in Chile.

The proceeds of the funding will be used for key exploration activities and direct lithium extraction test work across the two basins.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by  Paul Blythe, supported by Monty Cann.

Client quote

We valued the assistance of the Capital Markets team at Crowe in helping us with our successful IPO. They were a pleasure to work with and we appreciated their professional and efficient approach.

This marks an important event for CleanTech Lithium and our growth aspirations.”

- Gordon Stein, CFO,CleanTech Lithium PLC

Admission: Artemis Resources Limited (AIM)

Artemis Resources Limited placing and admission to trading on AIM

ASX-listed Artemis Resources Limited (“Artemis”) has successfully raised £5.0 million on its admission to trading on AIM. Artemis will retain its ASX-listing and trading symbol, ARV, for both markets.

Artemis is a Perth-based mining exploration and development company. It focuses on two mineral projects in Western Australia; the Greater Carlow Gold-Copper-Cobalt Project in the West Pilbara and the Paterson Central exploration project in the East Pilbara. The proceeds of the fundraising will be used to continue the drill programmes at both project sites.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe, supported by James Leyton.

Client quote

We are delighted to commence trading on AIM. Offering UK and European investors an efficient way of owning our stock has been a goal of this management team.

Artemis offers an attractive investment opportunity with our Paterson Central and Greater Carlow gold and copper projects located in the safe, tier one mining jurisdiction of Western Australia. With an expansive exploration programme planned and funded for 2022, we look forward to a busy and productive year.”

Mark Potter, Chairman, Artemis Resources Limited

Savannah Energy PLC (AIM)

Savannah Energy PLC (“Savannah”) has announced its successful placing, subscription raising of USD 65 million and restoration to trading on AIM.

In addition, Savannah has entered into agreements to acquire ExxonMobil's and PETRONAS's upstream and midstream assets in Chad and Cameroon for considerations of USD 360 million and USD 266 million, respectively. In aggregate, Savannah has agreed to acquire:

  • a 75.00% participating interest in the Doba Oil Project in Chad, which comprises seven producing oil fields with 186.5 million stock tank barrels of 2P reserves and 2C resources. These produced an average gross daily production of 33.7 thousand barrels of oil per day (Kbopd), net 25.3 Kbopd in 2020
  • a 70.34% equity interest in the company which owns the 178 km section of the Chad-Cameroon export transport system (ETS), that runs from the Doba Oil Project in Chad to the Cameroon border
  • a 70.83% equity interest in the company which owns the 903 km section of the Chad-Cameroon ETS, that runs from the Cameroon border through to the export facilities, including the Kome Kribi 1 floating storage and offloading unit.

Due to their size and nature, both the Exxon and the PETRONAS acquisitions individually constitute as reverse takeover transactions under AIM Rule 14.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe, supported by Monty Cann and Ashley Sofocleous.

Client quote

The Capital Markets team at Crowe used their sector expertise to produce an efficient service throughout the transaction, enabling us to meet the tight deadlines stipulated for a successful restoration to trading onto AIM. We would certainly recommend them to other companies looking to list in London.

Nick Beattie, Deputy Chief Financial Officer, Savannah Energy PLC

Facilitiesby ADF Plc (AIM)

Facilities by ADF Plc: placing and admission to trading on AIM

Facilities by ADF Plc (“ADF”), a leading provider of premium serviced production facilities to the UK film and high-end TV industry, announces its successful placing of £18.4 million and admission to trading on AIM.

ADF hires its facilities to productions throughout the UK and Europe, providing services to some of the world’s largest traditional and on-demand content production companies such as Netflix, Sky, BBC, ITV and Disney. ADF’s portfolio includes popular UK television series “The Crown” and “Peaky Blinders”.

ADF’s business was established in 1992 in Bridgend, Wales. It has grown to provide services with a fleet of over 500 trailers and vehicles, which includes premium mobile make-up, costume and artiste trailers, production offices and technical vehicles.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe, supported by Will SmithConor Monaghan and George McMullen.

Client quote

The Capital Markets team at Crowe provided great expertise and efficiency throughout the transaction, enabling us to meet tight deadlines for a successful listing onto AIM. We would certainly recommend them to other companies looking to list in London.

Neil Evans, CFO, Facilities by ADF Plc

Admission: ATOME Energy Plc

ATOME Energy Plc: fundraising and admission to trading on AIM

ATOME Energy Plc (“ATOME”) was successfully spun off from AIM-traded President Energy to produce, market and distribute green hydrogen and ammonia. Hydrogen is widely considered a key part of the matrix of renewable power sources necessary to meet net zero carbon emissions targets by 2050.

ATOME currently has two operating subsidiaries in Paraguay and Iceland. Both subsidiaries have commenced operational planning, sourcing and negotiations with green electricity suppliers, equipment providers and offtake partners.

ATOME has completed its fundraising through its brokers and PrimaryBid, raising up to £9 million at 80p per Atome Share.

It has received London Stock Exchange’s Green Economy Mark, with the market capitalisation of the company at commencement of dealings being £26 million.

The net proceeds from the fundraising will be used to progress detailed planning, engineering, and development activities in Paraguay and Iceland. These will proceed ahead of the formal commitments on plant procurement and infrastructure investment.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe, Conor Monaghan and James Leyton.

Client quote

We valued the assistance of the capital markets team at Crowe in helping us with our successful IPO. They were a pleasure to work with and we appreciated their professional and efficient approach. This marks an important event for ATOME and our growth aspirations.

Olivier Mussat, Chief Executive Officer, ATOME Energy Plc

Admission: Public Policy Holding Company, Inc. (AIM)

Public Policy Holding Company, Inc.: placing and admission to trading on AIM

Public Policy Holding Company, Inc. ("PPHC"), a leading bi-partisan, full-service US government affairs business has raised gross proceeds of £30.7 million, represented by £11.1 million for the company and £19.6 million for selling shareholders. The market capitalisation of the company at commencement of dealings will be £146.1 million. PPHC is a full-service business with an ambitious growth strategy to become the preeminent public and government affairs business, in the US and globally. Since its inception in 2014, PPHC has acquired and integrated eight businesses that now operate as five independent companies and established a strong platform, incorporating three of the top twenty US federally registered lobbying firms in the group.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Mitesh Patelia, George Lawford and Ferdia McCarville.

Client quote

“Crowe were an integral part of the transaction. Their expertise and proactive support enabled us to meet tight deadlines for a successful listing. We are impressed with Crowe’s ability to support US companies looking to list on AIM.

-Stewart Hall, Chief Executive Officer, PPHC

Acquisition: Likewise Group Plc (AIM)

Likewise Group plc announces the conditional acquisition of Valley Wholesale Carpets (2004) Limited and the proposed placing and open offer of £14 million.

Likewise Group plc ("Likewise"), a UK distributor of residential and commercial flooring to retailers and contractors, announces that it has entered into a conditional agreement to acquire the entire issued share capital of Valley Wholesale Carpets (2004) Limited ("Valley"), a UK-based distributor and wholesaler of carpets, for a maximum consideration of £30 million.

Valley, founded in 1982, is a distributor and wholesaler of carpets to independent retailers across the UK. It has a strong presence in the South East of England and the Midlands, with two principal distribution centres in Erith and Derby.

The acquisition will increase Likewise’s share of the UK flooring market to approximately 5.6% of the £1.9 billion UK industry, boosting Likewise’s position as one of the leaders in the UK market.

Crowe's role and team

Crowe acted as the financial and tax due diligence advisors on the transaction. Our transaction services team was led by Mitesh Patelia, Peter Varley, Will Smith and Ashley Sofocleous.

Client quote

Once again, the Crowe team provided proactive and invaluable advice - and enabled us to execute our M&A strategy efficiently.

-Tony Brewer, Chief Executive Officer, Likewise Group Plc

4GLOBAL plc: placing and admission to trading on AIM

4GLOBAL plc (“4GLOBAL”) has announced its successful listing on AIM, raising £4 million, by way of a placing and subscription.

4GLOBAL is a London based software, data and services sport and health company. It delivers its proprietary software and data platform, Sport Intelligence, as a key service.

The business licenses its Sport Intelligence platform to provide actionable insight for clients to improve the health and social benefits that accelerate the return on investment in sport and health. 4GLOBAL generates recurring revenues from licensing the platform to its clients and related service revenues.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction with the Capital Markets team led by Mitesh PateliaGeorge Lawford, and Conor Monaghan.

Client quote

We valued the assistance of the Capital Markets team at Crowe in helping us with our successful IPO. They were a pleasure to work with and we appreciated their professional and efficient approach. This deal marks an important step in our growth strategy, in particular for our Sport Intelligence data platform."

Keith Sadler, Chief Financial Officer, 4GLOBAL plc

Admission: Skillcast Group plc (AIM)

Skillcast Group plc announces its successful placing of £3.5 million and admission to trading on AIM

Skillcast Group plc (“Skillcast”), a provider of compliance e-learning technology and related professional services, announced the admission of its ordinary shares to trading on the AIM market of the London Stock Exchange.

Skillcast has raised £3.5 million on admission, giving it a market capitalisation of £33.1 million at the placing price of 37p per ordinary share. In addition, a further £1.0 million of existing ordinary shares were sold on behalf of selling shareholders.

Operating from its two bases in London and Malta, Skillcast helps companies across a broad spectrum of industry sectors in the UK, EU and Rest of World. The e-learning company assists staff training and compliance with various laws, regulations and standards. Skillcast offers technology, content and services to assist companies to fulfil staff compliance obligations with considerable depth in each of its product lines.

The company is positioned as a potential leader in the UK in staff compliance technology with its Skillcast Portal, which brings e-learning, policy attestations, declarations/disclosures, surveys and compliance registers into a single SaaS application.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe, Will Smith and Ashley Sofocleous.

Client quote

We appreciated Crowe’s help, not only for getting us across the line in our IPO but also for advising on our processes, KPIs and standards that will serve us well in the journey ahead. It’s been a real value-add.

Vivek Dodd, CEO, Skillcast Group plc

Admission: Hydrogen Future Industries PLC (AQSE Growth Market (Access Segment))

Hydrogen Future Industries PLC - placing and admission to the AQSE Growth Market (Access Segment).

Hydrogen Future Industries has announced its successful placing of £2.23 million and admission to trading on the Access Segment of the AQSE Growth Market.

Hydrogen Future Industries was incorporated on 13 July 2021 as a special purpose acquisition company (SPAC) to identify investment opportunities or acquisitions in the hydrogen sector.

The company believes that the strong fundamentals of the hydrogen sector and the acceleration of global decarbonisation (long-term reduction of hydrocarbon associated CO2) provide an opportunity to seek out projects and companies focused on the ‘Hydrogen Economy’.

Hydrogen Economy refers to the vision of using hydrogen as a clean, low-carbon energy resource to meet the world’s energy needs, replacing traditional fossil fuels and forming a substantial part of a clean energy portfolio.

On admission, Hydrogen Future Industries will have a market capitalisation of £2.98 million.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe

Client quote

“For our admission to the AQSE Growth Market, we were looking for an experienced reporting accountant to work alongside ourselves and our advisor team to provide an efficient and timely admission. Having worked with the team at Crowe, I would certainly recommend them to other companies looking to admit to the AQSE in London.”

Fungai Ndoro, Non-Executive Director, Hydrogen Future Industries

Acquisition: Revolution Beauty Group plc

Revolution Beauty Group plc (“Revolution Beauty”) announced that it acquired the entire issued share capital of Medichem Manufacturing Ltd (“Medichem”) for £23 million.

Revolution Beauty is an AIM quoted, global mass beauty and personal care business. The company operates a multi-brand and multi-category strategy to sell its products through e-commerce operations and, both physical and digital, retailers with wholesale relationships.

This is Revolution Beauty’s first acquisition and provides the group with its own manufacturing business.

Medichem is a long-standing supplier of haircare and skincare products to Revolution Beauty, manufacturing all products from its UK facility. Medichem's operations include an R&D laboratory, bulk manufacturing, warehousing and distribution, and it employs more than 170 people.

Crowe's role and team 

Crowe acted as the financial and tax due diligence advisors on the transaction. Our Transaction Services team was led by Peter VarleyGeorge Lawford and Conor Monaghan.

Client quote

"Crowe delivered a good due diligence report on time and with the salient points for us to focus our attention on. Their support with the negotiations was particularly helpful and enabled us to close the deal successfully."

- Derek Zissman, Deputy Chairman and Senior Independent Non-Executive Director, Revolution Beauty

Admission: Silverwood Brands PLC (AQSE Growth Market (Access Segment)

Silverwood Brands has announced its successful placing of £1.03 million and admission to trading on the Access Segment of the AQSE Growth Market.

Silverwood Brands was incorporated on 10 August 2021, as a special purpose acquisition company (SPAC). Through their global network of contacts, the directors will target consumer-facing brands that complement their expertise. Some of these include wellness, lifestyle and leisure sectors; which the directors believe will provide significant opportunities for growth.

The company has raised approximately £961,000 through the founders’ subscription and a further £1,031,000 through the placing on admission.

On admission, Silverwood Brands will have a market capitalisation of £2.1 million.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. Our Capital Markets team was led by Paul Blythe, supported by George McMullen.

Client quote

“For our admission to the AQSE Growth Market, we were looking for an experienced reporting accountant to work alongside ourselves and our advisor team to provide an efficient and timely admission. Having worked with the team at Crowe, I would certainly recommend them to other companies looking to admit to the AQSE in London.”

- Andrew Gerrie, Executive Director, Silverwood Brands PLC

Admission: Big Technologies plc (AIM)

Big Technologies plc: placing and admission to trading on AIM.

Big Technologies plc and its subsidiaries (the “Group”) has successfully completed its Initial Public Offering on AIM, raising £202 million, achieving a market capitalisation of £577 million.

The Group provides products and services to the remote and personal monitoring industry, with a focus on the criminal justice market, principally under the brand name 'Buddi’. The Group’s criminal justice solution involves proprietary monitoring software combined with modular monitoring hardware being used to accurately track the location of tag wearers. Buddi was founded in 2005 by Sara Murray OBE, since which she has led the business to develop its technologies and enter new related markets. The Group has a number of core technologies that the directors believe could be deployed into additional large markets, such as the health and care markets. The Group generates revenue across the world, with operations across the United Kingdom, Australia, United States and Colombia.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction with the  capital market team led by Mitesh PateliaGeorge Lawford, Will Smith and Ed Beddows.

Client quote

“We valued the assistance of the capital markets team at Crowe in helping us with our successful IPO. They were a pleasure to work with and we appreciated their professional and efficient approach. This marks an important and exciting chapter for Buddi and we look forward to working closely with Crowe in the future.”

Sara Murray OBE, Chief Executive Officer, Big Technologies plc

Admission: TMT Acquisition Plc (Main Market)

TMT Acquisition has announced its successful placing of £5.0 million and admission to trading on the Standard Segment of the Main Market of the London Stock Exchange. Net placing proceeds were £4.7m and the company had a market capitalisation on admission of £5.5m.

TMT Acquisition was incorporated on 25 March 2021 and was formed to pursue opportunities to acquire businesses in the technology, media, and telecom sector‎. The Directors will consider making an acquisition of the following types of businesses:

  • Platform and marketplace businesses;
  • Tech-enabled disruptive businesses;
  • E-Commerce businesses; and
  • On-line B2B and enterprise solutions businesses.

Crowe's role and team

Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team.

Client quote

To assist us with the our admission to the Standard List, the Board looked for an experienced Reporting Accountant to work with our other advisers to deliver an efficient admission. Crowe also delivered a useful network of contacts which greatly assisted with the formation of the Company, particularly with banking relationships. We are delighted with the outcome.

James Serjeant, Non-Executive Director

Admission: Alkemy Capital Investments PLC (Main Market)

Alkemy Capital Investments PLC - placing and admission to the Main Market of the London Stock Exchange. 

Alkemy Capital Investments has announced its successful placing of £1.5 million and admission to trading on the Standard Segment of the Main Market of the London Stock Exchange.

Alkemy Capital Investments was incorporated on 21 January 2021 and was formed to undertake an acquisition of a controlling interest in a company or business. Given their experience, the Board will focus on the mining and technology metals sectors.

Crowe's role and team

Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team.

Client quote

“For our admission to the Standard List, we were looking for an experienced Reporting Accountant to support and guide us through the admission process. The service they provided was very efficient and I would certainly recommend them to other companies looking to admit to the Standard List in London.”

- Sam Quinn, Non-Executive Director

Admission: Made Tech Group plc (AIM)

Made Tech Group plc announced its successful placing of £15.0 million and admission to trading on AIM.

Made Tech Group plc (“Made Tech”), a provider of digital, data and technology services to the UK public sector, has raised gross proceeds of £15.0 million on its admission to AIM. Alongside the gross proceeds, existing shareholders sold £70.4 million of sale shares. On admission, Made Tech had a market capitalisation of £180.66 million.

Founded in 2008 and now with a headcount of over 240 across four UK locations (London, Manchester, Bristol and Swansea), Made Tech provides services that enable central government, healthcare and local government organisations to digitally transform.

Made Tech has a history of delivering high-profile and complex projects at speed in the public sector and previously within the private sector. As a result, the Directors consider that Made Tech has firmly established itself within the public sector market and that this provides Made Tech with solid foundations to deliver continued growth and expansion.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, Will Smith and Ashley Sofocleous.

Client quote

“We were looking for a team to deliver on our admission timetable and Crowe delivered. We would certainly recommend them to other companies looking to list in London.”

- Rory MacDonald, CEO, Made Tech Group plc

Admission: Citius Resources Plc (Main Market)

Citius Resources Plc placing and admission to the Main Market of the London Stock Exchange.

Citius Resources has announced its successful placing of £0.6 million and admission to trading on the Standard Segment of the Main Market of the London Stock Exchange.

Citius Resources was incorporated on 15 April 2020 and was formed to undertake an acquisition of a target company or business.

The Company’s efforts in identifying a prospective target company or business will not be limited to a particular industry or geographic region. However, given the experience of the Directors, Citius Resources expects to focus on acquiring an exploration or production company or business in the precious and base metals sector, with either all or a substantial portion of its operations in Europe, Africa, and the Middle East.

Crowe's role and team

Crowe acted as reporting accountant on the transaction. With our Capital Markets team led by Paul Blythe and supported by James Richardson.

Client quote

“For our admission to the Standard List, we were looking for a reporting accountant with experience of the Standard List admission process to support and guide us. The service they provided was very efficient and I would certainly recommend them to other companies looking to admit to the Standard List in London.”
Cameron Pearce, Chief Executive Officer, Citius Resources

Admission: Likewise Group plc (AIM)

Likewise Group plc: Successful placing of £10 million and admission to trading on AIM.

Likewise Group plc ("Likewise"), a UK distributor of domestic and commercial floorcoverings and matting, has announced its successful listing on AIM, raising gross proceeds of £10 million.

Likewise has rapidly developed during the last two years through a number of strategic acquisitions to build a substantial business in the UK flooring industry.

The placing proceeds will help accelerate the Group's growth aspirations, including the two key priorities of expanding the customer base and optimising the distribution network.

Crowe's role and the team

Crowe acted as reporting accountant to the transaction, with our Capital Markets team led by Mitesh Patelia and supported by James Richardson.

Client quote

"Once again, the Crowe team were an integral part of the transaction, providing proactive support and expertise which resulted in a successful listing."

Tony Brewer, Chief Executive Officer, Likewise Group plc

Admission: BiVictriX Therapeutics Plc (AIM)

BiVictriX Therapeutics Plc announced its successful placing of £7.5m and admission to trading on AIM.

BiVictriX Therapeutics Plc (“BiVictriX”) announced its successful IPO and admission to trading on AIM, raising £7.5m.

BiVictriX has successfully raised gross proceeds of £7.5 million by way of a placing and subscription at a market capitalisation of approximately £13.2 million. The funds will enable BiVictriX to accelerate its growth and expedite the development and delivery of its next-generation, highly selective cancer therapeutics.

Founded in 2017, BiVictriX is a drug discovery and development company that is applying a novel approach, derived from frontline clinical experience from within the NHS, to create safer, more effective cancer therapeutics. BiVictriX has developed a proprietary platform and the resulting Bi-Cygni® therapeutics are uniquely selective for the specific cancers, potentially enabling higher dosing and more aggressive tumour eradication, while reducing life-threatening treatment-related side effects.

Crowe's role and the team

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia and Will Smith.

Client quote

"The Capital Markets team at Crowe provided great expertise and efficiency throughout the transaction, enabling us to meet tight deadlines for a successful listing onto AIM. This deal marks an important step to accelerate growth, in particular for the lead asset BVX001, an antibody-drug conjugate that has generated encouraging preclinical data compared to similar drugs already on the market, including potential anti-cancer activity”

Tiffany Thorn, Chief Executive Officer, BiVictriX Therapeutics Plc

Acquisition: Learning Technologies Group plc (AIM)

Learning Technologies Group plc: Proposed Acquisition of GP Strategies for $394 million

Learning Technologies Group plc (“LTG”) announced it has entered into a conditional agreement to acquire the entire issued and outstanding share capital of GP Strategies for $20.85 per GP Strategies share, representing a market capitalisation of $394 million and an enterprise value of $343 million.

GP Strategies is a leading provider of managed learning services and workforce transformation. The proposed acquisition brings new capabilities and deep sector expertise in high-value industries. It provides LTG with a significant opportunity to expand on its long-term recurring customer relationships, while bringing a large new base of blue-chip customers from GP Strategies.

The consideration and transaction costs for the acquisition are intended to be part-funded by a conditional underwritten placing of new ordinary shares raising approximately £82 million. The balance is part-funded by up to c.$305 million in incremental debt financing (of which $40 million is to be repaid from GP Strategies' cash shortly after the acquisition) and out of existing cash resources.

Crowe acted as the financial and tax due diligence advisors on the transaction. Our transaction services team was led by Mitesh Patelia, George Lawford and Ferdia McCarville.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. The capital markets team was led by Mitesh Patelia, George Lawford and Ferdia McCarville.

Client quote

"We are delighted with the team at Crowe and are especially impressed with their ability to support our growth aspirations globally - the team provided proactive and commercial advice and enabled us to execute our strategy efficiently."

Jonathan Satchell, Chief Executive, Learning Technologies Group plc

Re-Admission: East Imperial plc (Main Market)

East Imperial plc (formerly Bermele plc): acquisition, placing and re-admission to the main market of the London Stock Exchange.

Bermele plc completes the acquisition of East Imperial Pte. Ltd and its subsidiaries for £24.5 million by the way of reverse takeover, placing of £3 million and re-admission to the main market of the London Stock Exchange.

East Imperial was founded in New Zealand in 2012, producing and marketing a line of branded ultra-premium beverages that are currently sold throughout Asia-Pacific and the United States of America. East Imperial’s range utilises all-natural authentic Asian ingredients, low natural sugar content and a genuine 1903 East African family recipe.

East Imperial targets a fast-growing segment of the beverage industry and the Directors believe that its success is driven by its commitment to using high-quality ingredients and its dedication to building an authentic and premium brand, with the strategy of sharing this brand with more of the world. The acquisition, placing and re-admission by Bermele plc is the first step to towards achieving these goals .

Crowe's role and the team

Crowe acted as reporting accountant on the transaction with the corporate finance team led by Paul Blythe, George Lawford and Ed Beddows.

Client quote

"We appreciated the assistance of the Corporate Finance team at Crowe in helping us with our successful acquisition of East Imperial and re-admission onto to the Main Market of the London Stock Exchange. This deal marks an important step in East Imperial’s future growth strategy, in particular supporting the expansion into key territories around the world."

Anthony Burt, Chief Executive Officer, East Imperial plc

Admission: GENinCode plc (AIM)

GENinCode plc: £17 million placing and admission to AIM

GENinCode plc (“GENinCode”) is engaged in the risk assessment, prediction and prevention of cardiovascular disease ("CVD"). Which is the leading cause of death worldwide, accounting for approximately 18 million deaths annually.

GENinCode's products and technology have been developed since 2008 and clinically tested on over 75,000 patients with the aim of predicting the onset of CVD and providing a personalised treatment pathway for patient management.

The company was incorporated in September 2018 following the acquisition of the assets and know-how of the Ferrer inCode and Gendiag.exe businesses, including the current product portfolio, Cardio inCode®, LiPID inCode®, SuDD inCode® and Thrombo inCode®. It then became a part of Grupo Ferrer Internacional S.A., a large Spanish multinational private pharma and healthcare company.

The group's operations are predominantly based in the UK, Europe and, following regulatory clearance, the United States.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. The capital markets team was led by Mitesh Patelia, George Lawford and Ed Beddows.

Client quote

"We valued the assistance of the Capital Markets team at Crowe in helping us with our successful IPO. They were a pleasure to work with and we appreciated their professional and efficient approach. This deal marks an important step to accelerate growth, particularly the roll-out into the United States.”

Matthew Walls, Chief Executive Officer, GENinCode plc

Admission: LungLife AI Inc. (AIM)

LungLife AI Inc. announced its successful placing of £17 million and admission to trading on AIM.

LungLife AI Inc. (“LungLife”) is a developer of clinical diagnostic solutions. These are designed to make significant improvements in the early detection of lung cancer.

LungLife’s diagnostic solution, the LungLB® test, is an AI-enhanced, blood-based test to stratify cancerous and benign lung nodules identified by CT scans. The test is intended to provide doctors with additional information to help the decision-making process for patients’ treatment.

LungLife has completed a pilot study to evaluate the LungLB® test and is now gearing up to proceed to a larger, multi-centre validation study ahead of seeking FDA approval. Through collaboration with major cancer medical centres, the directors believe that LungLife can effectively commercialise its tests for sale in the United States during 2023.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. The capital markets team was led by Mitesh Patelia, George Lawford and James Leyton.

Client quote

"We were delighted to work with Crowe as part of our listing process. Their knowledge of both our sector and US companies was beneficial.”

Paul Pagano, Chief Executive Officer, LungLife AI Inc.

Admission: Silver Bullet Data Services Group Plc (AIM)

Silver Bullet Data Services Group plc announced its successful placing of £9.5 million and admission to trading on AIM.

Silver Bullet Data Services Group plc (“Silverbullet”) is a digital transformation services and product company that assists brands and advertisers to deploy their digital marketing spend, with a focus on the use of technology and data.

To date, Silverbullet’s revenues have been derived predominantly from data and strategic services to brands and agencies, assisting clients to establish and develop their data and media deployment systems for marketing purposes and effect media activation (the deployment of digital advertising media).

In 2020, Silverbullet completed the development of its own proprietary software product known as '4D', which aims to facilitate the effective deployment of marketing campaigns using first-party data and contextual intelligence, providing effective targeting without reliance on third party data or cookies.

Crowe's role and the team

Crowe acted as the reporting accountant on the transaction. The capital markets team was led by Mitesh PateliaGeorge Lawford and Conor Monaghan.

Client quote

"The Capital Markets team at Crowe were extremely professional and efficient throughout the transaction. This deal marks an important step to accelerate growth, in particular through supporting the upcoming roll-out of the Group’s 4D product."

Darren Poynton, Chief Financial Officer, Silver Bullet Data Services Group Plc

Admission: Spectral MD Holdings Ltd (AIM)

Spectral MD Holdings, Ltd (“Spectral”) announced its successful placing of £11.25 million and admission to trading on AIM.

Spectral is a predictive analytics group that develops proprietary AI algorithms and optical technology. It helps clinicians make more accurate and faster treatment decisions in the wound care sector. Spectral is able to distinguish between damaged and healthy human tissue invisible to the naked eye, providing 'Day One' healing assessments for burn wounds and diabetic foot ulcers. This is aided by its internally developed DeepView® Wound Imaging Solution, an AI technology and multispectral imaging system which has designated FDA Breakthrough Device. Spectral has received substantial support from the U.S. government with contracts from institutions such as Biomedical Advanced Research and Development Authority, National Science Foundation and Defense Health Agency in support of the burns application for its DeepView® system.

Crowe's role and the team

Crowe acted as the reporting accountant on the transaction. The capital markets team was led by Mitesh Patelia, George Lawford and Conor Monaghan.

Client quote

"The Capital Markets team at Crowe were extremely professional and efficient throughout the transaction. This deal marks an important step in our growth strategy and would certainly recommend them to other US companies looking to list on AIM."

Wensheng Fan, Chief Executive Officer, Spectral MD Holdings, Ltd

Admission: Cloudbreak Discovery PLC (Main Market)

Cloudbreak Discovery has announced its successful fundraising of £2 million (comprising a placing of £612,000 and a subscription of £1,388,000) and admission to trading on the Standard List.

Cloudbreak Discovery is a natural resource project generator. With effect from Admission, the Company will hold equity positions and royalties in a variety of projects in the natural resources sectors across multiple jurisdictions, primarily in North America and Africa.

Cloudbreak Discovery provides European investors with a business model and range of assets which to date has been a largely untapped opportunity in Europe. The Company has the ability to pivot between commodities for the best prospects and opportunities but has a core focus on bulk, industrial and base materials and metals with an early focus on critical metals for the ongoing electrification revolution.

The proceeds of the fundraising will be used to pursue the Company’s immediate objective of developing its existing portfolio of assets and interests, acquiring suitable additions and providing working capital to cover ongoing annual operating costs.

Crowe's role and the team

Crowe acted as the reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team.

Client quote

“We were very keen to work with Paul and the team at Crowe as they have extensive experience in working with international companies operating in the natural resources sector. We would certainly recommend them to other companies in the sector looking to IPO in London.”

Kyler Hardy, Chief Executive Officer, Cloudbreak Discovery

Admission: Trellus Health plc (AIM)

Trellus Health plc announced its successful placing of £28.5 million and admission to trading on AIM.

Trellus Health plc (“Trellus”) is commercialising its resilience-driven connected health solution. It will leverage expert whole-person care, data science and technology to deliver personalised and more cost-effective care for people living with chronic conditions. Trellus empowers people with chronic conditions, starting with Inflammatory Bowel Diseases (IBD), to make sustainable behaviour change that leads to better health outcomes and lower costs.

The firm will utilise the GRITT™ methodology and multidisciplinary care model, which have been scientifically validated at the Mount Sinai IBD Center to demonstrate significant improvements in patient outcomes, and over 85% reduction in emergency department visits and hospitalisations.

Crowe's role and the team

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Mitesh Patelia, George Lawford and Ed Beddows.

Client quote

“We valued the assistance of the capital markets team at Crowe in helping us with our successful IPO. They were a pleasure to work with and we appreciated their professional and efficient approach. We look forward to our journey as a public company and transforming the way complex chronic conditions are managed through our resilience-driven connected health solution that coordinates personalised clinical and behavioural care.” Monique Fayad, CEO, Trellus Health plc

Admission: National World plc (Main Market)

National World plc completes the acquisition of JPI Media Publishing Limited and its subsidiaries by way of a reverse takeover and re-admission to trading on the main market of the London Stock Exchange plc

National World plc announced on 7 May 2021, that its entire issued share capital of 259,432,801 Ordinary Shares has been admitted to listing on the standard segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc. Prior to admission, National World had in issue 54,000,000 Ordinary Shares and at admission issued a further 205,432,801 Ordinary Shares on conversion of all of the £20 million of 10% Convertible Secured Loan Notes that National World had in issue.

National World’s objective is to create a modern platform for news publishing through the implementation of a new operating model across multiple brands and platforms, by acquiring a number of media and digital technology assets, and leveraging its portfolio to launch new media brands across the UK.

National World intends to assemble a group of news publishing assets and acquire or license the technology to address: online applications, content and multi-platform sales management. Where possible, cash generated from the reduction of duplicated costs will be invested to grow the online audience to a greatly increased scale.

Crowe acted as reporting accountant on the transaction, with Corporate Finance Partner Paul Blythe leading the Capital Markets team, supported by Will Smith.

“We were very pleased with the work performed by the Capital Markets Team at Crowe who were able to guide us though this transaction. We look forward to working with them again in the future.”
- Vijay Vaghela, Chief Operating Officer


Admission: Catena Group Plc (AIM)

Catena Group Plc completes the reverse takeover of Insight Capital Partners.

Catena Group Plc (“Catena”) announced its successful acquisition of Insight Capital Partners (“Insight”), placing of £6.1 million and readmission to trading on AIM.

Insight is an artificial intelligence company that combines quantitative research, data engineering and machine learning to deliver bespoke analytical tools to financial services clients. This allows them to extract data from outdated platforms and improve the accessibility and knowledge locked within.

Catena’s acquisition of Insight is a first step to a broader strategy to capitalise on growth opportunities in AI and machine learning. It represents the beginning of a new and exciting chapter for the company

Crowe acted as reporting accountant on the transaction, with Corporate Finance Partner Mitesh Patelia leading the Capital Markets team, supported by Ed Beddows and Chris Archer.

"The Capital Markets team at Crowe were extremely professional and efficient throughout the transaction. This deal marks an important step in our growth strategy and we are impressed by Crowe’s ability to support our growth aspirations."
- Matthew Farnum-Schneider, Executive Chairman, Catena

Admission: Roquefort Investments plc (Main Market)

Roquefort Investments plc placing and admission to the Main Market of the London Stock Exchange.

Roquefort Investments announces its successful placing of £1.0 million and admission to trading on the Standard Segment of the Main Market in the London Stock Exchange.

Roquefort Investments was incorporated on 17 August 2020, it was established to acquire businesses focused on early stage opportunities in the medical biotechnology sector. This includes, but not limited to, drug and vaccine development, diagnostics, immuno-therapy and cell and gene therapies.

The investment company is opportunity focused rather than geographically. Any potential acquisition opportunities will not be limited by jurisdiction or geography.

Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by James Richardson.

“For our admission to the Standard List, we were looking for an experienced Reporting Accountant to support and guide us through the admission process. The service they provided was very efficient and I would certainly recommend them to other companies looking to admit to the Standard List in London.”
- Stephen West, Executive Chairman

Admission: Samark and Global plc (AQSE)

Samarkand Global plc placing, subscription and admission to the AQSE Growth Market

Samarkand Global has announced its successful fundraising of £17.0 million (by way of a £11.9 million placing and £5.1 million subscription) and admission to trading on the AQSE Growth Market.

The oversubscribed fundraising was scaled up from £10m to satisfy strong demand from institutional and private investors.

Samarkand Global, headquartered in London, UK, was established to enable third‐party consumer brands to access Chinese consumers through cross‐border eCommerce. The incumbent model for Western brands to enter this market has been through wholesale distribution relationships which can lead to lack of control and margin sacrifice for brands. The Samarkand Group has developed a proprietary software platform – the Nomad platform – which is integrated with Chinese eCommerce and social media platforms, as well as payment, logistics and customs systems to provide a direct‐to‐consumer alternative.

Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by James Richardson.

“We were looking for an experienced Reporting Accountant and Auditor to help us through the admission process to the AQSE Growth Market and we were very pleased with the support that they provided during the process. We would certainly recommend them to other companies looking to IPO in London.”     
David Hampstead, Chief Executive Officer

“We were delighted to work with David and the team at Samarkand to help them with their fundraising and admission to the AQSE Growth Market. The group’s technology and business model is very innovative and we look forward to working with the company on its growth journey.”
Paul Blythe, Partner

Admission: TEAM plc (AIM)

TEAM plc - Successful placing of £7.5m and admission to trading on AIM

TEAM plc wholly owns Theta Enhanced Asset Management Limited, trading as TEAM Asset Management (“TEAM Jersey”) (together, the “Group”). TEAM Jersey is a Jersey based specialist, investment-led active fund manager currently providing discretionary and advisory portfolio management services to private clients, trusts and charities.

The Group intends to target both professional and retail clients through its key discretionary and advisory investment management services. The Directors intend, through both organic growth and a buy-and-build strategy, for the Group to become an internationally recognised wealth and asset management group, driven by an investment process seeking to offer clients positive risk-adjusted returns over the long-term.

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia and George Lawford.

“Crowe’s AIM expertise enabled us to meet tight deadlines for a successful listing. We were very impressed with Crowe’s ability to support us in our growth phase with our admission to trading on AIM”.
Mark Clubb, Chief Executive Officer, TEAM plc

Admission: 4basebio UK Societas (AIM) 

4basebio UK Societas has announced its successful admission to trading on AIM

4basebio UK Societas (“4bb”) is a specialist life sciences company focused on supplying therapeutic DNA for gene therapies and DNA vaccines and also for providing solutions for effective and safe delivery of these DNA based products to patients.

The principal objective of 4bb is to validate and scale its DNA synthesis process with a view to manufacturing GMP grade DNA, suitable for use in gene therapies and DNA vaccines. 4bb intends to collaborate with partners to facilitate the functional validation of its DNA based products and gene delivery solutions and, in doing so, aspires to develop a pipeline of promising gene therapy candidates.

Crowe acted as reporting accountant on the transaction, with Corporate Finance Partner Mitesh Patelia leading the Capital Markets team, supported by Chris Archer and Ed Beddows.

"The Capital Markets team at Crowe were extremely professional and efficient throughout the transaction. We would certainly recommend them to other life science companies looking to list in London."
- Heikki Lanckriet, Chief Executive Officer, 4basebio UK Societas 

Admission: Cornish Metals Inc. (AIM)

Cornish Metals Inc. placing and admission to AIM

Cornish Metals has announced its successful fundraising of £8.2 million (by way of a £8.0 million placing and £0.2 million subscription) and admission to trading on AIM.

Cornish Metals is a mineral exploration and development company focused on its mineral projects in Cornwall, United Kingdom. The proceeds of the fundraising will be used to conduct a drill programme at its United Downs copper-tin project. Cornish Metals expects to commence the drilling programme at United Downs in late March or early April 2021.

Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team.

"The mining team at Crowe provided timely and pro-active advice to our team throughout the AIM admission process. We highly recommend them to other junior miners looking to IPO in London."
- Richard Williams, Chief Executive Officer

Acquisition: Learning Technologies Group plc (AIM)

Acquisition: Learning Technologies Group plc (AIM)

Learning Technologies Group plc (“LTG”), the provider of services and technologies for digital learning and talent management, has agreed to acquire Reflektive Inc ("Reflektive"), a leading performance management software provider, for a cash consideration of $14.2 million.

Reflektive is headquartered in San Francisco and specialises in engagement and analytics tools. Reflektive offers a collaborative goal-setting, continuous feedback and analytics platform which is used by organisations ranging from SMEs to large corporate entities, providing them with measurable results for boosting productivity, engagement, and retention. Reflektive’s platform will be integrated with LTG’s existing talent management portfolio, providing opportunities for upsell-led growth.

Crowe acted as the financial and tax due diligence advisors to the transaction. Our transaction services team was led by Mitesh Patelia and supported by James Richardson and James Leyton.

“We were once again very impressed with the team at Crowe and their ability to support our growth aspirations globally. Mitesh and his team were able to deliver to a tight deadline and provide proactive and commercial advice, which enabled us to execute the transaction successfully.”
Jonathan Satchell, CEO, Learning Technologies Group plc

Reverse Takeover: DP Poland plc (AIM)

DP Poland plc (“DP Poland”) has successfully completed the acquisition of Dominium S.A. ("Dominium") (together, forming the “Enlarged Group”) by way of reverse takeover, placing and re-admission to AIM.

DP Poland announced on 6 August 2020 that it had made an application to the Polish Competition Authority to acquire the entire issued (and to be issued) share capital of Dominium (the “Acquisition”). Dominium is a chain of Polish pizza restaurants, catering to both the dine-in and takeaway markets, with restaurants located across towns and cities in Poland, including Warsaw and Krakow.

The acquisition was satisfied by the issue of 283,766,661 new shares in DP Poland and an unsecured loan note of €1.3 million (approximately £1.2 million) to Malaccan Holdings Limited; the ultimate equity holder of Dominium. Additionally, the outstanding debt due from Dominium to Malaccan Holdings Limited was converted into a further unsecured loan note of €6.2 million (approximately £5.6 million).

In addition to the acquisition, DP Poland completed a placing of 19,965,361 new shares, with a subscription of 23,784,639 new shares taking place, at an issue price of 8 pence per ordinary share, raising approximately £3.5 million (before expenses). Additionally, 21,824,204 sale shares have been placed at the Issue Price. The proceeds of the placing will be used to support the growth of the Enlarged Group.

Crowe acted as reporting accountant on the transaction, with corporate finance partner, Paul Blythe leading the capital markets team, supported by James Richardson.

Acquisition: Learning Technologies Group plc (AIM)

Learning Technologies Group plc completes the acquisition of eThink Education LLC

Learning Technologies Group plc, the provider of services and technologies for digital learning and talent management, has acquired eThink Education LLC ('eThink'), a leading provider of Moodle-based learning management systems (LMS), for an initial cash consideration of $20.0 million (c.£14.8 million). Further performance payments capped at $16.0 million (c.£11.9 million) are payable in cash, based on revenue growth targets.

eThink is renowned in the industry for outstanding customer service and high-quality professional services and has market strength in North America, building out a greater global footprint between Open LMS, eThink and Australia-based eCreators.

Crowe acted as the financial and tax due diligence advisors on the transaction. Our transaction services team was led by Mitesh PateliaChris Archer and Ed Beddows.

“We have again been very impressed with the team at Crowe and their ability to support our growth aspirations globally with the acquisition of eThink – they also supported us on the acquisition of Open LMS business in April 2020 and eCreators in September 2020 and marks a further step in LTG's strategic goal of consolidating the Moodle market, building further complementary expertise and geographical reach into Open LMS.”
- Jonathan Satchell, Chief Executive Officer, Learning Technologies Group plc

Reverse Takeover: Auctus Growth plc (Main Market)

Reverse Takeover: Auctus Growth plc (Main Market)

Auctus Growth plc (“Auctus”) has successfully completed the acquisition of HeiQ Materials AG and its subsidiaries (together, “HeiQ”) by way of a reverse takeover, placing and re-admission to the standard segment of the Main Market of the London Stock Exchange.

Auctus announced on 12 November 2020 that it had conditionally agreed to acquire the entire issued share capital of HeiQ for total consideration of £119,571,088, to be satisfied by the issue of new shares at £1.12 per ordinary share.

HeiQ creates innovative technologies that add functionality, comfort, hygiene and sustainability to existing apparel, home textiles, technical textiles, medical textiles and devices and functional consumer products. HeiQ’s technology has been incorporated into over 300 of the world’s functional lifestyle brands across the apparel, medical and home textile markets.

The acquisition constitutes a reverse takeover under the Listing Rules as it will result in a fundamental change in the business and management of the Auctus. In addition to the acquisition of HeiQ, Auctus completed a £20,000,000 placing and subscription in order to support the growth of the enlarged group.

Crowe acted as reporting accountant on the transaction, with corporate finance partner, Paul Blythe leading the capital markets team, supported by James Leyton and Will Smith.

"The team at Crowe provided timely and proactive advice throughout the transaction. The timetable was challenging and we needed an experienced Reporting Accountant to support us to ensure we reached a successful conclusion."
- Xaver Hangartner, Chief Financial Officer, HeiQ

Admission: Verici Dxplc (AIM)

Verici Dx plc (“Verici”) has announced its successful raise of £14.5 million (by way of a £12 million placing, £2.1 million subscription and £0.4 million restricted offer) and admission to trading on AIM.

Verici is an immuno-diagnostics development company, initially focussed on the kidney transplantation market. Verici develops tests to understand how a patient is likely and may be responding to kidney transplant. There are two leading products for clinical validation and commercialisation:  

  • Clarava™, which is a pre-transplant prognosis for the risk of early acute rejection
  • Tuteva™, a post-transplant diagnostic focused upon acute cellular rejection, including sub-clinical rejection not being diagnosed through the current standard of care of rising serum creatine levels. 

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh PateliaGeorge Lawford and James Leyton.

“We valued the assistance of the Capital Markets Team at Crowe in helping us with our successful IPO. They were a pleasure to work with and we appreciated their professional and efficient approach.”
-  
Sara Barrington, Chief Executive Officer, Verici Dx plc

Acquisition: Strix Group plc (AIM)

Strix Group Plc, the AIM quoted global leader in the design, manufacture and supply of kettle safety controls, has entered into a conditional agreement to acquire LAICA S.p.A (“LAICA”). The proposed acquisition is subject to regulatory approval.

LAICA is based in Vicenza, Italy and has been operating for over 40 years. The business has developed from a small domestic appliances business (predominately kitchen scales in the earlier years) in Italy, into an internationally renowned water treatment and small appliances group.

The acquisition will expand Strix's water category, enhance its presence in the health and wellness market and provide some consolidation of the water treatment range, driving efficiencies and providing a comprehensive portfolio of products for the enlarged group.

Initial consideration at completion of approximately €19.6 million, comprising approximately €11.6 million in cash and €8.0 million in Strix ordinary shares, with up to a further €12.0 million payable in cash subject to certain conditions being met.

Crowe acted as the financial and tax due diligence advisors on the transaction. Our transaction services team was led by Mitesh Patelia, Peter Varley and James Richardson.

“The team at Crowe was an integral part of the successful acquisition of LAICA and diligently managing the complexities of their operations in Italy, Spain, Taiwan and China. The team delivered efficient and proactive support, advice and commitment throughout the transaction. These deals mark another important step in Strix’s global strategy - and we are impressed with Crowe’s ability to support our growth aspirations globally.”
Mark Bartlett, Chief Executive Officer, Strix Group plc
Acquisition: Learning Technologies Group plc (AIM) 

Learning Technologies Group plc (LTG), a global leader in the high-growth workplace learning and talent industry, has entered into an agreement to acquire E-Creators Pty Ltd (eCreators). The proposed acquisition is subject to regulatory approval and is expected to complete before the end of October 2020.

eCreators, established in 2007, is a content development and SaaS business that focuses on online education and all forms of learning technology. The business is based in Melbourne, Victoria and is Australia’s largest regional Moodle provider. eCreators aims to produce measurable learning outcomes structured around clients achieving organisational goals, through building educational technology platforms that are easy to use for learners and content that is easily absorbed.

The business will be integrated into LTG’s market-leading Moodle business, Open LMS. The addition enhances LTG’s position within the Australian market, adding significant corporate and further education clients.

Cash consideration at completion will be A$5.5 million (c.£3.1 million). Further performance payments, capped at A$6.5 million (c.£3.7 million) are payable in cash based on future growth targets.

Crowe acted as the financial and tax due diligence advisors on the transaction. Our transaction services team was led by Mitesh Patelia and George Lawford.

“Crowe delivered efficient and proactive support in a very timely manner during the eCreators transaction. We have been impressed with Crowe's ability to support our aspirations globally, having also supported us with the acquisition of Open LMS."
Jonathan Satchell, Chief Executive Officer, Learning Technologies Group plc

Admission: Elixirr International Plc (AIM)

Elixirr International Plc - £25 million placing and admission to AIM.

Elixirr International Plc (“Elixirr”) announced its successful placing of £25 million, including a secondary placing of £5 million, and admission to trading on AIM.

Elixirr is an established global award-winning management consultancy business, challenging the larger consultancies by delivering innovative and bespoke solutions to a repeat, globally-recognised client base. Elixirr, which was founded in 2009, offers a wide range of expertise and capabilities, including defining strategy and driving business improvement with the aim of solving the challenges experienced by its clients.
 
Elixirr has worked with over 150 clients across 25 countries spanning Europe, North America, Africa, Asia and Australia, with offices in the UK and permanent presence (and employees) in the US and South Africa.

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia, George Lawford and James Leyton.

“Crowe’s expertise and proactive support enabled us to meet tight deadlines for a successful listing. We were very impressed with Crowe’s ability to support us in our growth phase with our admission to trading on AIM."
- Stephen Newton, Chief Executive Officer, Elixirr International Plc

Reverse takeover: Contango Holdings plc (Main Market)

Contango Holdings plc (“Contango”) – acquisition of 70% of Monaf Investments (Private) Limited (“Monaf”), placing and re-admission to the standard segment of the Main Market of the London Stock Exchange.

On 22 December 2017, Contango announced it had signed a memorandum of understanding and entered into an exclusivity period with regards to the possible acquisition of Monaf, which holds a potential asset in Zimbabwe, the Lubu Coalfield. 

Contango today announced its readmission to trading on the Standard Segment following completion of the £6.8 million acquisition and gross placing of £1.4 million. The objective of the Company will be to prepare the site for mining operations and commence production of coking and thermal coals from the open pit in Block B2 of the Lubu Coalfield.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by Will Smith.

“We were aware of Crowe’s extensive mining and capital markets experience when we were appointing our advisors for the transaction. Having worked with the team, we would certainly recommend them to other mining companies."
- Oliver Stansfield, Non-Executive Director, Contango Holdings plc

 

Admission: Diversified Gas & Oil PLC (Main Market)

Diversified Gas & Oil PLC (“Diversified Gas & Oil”) – introduction to the premium listing segment of the Official List and admission to trading on the main market of the London Stock Exchange.

Diversified Gas & Oil is an independent owner and operator of producing natural gas and oil wells concentrated in the Appalachian Basin, the oldest hydrocarbon producing region within the United States. The group’s operations are located throughout the neighbouring states of Tennessee, Kentucky, Virginia, West Virginia, Ohio, and Pennsylvania. Since 2017, Diversified Gas & Oil has carried out 11 asset and business acquisitions for a combined purchase consideration of approximately $1.5 billion. For the three months ended 31 March 2020, Diversified Gas & Oil’s total net daily production was 94,011 boepd from 59,818 wells.

Leading national audit, tax and advisory firm Crowe 1) acted as reporting accountant on the transaction with respect to the historical financial information of Alliance Petroleum Corporation and 2) supported Diversified Gas & Oil’s in-house finance team to prepare and deliver the wider transaction documentation. Corporate finance partner Paul Blythe led the capital markets team, supported by Will Smith.

"We have been working with the team from Crowe since our admission to AIM in February 2017 and were very pleased to once again have them support us with our move from AIM to the Official List."
- Eric Williams, Executive Vice President & Chief Financial Officer, Diversified Gas & Oil PLC

Reverse takeover: Blencowe Resources plc (Main Market)

Blencowe Resources plc (“Blencowe”) – acquisition of Consolidated African Resources (Uganda) Limited (“CARU”), placing, subscription and re-admission to the standard segment of the Main Market of the London Stock Exchange.

Blencowe was formed as a natural resources sector focused special purpose acquisition company to undertake an acquisition of a target company or business and was admitted to the Standard Segment on 18 April 2019. On 28 October 2019, Blencowe entered into a conditional share purchase agreement for 100% of the issued share capital of CARU, the holder of the Orom graphite project in northern Uganda. On 28 April 2020, Blencowe announced the completion of the acquisition, together with a £1,500,000 placing, a £500,000 subscription and the re-admission of its shares to trading on the London Stock Exchange’s Main Market for listed securities.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by Will Smith.

“In order to acquire a mining asset in central Africa, we needed the support of an experienced mining team with the ability to support us locally in Uganda. Crowe were an ideal fit for us and were very supportive during the process."
- Sam Quinn, Non-Executive Director, Blencowe Resources plc

Prospectus issuance: Iconic Labs plc (Main Market)

Iconic Labs (LSE: ICON) is focussed on providing online marketing, content and technology driven products. On 25 March 2020, Iconic Labs issued a prospectus in relation to its new financing agreement with European High Growth Opportunities Securitization Fund, the terms of which include a minimum facility of £2,000,000 and a maximum facility of £5,000,000

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, supported by George Lawford and James Leyton.

“We were very pleased to have Crowe work with us on our financing transaction as we needed a responsive, experienced team to work alongside our wider adviser group. We were not disappointed."
John Quinlan, Chief Executive Officer and Interim Chairman, Iconic Labs plc

Acquisition: Learning Technologies Group plc (AIM)

Learning Technologies Group plc (“LTG”), the provider of services and technologies for digital learning and talent management has entered into an agreement to acquire all intellectual property and assets relating to Blackboard’s Open LMS platform for $31.7 million (subject to customary price adjustments). Open LMS will be acquired by way of a combined asset carve-out and entity acquisition from Blackboard.

Open LMS offers significant synergies across the LTG’s portfolio of businesses, enhancing LTG’s current offering of learning platforms and meeting the needs of existing clients seeking open-source solutions. LTG will commit dedicated resources to Open LMS as a unique operation, encouraging organic and synergistic growth.

Crowe acted as the financial and tax due diligence advisors to the transaction. Our transaction services team was led by Mitesh Patelia and supported by Chris Archer.

“Crowe was an integral part of the successful acquisition and delivered efficient and proactive support, advice and commitment during the transactions. We continue to be impressed with Crowe’s ability to support our growth aspirations globally.”
- Jonathan Satchell, Chief Executive, Learning Technologies Group plc

Admission: Mining, Minerals & Metals plc (Main Market)

Mining, Minerals & Metals plc ("MMM") has been formed to undertake an acquisition of one or more businesses (either shares or assets) that has operations focused on the natural resources sector. Crowe has advised MMM on the admission to the standard segment of the Main Market of the London Stock Exchange. Following admission, MMM will have net cash resources of approximately £515,000 to be used to seek opportunities in the mining and oil and gas segments of the natural resources sector.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team.

“Given our chosen sector focus, we wanted to work with a reporting accountant with significant experience in the mining and Oil & Gas sector. Crowe were an ideal fit for us and were very supportive during our admission process."
Matthew Bonner, Non-Executive Chairman, Mining, Minerals & Metals plc

Acquisition: Toople Plc (Main Market)

Toople Plc, a telecoms services provider primarily targeted at the UK SME market, has acquired DMS Holding, a holding company for Direct Marketing Services Limited ("DMSL") which provides broadband connectivity, mobile and fixed voice and cloud services in the UK.
 
The consideration for the acquisition is £1.56 million, subject to a post completion adjustment. Crowe acted as reporting accountant to the transaction, with our Capital Markets team led by Mitesh Patelia.

“We were very happy with the Capital Markets team at Crowe on this transformational acquisition for Toople. They provided efficient advice and we would be happy to recommend them to other companies requiring reporting accountant services on London's public markets."
- Andy Hollingworth, CEO, Toople Plc

Acquisition: CentralNic Group Plc (AIM)
CentralNic Group PLC, one of the world’s pioneering domain name services providers has announced the completion of three acquisitions, TPP Wholesale, Hexonet Group and Ideegeo Group.

TPP Wholesale is a carve out of certain trade and assets from ARQ Group Limited, a company listed on the Australian Securities Exchange. The business is the leading platform for resellers of domain names and hosting in Australasia, with around 14,000 reseller customers and 840,000 domains under management. The consideration for the acquisition was $24 million AUD. 

Hexonet Group, with operations in Canada and Germany, sells domain name subscriptions directly and via more than a thousand resellers in over 110 countries, managing over 3.8 million domains on its proprietary software platforms. The acquisition increases CentralNic's domains under management by c.28%. CentralNic has acquired the shares on completion for €7 million, with a further deferred payment of up to €3 million.

Ideegeo, a privately owned domain name retailer based in New Zealand, is the operator of the retail website iwantmyname.com - a leading innovator in the application of User Centered Design to the retailing of domain names with 180,000 domains under management. CentralNic has acquired the business for $5.2 million NZD.

The three acquisitions are the next step in CentralNic's strategy of consolidating the global domain name industry.

Leading national audit, tax and advisory firm, Crowe UK, acted as the financial due diligence advisors on all three transactions, with corporate finance partner Mitesh Patelia leading the transaction services team alongside James Swan, assisted by George Lawford and Will Smith.

The team at Crowe was an integral part of the successful acquisitions of TPP Wholesale, Hexonet and Ideegeo. The three transactions all had their separate complexities, whilst occurring  concurrently, and the team led by Mitesh and James delivered efficient and proactive support, advice and commitment during the transactions. These deals mark another important step in CentralNic’s global strategy. We continue to be impressed with Crowe’s ability to support our growth aspirations globally.”
- Don Baladasan, Managing Director, CentralNic Group 

Admission: Entertainment AI Plc (AIM)  

Entertainment AI Plc ("EAI") announced its successful acquisition of GTChannel, Inc. (GTC) and Tagasauris, Inc. ("Tag"), placing of £8.6 million and admission to trading on AIM.

EAI is a technology and media group, headquartered in Los Angeles, California. The group’s mission is to be a first mover in a video-first world or what is seen to be the coming Third Wave of TV following the broadcast and cable eras.

GTC creates its own video content, focused on automotive interests, and owns a Multi-Channel Network with approximately 10,000 content creator partners. 6.3 billion videos were viewed on GTC’s Multi-Channel Network in the six-month period ended 30 June 2019, amounting to $8.7 million gross advertising revenue.

Tag is an AI and machine-learning technology company that has historically served its technology to large media companies. Tag has a process for enriching videos and then serving video-based opportunities to audiences, such as GTC's, while they are watching videos.
 
Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia and George Lawford.

“This is the second AIM transaction that I have completed with the Crowe team and, once again, the Crowe capital markets team were an integral part of the transaction. Their expertise and proactive support enabled us to meet tight deadlines for a successful listing. We are impressed with Crowe’s ability to support US growth companies looking to list on AIM."
- Dr Patrick DeSouza, Non-Execuive Chairman, EAI

Admission: National World plc (Main Market) 

National World plc ("National World") has been formed to acquire companies in the news publishing and digital media sector and/or in associated complementary technologies. Crowe has advised National World on the £5 million placing and admission to the standard segment of the Main Market of the London Stock Exchange. Following admission, National World will seek to create a leading position in the UK news publishing and digital media sector by implementing a strategy of consolidation of audience reach, digital focus and modernisation.

Leading national audit, tax, advisory and risk firm Crowe acted as reporting accountant on the transaction, with corporate finance partner me Paul Blythe leading the capital markets team, assisted by Chris Archer.

For our admission to the Standard List, we wanted to work with an experienced reporting accountant who could support our wider advisory team in an efficient manner. We were very pleased with the work and support Crowe provided."
Vijay Vaghela, Chief Operating Officer, National World plc

Admission: BSF Enterprise Plc (Main Market)

BSF Enterprise Plc ("BSF") has been created to consider opportunities within the innovation marketing and technology sector. Crowe has advised BSF on the £767,000 placing and admission to the standard segment of the Main Market of the London Stock Exchange. The placing allows BSF to seek a target that focuses on trade innovation, data-driven analytics and technology to maximise sales and assist companies enter new markets.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by James Richardson.

"For our admission, we required a Reporting Accountant with relevant market and geographic experience. We were very pleased with the work performed by the Capital Markets Team at Crowe and we look forward to working with them as our business grows."
- Geoff Baker, Non-Executive Director, BSF Enterprise Plc

Admission: Fashion on Screen Plc (Direct Market) 

Fashion on Screen PLC ("FOS"), the London-based film production company, has completed a placing and the admission of its securities to trading on the Direct Market, operated by the Wiener Börse (Vienna).

FOS is a film production company which aims to produce prestigious, inspiring, commercial films for theatrical release to the global market. The FOS management team has significant film industry experience and has acquired rights to produce what it believes to be commercially desirable film and entertainment opportunities.

Leading national audit, tax and advisory firm, Crowe, acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by James Richardson.   

"I would like to thank Crowe for all their work on our listing on the Direct Market. This is a new market for everyone involved and the Crowe team were able to use their extensive capital markets’ experience to ensure our listing process ran smoothly.”                                                             Nevern Johns, Chief Executive Officer, Fashion on Screen PLC

Admission: Blencowe Resources plc (Main Market) 

Blencowe Resources Plc (“Blencowe”) - placing and admission to the standard segment of the Main Market of the London Stock Exchange

Blencowe Resources plc ("Blencowe") has been formed to acquire an exploration and/or production company in the natural resources sector in South East Asia, Africa, and the Middle East. The target acquisition will have a minimum net present value of £5 million up to £100 million. Crowe has advised Blencowe on the placing and admission to the standard segment of the Main Market of the London Stock Exchange.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by Chris Archer.

"Blencowe is on the start of its journey and we appreciated the guidance and support offered by the Capital Markets Team at Crowe. We look forward to working with them going forward as we continue our journey."
- Sam Quinn, Non-Executive Director, Blencowe Resources plc

Admission: Bermele Plc (Main Market)

Bermele Plc ("Bermele") has been formed to acquire companies in the pharmaceutical and biotechnology sector. Crowe has advised Bermele, on the £1million placing and admission to the standard segment of the Main Market of the London Stock Exchange. The placing allows Bermele to acquire target companies with realisable or developed commercial technologies in the pharmaceutical and biotechnology sector.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by James Richardson.   

“We were very pleased with the work performed by the Capital Markets Team at Crowe who were able to guide us though this transaction. We look forward to working with them again in the future."
- Jamie Bligh, Head of Development, Bermele Plc

Acquisition: Likewise Group Plc (TISE)

Likewise Group Plc (Likewise), a UK distributor of domestic and commercial floorcoverings and matting, has today announced its successful acquisition of Heatseam Limited (Heatseam) and its re-admission to TISE, raising a total of £7.5 million.

Heatseam is a wholesale supplier of flooring to the English and Scottish markets, primarily focused on independent retailers in the residential sector. The acquisition of Heatseam provides Likewise scale and a distribution infrastructure to develop its floorcovering business in both the residential and commercial markets throughout England and Scotland.

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia and supported by James Swan and James Richardson.

"Once again, the Crowe team provided invaluable advice and support which provided a smooth journey through the acquisition and subsequent re-admission."
- Tony Brewer, CEO, Likewise Group Plc

Acquisition: Learning Technologies Group plc (AIM)

Learning Technologies Group plc ("LTG"), the integrated digital learning and talent management services and technologies provider, announced that it has completed the acquisition of Breezy HR Inc. (Breezy) for an initial cash consideration of $12 million (£9.2 million).

Breezy is a fast-growing talent acquisition software business, providing small to medium sized businesses with an intuitive and user-friendly recruitment software to optimise their recruitment processes and maximise productivity. Breezy will become part of LTG’s Software & Platforms division. Since its founding in 2014, Breezy's software has managed the recruitment of 15 million candidates across 10,000 companies in 72 countries. The transaction builds on LTG's acquisition of PeopleFluent in 2018, which introduced a transformational talent management capability to LTG. LTG expect to leverage Breezy's software suite to support new feature releases to PeopleFluent's Talent Acquisition enterprise customers.

The acquisition will support LTG's strategic goal to achieve run-rate EBIT of at least £55 million by the end of 2021.

Crowe acted as the financial and tax due diligence advisors to the transaction. Crowe has now supported LTG on eight acquisitions since its IPO in 2013. Our transaction services team was led by Mitesh Patelia and supported by James Swan.

“We have again been very impressed with the team at Crowe and their ability to support our growth aspirations globally. Mitesh and his team have assisted us on multiple recent transactions, and the team continues to provide proactive and commercial advice, enabling us to execute the transactions efficiently.”
- Jonathan Satchell, CEO, Learning Technologies Group

Admission: Likewise Group Plc (TISE) 
Likewise Group Plc ("Likewise"), a UK distributor of domestic and commercial floorcoverings and matting, has today announced its successful listing to TISE, raising a total of £7 million.

Prior to listing, Likewise acquired William Armes Limited and the trade and assets of Bruce Starke & Co. Limited, both of which have been fully integrated into the group. Likewise intends to utilise the expertise and industry knowledge of the board of directors to deliver organic growth, operational leverage and further strategic acquisitions.

Leading national audit, tax, advisory and risk firm Crowe acted as reporting accountant to the transaction, with our capital markets team led by Mitesh Patelia and supported by James Swan and James Richardson.

"The Crowe team were an integral part of our listing process. Their expertise and proactive support enabled us to meet tight deadlines for a successful listing."
- Tony Brewer, CEO, Likewise Group Plc said: 

Admission: Bruce Pubs Plc (Aquis Stock Exchange) 

Bruce Pubs Plc ("Bruce" or the "Company") has announced its successful issue of up to £20 million sterling denominated secured 7.2% bonds due 2022.

Bruce owns and/or operates 19 bars in Scotland on a tenanted or managed basis. The majority of the bars are located in Edinburgh, with the remainder located in Bathgate, Falkland, Stirling, and Glenrothes. The bars vary from traditional Scottish pubs to late night clubs. The proceeds from the bonds will be utilised to acquire new properties, develop existing properties as well as provide excess working capital.

Leading national audit, tax, advisory and risk firm Crowe acted as reporting accountant to the transaction, with our capital markets team led by Paul Blythe and assisted by Will Smith.

"The issue of up to £20 million sterling bonds will provide Bruce with a tremendous opportunity to make strategic property acquisitions as well as develop already successful bars. Crowe provided support throughout the transaction to ensure it reached a successful conclusion and we would not hesitate to recommend them to other companies requiring reporting accountant services".

- Kevan Fullerton, Director, Bruce Pubs

Admission: Toople Plc (Main Market)

Toople Plc £2.2 million placing on the Standard List

Toople Plc provide a range of telecoms services, primarily targeted at the UK SME market. Services offered by the company include business broadband, fibre, EFM and ethernet data services, business mobile phones, cloud PBX and SIP trunking and traditional services, all of which are delivered and managed through the company’s proprietary software platform.

Crowe acted as reporting accountant to the transaction, with our Capital Markets team led by Mitesh Patelia and Will Smith.

“We were very happy with the Capital Markets team at Crowe. They provided efficient advice and we would be happy to recommend them to other companies requiring reporting accountant services on London's public markets."
- Andy Hollingworth, CEO, Toople Plc

Acquisition: CentralNic Group Plc (AIM)

CentralNic Group plc, has acquired the business assets of Delaware-based GlobeHosting Inc. a leading registrar and domain hosting provider in multiple markets including Romania and Brazil. The total consideration of €2.56 million comprises an initial consideration of €1.5 million, coupled with a deferred payment of €608k due on the first anniversary of completion and €450k due on the second anniversary of completion.

This transaction is CentralNic's third acquisition in nine months, as it continues its industry consolidation strategy, expanding into key markets that offer significant growth opportunities. CentralNic is a London-based AIM-listed internet platform company that derives revenue from the worldwide sales of internet domain names and associated web presence services. CentralNic operates globally with customers in over 200 countries.

GlobeHosting is a recurring revenue business operating as a registrar and retailer of domain names and SSL certificates, and a hosting provider servicing principally the Romanian and Brazilian markets.  Its businesses fit comfortably into CentralNic's Retail and Reseller divisions, two of the four key industry channels alongside Corporate and Registry, all of which are well-served by CentralNic following its August acquisition of KeyDrive S.A.

Crowe acted as financial due diligence advisors on the transaction. Our corporate finance team was led by Mitesh Patelia and supported by James Swan.

"Once again, the team at Crowe was an integral part of the successful acquisition of GlobeHosting. Mitesh and James delivered efficient and proactive support in a very timely manner during the Transaction. We have been impressed with Crowe's ability to support our aspirations globally, having also supported us recently with the transformational acquisition of KeyDrive."
- Ben Crawford, CEO, CentralNic

Acquisition: CentralNic Group Plc (AIM)

CentralNic Group Plc (AIM: "CNIC"), has announced that it has entered into a conditional agreement to acquire the entire share capital of KeyDrive S.A. and its subsidiaries for an initial enterprise value of $44.5 million, plus a performance based earn out of up to $10.5 million. The transaction represents a reverse takeover under the AIM rules and will be funded in part through a placing of £24 million.

CentralNic is a London-based AIM-listed internet platform company that derives revenue from the worldwide sales of internet domain names and associated web presence services. CentralNic operates globally with customers in over 200 countries.

KeyDrive is a global technology business that operates in the domain name services industry. KeyDrive develops and operates software platforms used for selling subscription-based tools for businesses to operate online, including domain names, hosting, email, domain portfolio management and online advertising services. In the year to 31 December 2017, KeyDrive generated revenues of $58 million and adjusted EBITDA of $5.9 million.

Crowe acted as reporting accountants on the transaction. Our Capital Markets team was led by Mitesh Patelia and supported by James Swan.

"The team at Crowe was an integral part of the successful transaction with KeyDrive. This was a complex and transformational transaction for CentralNic, and the team delivered efficient and proactive support, advice and commitment during the Transaction. We have been impressed with Crowe's ability to support our growth aspirations globally."
- Ben Crawford, CEO, CentralNic

Reverse takeover: Diversified Gas & Oil PLC (AIM) 

Diversified Gas & Oil PLC, operator of over 40,000 primarily conventional gas and oil producing wells across Ohio, Pennsylvania, West Virginia and northeast Tennessee, announced on 29 June 2018 that it had entered into a conditional sale and purchase agreement with EQT Corporation to acquire certain producing gas, NGL and oil assets (the "EQT Assets").

The EQT Assets are located in the states of Kentucky, West Virginia and Virginia and are comprised of approximately 11,250 producing wells. Daily net gas production from the EQT Assets is approximately 24,165 boepd, NGL production is 219 boepd and oil production is 7,649 bopd.

The EQT acquisition will nearly double DGO’s net gas production, to approximately 51,151 boepd. Overall, including gas, NGL and oil net production will increase from approximately 28,070 boepd to 60,103 boepd.
 
The agreed consideration for the EQT Assets is $575 million (subject to adjustment according to the terms of the acquisition agreement), to be satisfied in cash at completion following shareholder approval. The acquisition will be funded using gross proceeds of $250 million, from the placing of new ordinary shares to trading on AIM, and a new revolving debt facility of up-to $1 billion.

Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe who was supported by Tom Taylor and Will Smith.

"As with our recent Titan acquisition, we were very confident that the team at Crowe would be able to deliver their work to a tight deadline and enable us to conclude this reverse acquisition within the timetable. We were not disappointed.
- Brad Gray, Chief Financial Officer, Diversified Gas & Oil PLC

Admission: The Barkby Group Plc (Aquis Stock Exchange)

The Barkby Group Plc ("Barkby") has announced that it has completed its acquisition of three gastropubs and 38 hotel rooms from a boutique hospitality group in Gloucestershire and admission to the NEX Exchange Growth Market.

The boutique hospitality group acquired the lease for their first gastropub, The Five Alls, in August 2012 before buying the freehold of The Plough in March 2015. The tenancy lease for The Bull Hotel was entered into in August 2016 and, following a major refurbishment, reopened for trading in July 2017.

Crowe acted as reporting accountants on the transaction. Our Capital Markets team was led by Mitesh Patelia and supported by George Lawford and Will Smith.

"We were extremely happy with the work and support from the Capital Markets Team at Crowe. We have worked with the team on previous transactions and would have no hesitation in recommending them to companies seeking to access the UK stock markets."
- Giles Clarke, Chairman, The Barkby Group Plc

Acquisition: Learning Technologies Group plc (AIM)

Learning Technologies Group plc ("LTG"), the integrated e-learning services and technologies provider, today announced that it has completed the acquisition of PeopleFluent Holdings Corp. (PeopleFluent) for a cash consideration of $150 million (£107 million). The acquisition was funded by a placing which raised £85 million and up to c.£35 million in incremental debt financing.

PeopleFluent is a leading independent provider of cloud based integrated recruiting, talent management, and compensation management solutions in the United States. PeopleFluent generated over $100 million of revenue in 2017, providing solutions to 2,200 customers (including 50% of the Fortune 100 companies in the US), with a high recurring revenue base. LTG believes that PeopleFluent provides a compelling strategic fit to its existing platforms and will generate numerous operational and financial benefits.

Crowe acted as the financial and tax due diligence advisors to the transaction. Our transaction services team was led by Mitesh Patelia and supported by James Swan and Yaroslav Magnus-Hamblett.

"We have been very impressed with the team at Crowe and are especially impressed with their ability to support our growth aspirations globally - the team provided proactive and commercial advice and enabled us to execute the transaction efficiently."
- Jonathan Satchell, CEO, Learning Technologies Group

Reverse takeover: Emmerson Plc (Main Market)

Crowe has advised Emmerson Plc ("Emmerson") on its acquisition of Moroccan Salts Limited ('MSL'), £6 million placing and re-admission to the Standard List of the Main Market of the London Stock Exchange on 4 June 2018.

MSL is the beneficial owner of 100% of the Khemisset Potash Project ('Khemisset') located in northern Morocco. Khemisset is a development stage potash project with a significant inferred JORC resource. Khemisset comprises one mining licence and 39 research permits in the Rabat/Sale/Zemmour region of Morocco, which are held by MSL's Moroccan incorporated subsidiaries, MSL Minerals SARL and Mine de Centre SARL.

Crowe acted as reporting accountant on the transaction, with Corporate Finance Partner Paul Blythe leading the Capital Markets team, assisted by George Lawford.

"We were extremely happy with the work performed by the Capital Markets Team at Crowe. We have worked with the team on previous transactions and would have no hesitation in recommending them."
- Ed McDermott, Director, Emmerson plc

Admission: Polarean Imaging Plc (AIM)

Polarean Imaging Plc is a medical drug-device combination company operating in the high resolution medical imaging market which develops equipment that enables existing MRI systems to achieve an improved level of pulmonary functional imaging.

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Stephen Bullock and Mitesh Patelia.

"The Capital Markets team at Crowe were extremely professional and efficient throughout the transaction. We would certainly recommend them to other companies looking to list in London."
- Richard Hullihen, CEO, Polarean Imaging Plc

Admission: VI Mining (Aquis Stock Exchange)

VI Mining Plc has raised £5.4 million from a placing of 106,950,731 ordinary shares on admission to trading on the NEX Exchange Growth Market. The Company is the parent of an emerging gold and silver mining business focused on the operation and development of two high quality gold mining assets.

In February 2018, the Company entered into an agreement to acquire the Minaspampa Project and the Rosario Project for an aggregate consideration of $51.3 million payable in cash and £10 million to be satisfied by the issue of Shares at the Placing Price on Admission. The two projects are located in the La Libertad region in the north west of Peru. This area has been explored and exploited since the seventeenth century and is home to some of Peru’s most significant gold and silver mines, operated by some of the world's largest mining companies. The geographical region is known as the Batholite of the Coast and hosts hundreds of gold deposits, with very similar geological characteristics.

The Minaspampa Project is comprised of 3,500 Has. The project already has the necessary mine infrastructure and processing plant built, as well as having the majority of permits and licences in place.

The Board believes that the Minaspampa project has been inefficiently explored and mined and that there is significant geological and metallurgical upside potential, which it believes the Company is well positioned to exploit considering the resources and expertise available. The Company will spend approximately six to nine months carrying out exploration, rebuilding the plant and new mining plans and obtaining relevant licenses before re-starting production.

The Rosario Project is comprised of a former working silver/gold open pit, heap leach operation with a Merrill Crowe plant and a 13,000 Has concession. The project was temporarily suspended in December 2013 after five years of operation, and has been in care and maintenance since.

Under Peruvian law, mining operations may be temporarily suspended for a maximum of three consecutive years before they are considered to be fully suspended. Accordingly, the Company must re-apply to the Ministry of Energy and Mines to re-commence mining activities.

The Company’s intention is that the Rosario Project will come out of care and maintenance within the 12-month period following Admission.

Crowe acted as reporting accountant to the transaction, with our capital markets team led by Robin Stevens and Yaroslav Magnus-Hamblett.

"Our admission to the NEX Growth Market represents a significant transition for the Company. Throughout the process we required the services of experienced and committed advisors used to dealing with the requirements of emerging international groups and we were delighted with the level of pro-active service provided. We would recommend the Crowe team to other companies looking to join NEX Exchange Growth Market."
- David Sumner, Chief Executive Officer, VI Mining Plc

Re-domicile: Bacanora Lithium Ltd (AIM)

Bacanora Minerals Ltd (AIM: "BCN"), the London and Canadian-listed lithium company, has recently announced that it intends to re-commence the process of changing the domicile of jurisdiction from Canada to the UK (the Re-domicile).

Given the geographic spread of the Bacanora’s production, development and exploration licences, the Board believes that a UK domiciled company would be more appropriate operationally and from an investor standpoint for the reasons set out below:

  • Bacanora intends to move its headquarters and senior management to the UK, so that it can be closer to where the majority of its shareholders reside and where its potential debt providers are located
  • Bacanora is one of the very few, and the most advanced, of the pure-lithium investment opportunities on AIM and therefore achieves a higher investor profile through its listing in the UK. Whereas in Canada, there are a large number of listed lithium companies all vying for a limited pool of equity capital
  • since listing on AIM in 2014, Bacanora has been successful in raising funding from the UK capital markets. Bacanora now intends to raise a significant amount of new debt and equity financing to fund its growth as an international lithium company with new projects in Mexico and Germany and believes that a UK domiciled company with its primary listing on AIM is the best way to achieve this
  • the Board believes that the Canadian shareholder base may continue to decrease and as a result having a single listing on AIM would allow Bacanora Canada to be more cost efficient without material downside
  • Bacanora currently have less liquidity on the TSX-V compared to AIM. The liquidity of Bacanora has increased significantly since it dual listed for trading on AIM

Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe who was supported by James Richardson.

"To affect the planned re-domicile, we needed an international advisor team that was capable of working together to the agreed timetable. Crowe were certainly able to fulfil their role within this team efficiently and to budget."
- Cherif Rifaat, Company Secretary

Acquisition: Diversified Gas & Oil PLC (AIM)

Diversified Gas & Oil PLC raises US$ 189 million to fund two acquisitions.

Diversified Gas & Oil PLC (AIM: "DGOC"), a US-based gas and oil producer, has confirmed that following approval by Shareholders, 166,400,000 new ordinary shares have been issued and allotted, raising gross proceeds of US$189.0 million (£133.1 million).

As detailed in the announcement dated 31 January 2018, DGO has entered into a conditional sale and purchase agreement to acquire Alliance Petroleum Corporation for total consideration of US$95.0 million (£66.9 million), to be satisfied in cash at closing. The acquisition is scheduled to be completed on 7 March 2018.

In addition, as announced on 9 February 2018, DGO has entered into a conditional sale and purchase agreement with CNX Gas Company LLC for the acquisition of certain oil and gas leaseholds, wells, working interests, licenses, related equipment and other assets for a total cash consideration of US$85.0 million (approximately £59.9 million), which will be payable in cash on completion. The Company anticipates that the transaction will complete on 30 March 2018.

On completion of the above two acquisitions, the Company anticipates that its total net working interest production will increase by 173% to approximately 28,133 boed, that its net working interest proved, developed and producing reserves will grow by 217% to 173.2 MMboe,  and that its annualised EBITDA will be approximately US$70-75 million.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant to the transaction. Our capital markets team was led by Paul Blythe.

"As with our recent placing and acquisition of the Titan assets, the team at Crowe were again able to provide effective support to allow us to complete our latest placing and proposed acquisitions."
- Rusty Hutson Jr, Chief Executive, Diversified Gas & Oil PLC

Admission: HRC World PLC (Nasdaq First North)

HRC World Plc has completed a successful Euro 1.5 million placing and admission to Nasdaq First North, Copenhagen. HRC World Plc is the UK holding company of the Group which holds a franchise to develop and operate more than 30 Hard Rock Cafes in China. The Group has signed a development agreement to build, develop and operate Hard Rock restaurants and RockShop merchandise outlets in Shanghai; Chengdu; Nanjing; Xiamen; Fuzhou; Chongqing; Hangzhou; Wuhan; Xi’an; Guilin and Suzhou.

In addition, the Group has a first right of refusal to develop a cafe in Shanghai Disneyland Park and to establish cafes in additional 20 cities across North and South China.

The Group has already successfully opened Hard Rock Cafes in Hangzhou and Shanghai and is in the process of establishing the Hard Rock Cafe in Chengdu.

Hard Rock Cafe Inc. is a chain of themed restaurants founded in London in 1971 by Isaac Tigrett and Peter Morton. In 1979, the original cafe began covering its walls with rock and roll memorabilia from artists such as Eric Clapton and Pete Townshend, a tradition which expanded to others in the chain. In 2007, Hard Rock was sold to the Seminole Tribe of Florida, and there are now around 190 Hard Rock locations in 60 countries.

Leading audit, tax and advisory firm Crowe acted as reporting accountants to the transaction, with our capital markets team led by Robin Stevens and Simon Keeling.

"Our admission to Nasdaq First North Copenhagen represents an important transition for the Group as its business continues is expansion. Throughout the process we required the services of an experienced firm used to dealing with the requirements of emerging international group and we were delighted with the level of pro-active service provided. We would have no hesitation in recommending the Crowe team to other companies looking to join the Nasdaq First North markets."
- Shailen Gajera, Group Executive Director

Reverse takeover: Echo Energy plc (AIM)

Echo Energy plc ("Echo"), the South and Central American focused upstream gas company, has today published and posted an admission document detailing the proposed farm-in to 50% interests in each of the Fraccion C, Fraccion D and Laguna De Los Capones concessions (the Concessions) and to a 50% interest in the Tapi Aike exploration permit (the Exploration Permit), each located in the Austral basin of Santa Cruz province, onshore in Argentina (the Transaction). The Concessions have existing gross production of a total of approximately 11.2 mmscfe/d (5.6 mmscfe/d net to Echo, pre-royalty) with, the Directors believe, potential to significantly increase current gross production across the Concessions to over 80 mmscfe/d over a five-year period. The acquisition is expected to provide Echo with a compelling blend of multi tcf exploration potential, appraisal and production. Completion of the acquisition is conditional on the passing of Resolution 1 at the General Meeting.

In addition, Echo has conditionally raised £6.4 million, before expenses (£4.7 million net of expenses relating to both the placing and the admission) through the placing of 36,391,412 placing Shares at 17.5 pence per Placing Share. This is equal to the closing mid-market price per Ordinary Share on 27 October 2017, being the last date prior to the Ordinary Shares being suspended from trading on AIM pending publication of the admission document.

Following admission, Echo intends to deploy its existing cash balances and net proceeds of the placing towards the development of the Concessions and Exploration Permit, and towards Echo’s working capital requirements.

Crowe acted as reporting accountant on the transaction. Our capital markets team was led by Paul Blythe, assisted by Chris Archer and James Richardson.

"The team at Crowe provided timely and pro-active advice throughout the transaction. The timetable was tight and we needed an experienced reporting accountant ensure we reached a successful conclusion."
- Fiona MacAulay, CEO, Echo Energy Plc

Reverse takeover: EQTEC plc (AIM)

Crowe has advised Ireland-based EQTEC plc on its acquisition of Eqtec Iberia SL ("Eqtec Iberia"), £1.6 million placing and re-admission to AIM on 28 December 2017.

The acquisition allows the refocusing of EQTEC's strategy into the Energy from Waste (EfW) market in the UK and Europe combining Eqtec Iberia's patented gasification technology along with a strong pipeline of projects and solid relationships with some of the global market leaders in the energy sector.

Leading national audit, tax and advisory firm Crowe acted as reporting accountant on the transaction, with corporate finance partner Paul Blythe leading the capital markets team, assisted by George Lawford.

The total consideration of the acquisition was £14 million, satisfied by the issue of ordinary shares in EQTEC.

"We were extremely happy with the work performed by the Capital Markets Team at Crowe. We needed the services of an experienced reporting accountant with relevant experience and would have no hesitation in recommending them."
- Gerry Madden, Finance Director, EQTEC plc