2015 AN EXCITING YEAR FOR JDC AND OUR CLIENTS · primary differentiators that set us apart from our...

2015AN EXCITING YEAR FOR JDC AND OUR CLIENTS

1Raising the bar

It has been a busy period at JDC with some interesting transactions completed this year, others currently in progress and another active year of corporate advisory and business growth projects. We have also made some further important senior team appointments.

For those of you less familiar with JDC, a little background on the firm. Since its formation in 2004, JDC Corporate Finance has grown to become East Anglia’s leading independent Corporate Finance and Advisory firm, with an established reputation as experts in our field, providing transaction and related business growth and tax planning advice to owner managed businesses.

Over the last two years, we have grown significantly, with eight new appointments, including two new directors (with a third due to join at the beginning of 2016) each of whom have left large national firms to be part of the JDC team. They share our drive and ambition to make JDC the adviser of choice for growing and enterprising businesses both within and beyond the East Anglian region.

The business model that we embrace is based around senior, experienced people delivering expert advice with a real passion and a refreshing absence of red tape.

We believe that this ‘boutique’ approach, our specialist skills and our desire to deliver an integrated service in a clear, concise, hands-on and cost effective manner are the primary differentiators that set us apart from our competition.

We actively encourage prospective clients to talk to our existing clients and contacts and to assess our credentials based on what we have done and not just what we say we can do.

In this review we have provided an introduction to our senior team and have summarised some of the exciting projects we have been involved in over the last year, which we hope you will find interesting.

We would be delighted to meet you and are confident that, given the chance, we could add real value to your business in 2016 and beyond.

Onwards and upwards!

Jon Dodge FCA CF

Another exciting year for JDC and our clients

www.jdccorporatefinance.co.uk

Raising the bar

www.jdccorporatefinance.co.uk2 3Raising the bar

The senior team

JON DODGE FCA CF MEWI

CHRIS ADLAM FCCA

JANET PARKER MBA

Jon formed JDC in 2004. He has acted as lead adviser on over 100 sale and purchase transactions, has structured many minority shareholder exits and is a key adviser to many business owners.

He is also widely acknowledged as a leading expert in share and business valuation.

Chris has over 19 years’ experience in advising and managing businesses through all stages of the corporate cycle. He is JDC’s Director of Business Growth Services.

Chris has completed countless independent business reviews and due diligence reports on behalf of lenders, private equity owners and business acquirers.

Janet is a qualified accountant with a Masters in Business Administration. She joined JDC Corporate Finance in 2006.

Janet has over 30 years’ experience in the accountancy and business advisory profession during which time she has become a trusted adviser to many clients.

DAVE HOWES ACA MBA

KERRI PHILLIPS FCA

ADAM CROFT

Dave is JDC’s Director of Corporate Finance. He has spent over 10 years advising clients across East Anglia and has acted as a lead adviser on transactions across a range of sectors with deal sizes from £2m to £100m+.

Dave also has significant experience in providing pre-transaction advice to clients on how to maximise shareholder value.

Kerri qualified as a chartered accountant in 2003. She was a senior manager at BDO LLP (formerly PKF) in Great Yarmouth from 1997 to 2015, when she joined JDC.

Kerri has over 17 years’ professional experience of acting for clients of varying size, advising them on accounting, business and tax planning matters.

Adam joined JDC in 2013, having previously been a lead adviser for a firm specialising in the sale of companies across the UK.

Adam has been involved in or led over 100 sales transactions of companies in the £2m to £50m turnover range.

2015 in summary

Shareholder re-organisation and succession planning projects, including founder shareholder exits and tax planning solutions.

Acquisition due diligence and pre-investment reviews.

Major business growth consultancy projects alongside the ongoing corporate advisory services provided to many of our retained clients.

Full corporate sales mandates.

Specialist share valuation assignments through our sister company Walton Dodge Forensic.

Significant private equity fundraising assignments.

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SectorRenewables and Oil & Gas

LocationsHead Office - Hull, UKSubsidiaries - Global

Deal PE/VC Investment

The business

Fast growing, diverse global energy services provider.

European market leader for field deployed rotor blade repair and maintenance.

Skilled engineering services provider to the deep water drilling industry based in Las Palmas, Canaries.

Founded in 2008 in Great Yarmouth, now headquartered in Hull UK.

The deal

Minority equity investment of £5.4 million from Maven Capital Partners.

Full exit of two founding shareholders.

De-risking for the rest of the management/shareholder team.

Significant development capital to support ambitious growth plans.

Experienced industry chairman on board.

Incentives/sweet equity for new management.

JDC value add

Acted as lead adviser, project managing and negotiating deal from start to a successful conclusion.

Ran a competitive process with strategically selected private equity houses.

Achieved strong valuation multiple and attractive equity structure.

Restructured to new UK group from separately owned entities.

Allowed management team to run business whilst JDC ran the deal.

GEV Group on JDC“We engaged JDC due to their successful track record in our sector and the immediate confidence we felt in their ability to secure a deal with the right structure for all parties within our Shareholder Group.

Dave Howes and his team guided us through every step of the transaction, providing advice and acting as an effective filter during due diligence, allowing us to run our business in parallel.

Their commitment, negotiation skills and selection of the right partner in Maven went way beyond our expectations of our corporate finance advisers.

We made a good decision to appoint JDC and I have no hesitation in recommending them to any business owner considering a transaction.”

David Fletcher, CEO of GEV Group

Equity Investment in GEV Group

Some 2015 case studiesIn the following pages we have summarised in a bit more detail some of the exciting projects we have worked on with our clients over the last year.


SectorManufacturing

LocationSuffolk

Situation Business Growth

The business

Importer and manufacturer of made to measure blinds, shutters and window components.

Production facilities in the UK and Romania. Customers primarily in the UK but with some export to Europe and Worldwide.

The situation

Strong demand for new products and rapid growth led to a need for the business to raise additional working capital and to enhance and strengthen the management team.

Over the past three years, revenue has grown at an annualised rate of 18% to £10.2 million.

Employee numbers have grown from 67 to 110 over the same period.

JDC value add

Managing a competitive refinance process and negotiating the best available funding package for the business.

Reorganising the management structure including search and selection of new Managing Director and Financial Controller to take the business to the next level.

Hands-on, interim management of the business whilst a wide ranging reorganisation was implemented.

Business Growth for Global International

Global on JDC“The support of Chris has been invaluable and we now have an even stronger foundation for the future development of our business. I would have no hesitation in recommending him and the wider JDC team to business owners seeking to achieve rapid growth.”

Juan Albertini, CEO of Global International

SectorIndustrial & Commercial Wholesale

LocationNorwich, Norfolk

Deal Trade Disposal

The business

Established in 1975, based in Norwich.

Leading supplier of industrial and commercial products through e-commerce websites, mail order and project work.

Supplying an extensive product range to 14,000 customers in over 300 different industries across the UK.

High growth business model with exciting future plans.

The deal

100% share sale to AIM listed Slingsby PLC in a “cash on completion” transaction.

Exit of founding shareholders with ongoing consultancy arrangements.

Successful realisation of share options for management team.

Continuing commitment from the purchaser to a Norwich base.

JDC value add

Engaged with the directors 12 months prior to commencing sale process to prepare company for sale.

Ran and managed a competitive process with strategically selected parties based in the UK, Spain, Sweden and Portugal.

Achieved strong indicative offers and negotiated a strategic valuation premium.

Allowed management team to focus on the business whilst JDC delivered the deal.

Trade Sale of ESE Direct

ESE Direct on JDC“What can you say about JDC. I never appreciated quite how much effort goes into selling a business until we experienced it first-hand. Having experienced brokers etc in the past (which JDC are definitely not) I must pat our bank manager on the back for his recommendation.

It is fair to say that without Jon and his team we would not have got through the experience, nor would we have achieved such a fantastic deal. You are worth your weight in gold – thank you from the bottom of my heart.”

Simon Francis, ESE Direct


SectorConstructionConsulting Engineers

LocationsWelwyn, Norwich, London, Bristol and Dublin

Deal Partial Exit ofFounding Shareholder

The business

A leading provider of construction consulting services focussed on structural and civil engineering.

Multi sector focus on retail, commercial, public sector, residential, energy and technology.

Operating from four locations in the UK and one in Ireland.

The deal

Immediate partial exit of co-founding shareholder.

Implementation of new capital structure to allow further reductions in co-founder’s interest and re-alignment of ongoing control of the business.

Capital re-structuring designed to accommodate future equity participation of senior team and further growth of business.

Tax effective solutions obtained for all parties.

JDC value add

Designing and implementing a new capital structure benefiting both founding shareholders.

Modelling the buy out financial model for initial and subsequent capital redemptions.

Ensuring the new structure obtained HMRC tax clearance and was tax effective.

Providing a flexible capital structure for future equity participation as the business grows.

Capital Restructuring of Pinnacle

Pinnacle on JDC“JDC have acted for the Pinnacle group since 2006, always providing impartial objective advice and building a huge level of trust over many years. Their most recent involvement, advising the group’s founding shareholders on a structured exit route, met all parties’ aspirations for timing, affordability, tax efficiency and above all else, a transparency which was invaluable in achieving the satisfactory outcome.”

David Meigh, CEO of Pinnacle Consulting Engineers

SectorMultiple

LocationsHouston, TexasFrimley, Surrey

Deal PE/VC Investment

The business

Fast growing global provider of patented resin coatings to complex corrosion situations.

Solutions across multiple industries including oil & gas, utilities, power production, mining and manufacturing.

Founded in 2009 in Houston, Texas. Now headquartered in UK.

Presence in 30 countries across seven continents.

The deal

Minority equity investment from Octopus Investments.

Full exit of four founding shareholders.

De-risking of the rest of the management/shareholder team.

Development capital to support ambitious growth plans.

Experienced industry chairman on board.

Attractive incentives for new management.

JDC value add

Acted as lead adviser, project managing and negotiating deal from the start to a successful completion.

Ran a competitive process with strategically selected private equity houses.

Achieved double digit valuation multiple.

Restructured to new UK group from separate entities in the US and Panama.

Equity Investment in Oxifree

Oxifree on JDC“JDC provided quality advice and service throughout the complex process, helping to find an excellent partner in Octopus and also ran an exceptional process to deliver a double digit valuation multiple to the stakeholders. Their hard work and commitment was instrumental in supporting us and we could not have secured the deal without them.

It was a pleasure to work with the team and I would be happy to recommend them to anyone considering a transaction and post deal Dave has become a key and most trusted adviser to the management team at Oxifree.”

Ed Hall, CEO of Oxifree Global


SectorSpecialist Animal Welfare

LocationThetford, Norfolk

Deal Trade Disposal

The business

Founded in 2003, based in Thetford.

One of the UK’s leading independent suppliers to the poultry industry.

Supply an extensive product range dedicated to poultry health, hygiene and welfare.

Offer extensive opportunities for growth within the poultry industry and externally into other synergetic animal welfare industries.

The deal

100% share sale to Elta Group, an international operator with c.£100 million turnover.

Investment in resources, systems and back office facilities to unlock growth potential.

One founding shareholder fully exiting.

Remaining three shareholders staying involved in the business, as planned.

JDC value add

Initially engaged with the shareholders four years before commencing sale process helping them to identify the right time to sell.

Ran and managed a competitive process with strategically selected parties across the UK.

Created competitive tension to achieve a strategic valuation premium above shareholders expectations.

Negotiated future profit participation in addition to full initial consideration.

Trade Sale of Bowden & Knights

Bowden & Knights on JDC“Having spoken to Jon about my future back in 2012 and having held annual meetings to keep in touch, I had no hesitation in engaging JDC when the time became right to offer Bowden & Knights for sale.

The process was very successful, and we could not have achieved the sale without Jon and his colleagues’ drive, enthusiasm, tenacity, advice and guidance. Available to me 24/7, through ups and downs and with our interests at heart throughout, JDC were the driving force to ‘clinch the deal’. There are not enough superlatives I can find to say a HUGE thank you to JDC for fulfilling our dreams.”

Mike Bowden, Bowden & Knights

A reminder of our specialist services

Private Equity

Whether a first time purchaser, a serial acquirer or an MBO/MBI team, we have the knowledge and experience to assist in all aspects of the acquisition process including:

target searches • target appraisal • valuations • funding • due diligence • negotiation • deal structuring • integration strategy.

Through our business growth services we provide external advice or hands-on interim management support to a wide range of clients. Our services include:

business plans • financial projections • refinancing • tailored MI • non-exec services • cash flow management • development strategy • turnaround.

We specialise in advising on full, partial or structured exits, retirement sales, divestments and equity release. Our services include:

pre-sale advice and preparation • information memoranda • contacting targets • negotiating and structuring the deal • advising on post deal issues • accelerated M&A.

The restructuring of a company or a group of companies involves financial, structural, strategic and tax based considerations. We are specialists in:

financial restructuring and refinancing • de-mergers • divestments • succession planning • capital extraction including company purchase of own shares.

We are very well connected to many private equity and venture capital funds and focus on matching the best placed investor to the right deal. We can help with:

pre-investment preparation • deliverable deal structures and IRR models • investor profiling • business plans and sensitised financial models • leading management presentations • negotiating the deal • project management • advising on post deal issues.

Understanding the tax planning opportunities and avoiding tax traps and pitfalls is at the core of all our planning work. We are specialists in:

corporate reconstruction • share option arrangements • investment and re-investment relief • tax effective income extraction • tax effective capital extraction • inheritance tax planning • specialist tax clearances.

Specialist Tax

ReorganisationsDisposals

Acquisitions Business Growth

www.jdccorporatefinance.co.uk12

FAQs

Raising the bar

What is your track record?The team at JDC have successfully completed well over 200 company sale and purchase transactions, devised and implemented numerous shareholder re-organisations and succession strategies and have a long track record as valued ‘go-to’ advisers to a diverse client base. We believe our track record is pretty hard to beat.

What makes you preferable to other firms we might choose?The specialist experience of our team. Our senior led, hands-on approach. Our energy and desire to achieve the best result for our clients and our focus on quality advice. We are passionate about the delivery of a quality service with absolute integrity.

Is there a geographical limitation on your work?No, we work across the UK. Our office bases are in Norwich and London.

How much will the initial meeting cost us?Nothing. We make a significant investment of time into first meetings and are focussed on identifying the right advice as early as possible. We believe that after spending a few hours with us, you will see the real value we could add to your business.

We will not look to engage a new client unless we truly believe we can add value and deliver success. Our integrity as a firm is built on open and honest advice from day one.

What are your fees like?Very fair. Very competitive. As an independent firm, we are able to offer a tailored, bespoke service that incentivises us to deliver the best deal for our clients

and significant value for money. We work hard to structure our fees in ways that work for our clients.

How do we contact you confidentially?

Where?JDC Corporate FinanceDencora Court2 Meridian WayNorwichNR7 0TAt: 01603 703177

How?Direct to any of our senior team:

Jon Dodge FCA CF MEWI

m: 07775 696809e: [email protected]

Dave Howes ACA MBA


Chris Adlam FCCA


Kerri Phillips FCA


Janet Parker MBA


Adam Croftm: 07788 861039e: [email protected]

Main Office

Dencora Court2 Meridian WayNorwichNR7 0TA

Also at

3 Gray’s Inn SquareLondonWC1R 5AH

Contact

T: 01603 703177E: [email protected]

Raising the bar

JDC Corporate Finance is not authorised under the Financial Services and Markets Act 2000 but we are licensed by the Institute of Chartered Accountants in England and Wales and are able in certain circumstances to offer a limited range of investment services to clients. We can provide these investment services if they are an incidental part of the professional services we have been engaged to provide.

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