An Introductory Guide from Halliwells’ Corporate Group

Corporate Group

Our lawyers combine legal expertise and market knowledge with an understanding of your business to deliver advice which is constructive, practical and cost-effective.

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Corporate Group

Corporate Group

Halliwells’ Corporate Group advises a broad range of corporate and institutional clients through teams based in each of the firm’s offices in Liverpool, London, Manchester and Sheffield. The group’s commercial approach and ability to respond quickly to opportunities has helped its clients to achieve considerable success.

Whether you are an institution or a corporate, we have in-depth experience across a wide range of sectors. Our lawyers combine legal expertise and market knowledge with an understanding of your business to deliver advice which is constructive, practical and cost-effective.

Our experience covers a wide range of transactional and advisory work including acquisitions and disposals, takeovers, flotations, private equity investments, debt deals, corporate tax advice and employee incentive arrangements.

The strength of our corporate practice makes us a substantial force in the legal market. We work with both national and international clients in the increasingly global business community.

Halliwells has an enviable track record of working with leading corporates, institutions and entrepreneurs in fast moving environments to close deals on time and on budget.

A number of the partners within the Corporate Group are amongst those very few lawyers in the UK who have gained the prestigious Corporate Finance qualification from the Institute of Chartered Accountants in England and Wales.

The qualification draws on the experience of the ICAEW’s Corporate Finance Faculty, Europe’s largest network of professionals in corporate finance. It focuses on corporate finance, is truly global in perspective, and is targeted at industry leaders.

Market recognition:

UK Top 30 and Top 100 Europe law firm•

fastest growing UK Top 50 law firm 2006 and 2007•

shortlisted for Law Firm of the Year – •The Lawyer Awards June 2006, achieved third place in finals

AIM Lawyer of the Year 2005 (second place 2006)•

ranked number one Corporate Law Firm 2007 •and 2008 – Insider

ranked number two UK Legal Adviser to AIM •companies 2007 – Growth Company

We are known for our pragmatic approach and will work with you to secure the best business solution – enabling you to achieve your corporate objectives.

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Corporate Group

Our Approach

Our approach focuses on assisting our clients to achieve their business objectives through an understanding of their strategic requirements. We do this by building close working relationships with our clients to become a trusted adviser. We provide a partner-led service, meaning that you have day to day access to our leading lawyers. The result of this is a high level of client satisfaction and loyalty.

We are known for our pragmatic approach and will work with you to secure the best business solution at a certain cost – enabling you to achieve your corporate objectives. In short we offer:

a balance between specialisation and broader •legal knowledge, providing expert advice quickly and with breadth of vision

ready access to partners and senior lawyers•

open, pre-agreed fee structures ensuring that •you pay only for the work you need us to do, all at a pre-agreed price

a proactive service where we take ownership of •problems and develop solutions

a results orientated culture committed to closing •deals on time and on budget

market-leading business processes and project •management skills

an innovative commercial approach with access •to cutting edge technology and facilities

flexibility and willingness to adapt to new •challenges, differing legal environments and changing commercial realities

This enables our clients to focus on the key financial and commercial aspects of their deals and with time to concentrate on the continued operation of their own businesses. More importantly, our approach increases the likelihood of transactions being completed – the result all our clients and co-advisers are working towards.

Our Approach to Fees

We adopt an open and transparent approach to our fees, and always agree these in advance with our clients. For many corporate transactions we will agree a fixed fee as this approach is most popular with clients and provides certainty on cost. We are always willing to discuss and agree alternative fee structures depending on your requirements.

Our fee structures will provide you with fees which are clear and budgeted specifically to the requirements of your deal.

We staff each deal according to the input required. This ensures you obtain the best value for money whilst guaranteeing that you always receive the highest quality advice.

An increasing amount of our M&A work involves multiple jurisdictions. Our M&A team has a wealth of experience in overseas deals and the unique skills required to close complex, cross-border transactions.

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Corporate Group

Mergers and Acquisitions

Mergers and acquisitions (M&A) is the mainstay of the work we do. We handle numerous M&A transactions each year. Most involve either the strategic acquisition or disposal of subsidiaries by corporates or the sale of private companies on behalf of private equity or family/owner-manager shareholders. We also have significant ‘Blue Book’ expertise and regularly advise on public company takeovers. Our support includes advice in relation to the M&A process, negotiation of deal terms, due diligence and co-ordinating the input of specialist groups of lawyers and other advisers.

The Corporate Group draws on the expertise of lawyers who are highly trained in specialist areas of M&A work including real or intellectual property, human resources, pensions, and tax and regulatory. In addition, we actively project manage M&A transactions on behalf of our clients, not just the legal process.

Our expertise includes:

acquisitions and disposals•

public company takeovers•

mergers and demergers•

group re-organisations•

major projects, including joint ventures•

An increasing amount of our M&A work involves multiple jurisdictions. Our M&A team has a wealth of experience in overseas deals and possesses the unique skills required to close complex, cross-border transactions.

We work with our own network of law firms throughout the EU, USA and Asia-Pacific region to deliver a seamless global service on cross-border deals.

Private Equity

Our lawyers advise private equity houses on their investments throughout the UK as well as management teams, corporate venturers and the acquisition finance divisions of many leading banks. We also work with equity houses on the establishment of funds and in the structuring of incentive arrangements for managers.

The private equity team also works with equity houses on exits, whether by trade sale, secondary buyout, flotation or refinancing. We understand the concerns of institutions regarding residual liability and the obligations they have to their funds. Working closely with capital markets and acquisition finance colleagues, we offer bespoke advice in relation to possible IPO exits and debt arrangements.

We have a strong track record of advising on public to private transactions, whether advising the target company, private equity house, financial adviser, bank or management team. We utilise the skill sets of our private equity, M&A and capital markets teams to combine in-depth knowledge of the Takeover Code and all relevant UK listing rules with our broad experience of private equity and debt funding arrangements.

08Public equity markets are more complex and commercially demanding now than ever before and clients need legal advice that is innovative, concise and commercial.

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Corporate Group

Capital Markets

The capital markets team is experienced in all aspects of the public equity markets in the UK and EU. We are one of Europe’s top five AIM legal advisers and completely dominate this market in the North of England. We advise on public equity fundraisings, from pre-IPO, through to IPO and secondary issues.

Public equity markets are more highly regulated, complex and commercially demanding now than ever before and clients need legal advice that is practical and incisive. Delivered with a thorough understanding of the dynamics of the markets and informed by best practice, our advice supports a range of clients in executing their strategies. We act for a domestic and international base of quoted clients as well as institutional clients including investment banks, corporate finance houses and brokers.

Our capital markets team works very closely with its private equity colleagues to offer an alternative realisation of leveraged and development capital structures.

Our expertise includes:

IPOs/flotations (all markets)•

secondary fundraisings•

private placements•

AIM

We are one of Europe’s leading legal advisers on AIM flotations. In recent years we have been independently recognised as AIM Lawyers of the Year by Growth Company. We employ our extensive experience of AIM to advise nominated advisers and brokers as well as UK and international companies seeking an AIM flotation.

Our expertise covers all sectors and we have an unrivalled level of understanding of the complexities of an AIM listing.

Tax and Employee Incentives

Our specialist tax lawyers combine leading edge tax consulting with a broad commercial view of the transactions on which they work, ensuring the delivery of sophisticated and effective advice.

Corporate Tax

Our tax team provides a full range of tax consultancy and advisory services including:

domestic and international structuring •for mergers, acquisitions, demergers and reorganisations

planning for property transactions including VAT •and stamp duty land tax

Corporate Group

10Why Halliwells?

We:

take a practical and pragmatic approach to •anticipating and solving problems

identify key/time critical issues and deal with •them proactively

have the ability to manage change rapidly•

adopt an approach which maximises the success •prospects of our clients’ deals

have an outstanding track record for delivering •results, on time, on budget

have a proven history of closing deals for a wide •range of corporates and institutions

provide total price certainty through our bespoke •deal planning and budgeting capabilities

can deliver a full legal service across the UK and •globally through our international network

About Halliwells

Halliwells is an award winning national law firm.

Consistently one of the fastest growing law firms in the UK, Halliwells is widely acknowledged as a dynamic, modern organisation with a commitment to the very highest standards of client service.

The firm specialises in all areas of corporate law and acts for a wide range of institutions and private and public companies on a national and international level.

As a business founded on client satisfaction, Halliwells is continually investing in its people and its processes.

Halliwells’ management team is committed to strong leadership, business focus, engagement of people, open communication and sound financial management. This approach has been instrumental in the firm’s accelerated growth.

In recent years, Halliwells has attracted some of the UK’s very best lawyers – from both City practices and leading regional players. This high-profile lateral hiring has led to the firm significantly increasing its market share.

Looking to the future, Halliwells remains committed to an ongoing expansion strategy underpinned by a commitment to excellence at every level.

Ref: Halliwells 0663/04.08

www.halliwells.comHalliwells LLP is a limited liability partnership

registered in England and Wales under registered number OC307980 whose registered office is at

3 Hardman Square, Spinningfields, Manchester M3 3EB.

A list of members is available for inspection at the registered office. Any reference to a partner in relation

to Halliwells LLP means a member of Halliwells LLP. Regulated by the Solicitors Regulation Authority.

This brochure was published in April 2008 and is intended only as a general guide. It should not be relied upon as a

substitute for taking advice in particular circumstances. Before acting on anything contained within this publication,

please consult your usual Halliwells partner.

Halliwells LLP Tel: +44 (0)844 875 8000

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