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Page 1: United Kingdom and Republic of Ireland M&A Review · 2019-10-30 · company associated with Hong Kong billionaire Victor ... MarketIQ United Kingdom and Republic of Ireland M&A Review

United Kingdom and Republic of Ireland M&A ReviewExperian Business Research: YTD 2019

MarketIQ

Page 2: United Kingdom and Republic of Ireland M&A Review · 2019-10-30 · company associated with Hong Kong billionaire Victor ... MarketIQ United Kingdom and Republic of Ireland M&A Review

Despite a favourable funding environment, steady if slow economic growth, and pockets of strong activity in high growth sectors such as fintech and AI, the unsettled outlook has cast a shadow over overall M&A activity in the UK this year. Almost £150bn was shaved off the total value of UK M&A year-on-year and third quarter deal volume was at its lowest level for almost a decade. Bright spots included two major strategic business combinations in Q3, suggesting that UK companies have by no means lost their appetite for doing deals when the imperative is there. Private equity firms have employed their large cash reserves to buy-out several publicly-traded targets this year. That said, the prevailing ‘wait and see’ attitude to deal making looks set to persist, in the short term at least.

Jane Turner Research Manager, Experian MarketIQ

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MarketIQ United Kingdom and Republic of Ireland M&A Review | Page 1

Contents

United Kingdom M&A Activity 2

London 10

South East 14

South West 18

East of England 22

Midlands 26

Yorkshire and Humber 30

North West 34

North East 38

Wales 42

Scotland 46

Northern Ireland 50

Republic of Ireland 54

Appendix 58

Deal Proforma 59

About Experian MarketIQ 60

UK&I M&A Full Year Review 2016

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Page 2 | MarketIQ United Kingdom and Republic of Ireland M&A Review

Global deal making has slowed this year amid rising geopolitical and economic tensions, and with the domestic outlook remaining unsettled, the UK M&A market has also been relatively subdued – at least in comparison with the sustained boom of recent years. We recorded a total of 4,998 deals during the first nine months of 2019, a decline of 12% from the 5,671 transactions announced over the same period of 2018. The third quarter looks to have been particularly quiet as we draw nearer to the Brexit deadline, with the 1,216 transactions announced in Q3 almost 700 deals down on Q2 and representing the lowest third quarter total since 2010. The downturn was felt across the UK, with the majority of regions returning falling deal numbers year on year – Scotland (where deals were down by 28%) and South East England (a 15% decline) were most affected, while North East England, Northern Ireland and Yorkshire and Humber were the only areas to buck the trend, with growth of 16%, 14% and 2%, respectively. Meanwhile, the total value of UK M&A has almost halved this year, reaching £154bn (down from the £302bn recorded during Q1-Q3 2018). This was the smallest recorded figure for the first nine months of the year on Experian’s record since 2003.

Deals of the YearThe London Stock Exchange Group’s £22bn agreement to acquire financial data business Refinitiv was the standout in a year where big-ticket deals have thus far been comparatively thin on the ground. Should it complete, the tie up will see private equity firm Blackstone take a significant stake in a combined group that will immediately become one of the world’s largest financial and trading data companies. Elsewhere in Q3, a merger between two major players in the online food delivery space saw UK business Just Eat agree a £9bn combination with Dutch counterpart Takeaway.com, a company associated with Hong Kong billionaire Victor

Li agreed terms on the £4.6bn purchase of venerable brewery and pubs group Greene King and aerospace manufacturer Cobham agreed to be taken private by US investor Advent International for £4bn – this the latest in a string of deals that have seen UK Plcs taken off the London exchanges by private equity houses this year.

United Kingdom M&A activity

UK deals2015 – Q3 2019

Number of Deals Value (£M)

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IndustryThe UK’s financial sector has remained its leading source of deal activity in 2019, accounting for 28% of all transactions, and Refinitiv’s £22bn takeover by the LSE meant that the sector was also the UK’s most valuable at £62bn. Infocomms and manufacturing were next most active, with 1,119 and 1,069 deals, respectively. Almost all sectors saw the volume and value of deals fall year on year, with just hospitality returning a small increase in value (from £11.7bn during Q1-Q3 2018 to £12.5bn this year).

FundingDebt funding in support of growth by acquisition remains both accessible and cheap in the context of the current low interest rate environment, and new bank debt was used in support of 511 deals during the first nine months of the year. Of these, HSBC funded a total of 96 transactions, followed by Barclays (39 deals), Lloyds and Royal Bank of Scotland (31 apiece) - but aside from the major banking groups, newer players including Shawbrook, Thincats, Oaknorth and Arbuthnot have

been involved in increasing numbers of deals this year. Meanwhile there was a small year on year decline in the number of deals funded by private equity (1,007, from 1,076 during the same period of 2018); Business Growth Fund, Maven Capital (both with 27 deals so far in 2019) and LDC were the most active investors.

AdvisersGateley has advised on 126 transactions so far this year to rank as the UK’s leading legal adviser by deal volume; Addleshaw Goddard (101 deals) and CMS (97) made up the top three. US firm Weil Gotshal & Manges headed the legal value table, having advised on deals with a recorded value of almost £30bn. Grant Thornton was credited with 124 deals to rank first in the financial adviser table by volume, RSM and KBS making up the top three with 109 and 103 transactions, respectively; Goldman Sachs worked on deals with a combined value of £53bn to head the value table.

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Date Consideration (£m)

Deal type Target Bidder

27/07/2019 21,803 Acquisition Refinitiv UK Holdings Ltd, London

London Stock Exchange Group Plc, London

29/07/2019 5,325 Acquisition Just Eat Plc, London Takeaway.com NV, The Netherlands

08/03/2019 5,000 Acquisition RPC Group Plc, Rushden Berry Global Group Inc, USA

27/02/2019 4,865 Acquisition UPC Switzerland LLC, Switzerland (from Liberty Global Plc, London)

Sunrise Communications Group AG, Switzerland

19/08/2019 4,643 IBO Greene King Plc, Bury St Edmunds

CK Noble UK Ltd, London

27/08/2019 4,557 Acquisition Upstream and Midstream business in Alaska of BP Plc, London

Hilcorp Energy Corp, USA

25/07/2019 4,000 IBO Cobham Plc, Wimborne Advent International

28/06/2019 3,356 IBO Merlin Entertainments Plc, Poole

Berkeley Bidco Ltd, London

28/03/2019 2,650 Rights Issue AstraZeneca Plc, London

25/03/2019 2,574 IBO Inmarsat Plc, London Triton Bidco (Guernsey) Ltd, Channel Islands

Top ten deals: UKYTD 2019

l London

l South East

l South West

l East of England

l Midlands

l Yorkshire & Humber

l North West

l North East

l Wales

l Scotland

l Northern Ireland

383403

598

248155

421

175

462

1911

724707

UK deal volume by regionYTD 2019

United Kingdom M&A activity

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UK deals by IndustryYTD 2019

YTD 2019 YTD 2018 % change from YTD 2018

Sector Volume Value (£m) Volume Value (£m) Volume Value

Financial services 1,412 61,795 1,686 71,938 -16.25% -14.10%

Infocomms 1,119 58,386 1,176 90,566 -4.85% -35.53%

Manufacturing 1,069 43,930 1,166 120,862 -8.32% -63.65%

Professional services 883 20,251 1,067 82,644 -17.24% -75.50%

Wholesale and retail 818 34,745 914 93,591 -10.50% -62.88%

Support services 460 7,659 577 14,683 -20.28% -47.84%

Real estate 347 22,830 492 26,257 -29.47% -13.05%

Construction 304 10,352 400 18,618 -24.00% -44.40%

Health 263 1,677 273 1,888 -3.66% -11.18%

Hospitality 171 12,538 234 11,677 -26.92% 7.38%

UK and Ireland M&A by regionYTD 2019

Value (£m) Volume

Region YTD 2019 YTD 2018 % Change YTD 2019 YTD 2018 % Change

London 107,379 147,003 -26.95% 1,911 2,211 -13.57%

South East 10,371 31,159 -66.72% 724 854 -15.22%

South West 12,497 4,215 196.49% 383 405 -5.43%

East of England 18,851 9,743 93.48% 403 438 -7.99%

Midlands 11,151 19,273 -42.14% 707 771 -8.30%

Yorkshire & Humber 2,825 10,939 -74.17% 462 455 1.54%

North West 4,714 6,366 -25.95% 598 652 -8.28%

North East 736 2,728 -73.02% 248 213 16.43%

Wales 571 523 9.18% 152 155 -1.94%

Scotland 7,029 11,381 -38.24% 421 581 -27.54%

Northern Ireland 310 1,877 -83.48% 175 153 14.38%

Republic of Ireland 62,382 68,732 -9.24% 279 336 -16.96%

United Kingdom 154,545 301,996 -48.83% 4,998 5,671 -11.87%

United Kingdom M&A activity

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Legal adviser rankings by volume

United Kingdom M&A activity

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Current rank Previous rank Legal adviser Volume1

1 2 GATELEY 126

2 7 ADDLESHAW GODDARD 101

3 1 CMS 97

4 5 MILLS & REEVE 95

5 - HARRISON CLARK RICKERBYS 89

6 6 PINSENT MASONS 82

7 15 WARD HADAWAY 79

8 9 SQUIRE PATTON BOGGS 77

9 4 SHOOSMITHS 72

10 3 EVERSHEDS SUTHERLAND 64

11 8 DLA PIPER 63

12 - KNIGHTS 61

13 16 BROWNE JACOBSON 60

14 10 IRWIN MITCHELL 57

15 14 FREETHS 56

16 28 MUCKLE 54

17 12 DWF 52

18 47 TLT 48

19 23 TUGHANS 39

20 20 A&L GOODBODY 38

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Legal adviser rankings by value

Current rank Previous rank Legal adviser Value (£m)

1 17 WEIL GOTSHAL & MANGES 29,752

2 3 ASHURST 16,913

3 1 SLAUGHTER AND MAY 15,745

4 18 KIRKLAND & ELLIS 14,864

5 15 CLIFFORD CHANCE 12,863

6 4 LINKLATERS 10,564

7 13 FRESHFIELDS BRUCKHAUS DERINGER 9,281

8 9 LATHAM & WATKINS 9,175

9 - SHEARMAN & STERLING 8,449

10 11 NORTON ROSE FULBRIGHT 6,559

11 23 ALLEN & OVERY 6,095

12 5 CMS 3,425

13 31 ADDLESHAW GODDARD 3,156

14 28 JONES DAY 3,134

15 12 SKADDEN ARPS SLATE MEAGHER & FLOM 2,437

16 6 SULLIVAN & CROMWELL 2,220

17 8 A&L GOODBODY 2,061

18 20 HOGAN LOVELLS 1,965

19 21 EVERSHEDS SUTHERLAND 1,856

20 10 ARTHUR COX 1,819

United Kingdom M&A activity

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Current rank Previous rank Financial adviser Volume1

1 2 GRANT THORNTON 124

2 3 RSM 109

3 7 KBS CORPORATE 103

4 1 BDO 76

5 8 PEEL HUNT 68

6 - JP MORGAN 65

7 5 PWC 63

8 6 NUMIS SECURITIES 60

9 10 KPMG 56

10 14 FINNCAP 55

11 - MAZARS 50

12 11 CENKOS SECURITIES 39

13 9 EY 38

14 15 ALANTRA 36

15 26 BELLEVUE ADVISORS 35

16 18 ROTHSCHILD & CO 34

17 19 BENCHMARK INTERNATIONAL 34

18 17 GOLDMAN SACHS 33

19 16 CANACCORD GENUITY 33

20 27 DOW SCHOFIELD WATTS 33

Financial adviser rankings by volume

United Kingdom M&A activity

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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Financial adviser rankings by value

Current rank Previous rank Financial adviser Value (£m)

1 2 GOLDMAN SACHS 53,292

2 1 MORGAN STANLEY 43,044

3 9 BARCLAYS 31,318

4 13 JEFFERIES 29,459

5 3 EVERCORE PARTNERS 28,476

6 11 CREDIT SUISSE 24,684

7 6 ROTHSCHILD & CO 21,002

8 5 BANK OF AMERICA MERRILL LYNCH 19,128

9 19 LAZARD 14,118

10 7 JP MORGAN 13,934

11 4 CITIGROUP 8,567

12 15 HSBC 7,562

13 - UBS 6,581

14 - WELLS FARGO 6,532

15 - OAKLEY ADVISORY 5,843

16 14 NUMIS SECURITIES 4,723

17 25 PEEL HUNT 3,809

18 12 RBC CAPITAL MARKETS 3,549

19 - MOELIS & CO 3,017

20 8 EY 2,980

United Kingdom M&A activity

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Current rank Previous rank Debt provider Volume1

1 1 HSBC 96

2 2 BARCLAYS 39

3 3 LLOYDS BANKING GROUP 31

4 5 ROYAL BANK OF SCOTLAND 31

5 - CYBG 19

6 - SHAWBROOK BANK 11

7 26 ALLIED IRISH BANK 10

8 4 SANTANDER UK 9

9 14 THINCATS.COM 9

10 - NPIF - FW CAPITAL 7

11 - OAKNORTH 6

12 - ARBUTHNOT 6

13 - BANK OF AMERICA MERRILL LYNCH 5

14 28 GOLDMAN SACHS 4

15 - CAPLE 4

16 - ULSTER BANK 4

17 - HAMPSHIRE TRUST BANK 4

18 13 DEVELOPMENT BANK OF WALES 4

19 19 DEUTSCHE BANK 3

20 - INVESTEC 3

Debt provider rankings by volume

United Kingdom M&A activity

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Capital provider rankings by volume

Current rank Previous rank Investment firm Value (£m)

1 1 BUSINESS GROWTH FUND 27

2 7 MAVEN CAPITAL PARTNERS 27

3 3 LDC 22

4 4 OCTOPUS INVESTMENTS 21

5 - INVEST NORTHERN IRELAND 17

6 6 DEVELOPMENT BANK OF WALES 15

7 8 NVM PRIVATE EQUITY 14

8 - ENTERPRISE VENTURES 14

9 17 IQ CAPITAL PARTNERS 13

10 - MERCIA FUND MANAGEMENT 13

11 34 CAMBRIDGE INNOVATION CAPITAL 12

12 26 MMC VENTURES 12

13 - ENTREPRENEUR FIRST 12

14 5 LOCALGLOBE 11

15 31 DOWNING VENTURES 11

16 9 ACCELERATED DIGITAL VENTURES 11

17 - INDEX VENTURES 10

18 10 PARKWALK ADVISORS 10

19 22 SCOTTISH INVESTMENT BANK 10

20 27 AMADEUS CAPITAL PARTNERS 9

United Kingdom M&A activity

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SummaryA string of high-value deals in the third quarter pushed the total value of London M&A this year above the £100bn mark after a subdued start to the year at the top end of the market, but deal making in the capital still lags some way behind the levels of the last few years. Experian recorded 1,911 deals during the first nine months of the year, a decline of almost 14% on the 2,211 announced over the corresponding period of 2018. Meanwhile the total value of London deals reached £107bn, down by 27% on YTD 2018’s £147bn worth of deals and the least valuable Q1-Q3 figure since 2016. London companies remain key contributors to UK M&A with an involvement in 38% of all deal activity nationally, while providing close to 70% of total value.

Deals of the YearTwo multi-billion-pound deals announced over the course of a week in July have dominated London’s M&A landscape so far this year. First, the London Stock Exchange Group agreed terms on a £22bn all-share takeover of financial data business Refinitiv from private equity giant Blackstone and media group Thomson Reuters. The deal survived a competing offer from Hong Kong’s stock exchange, which made a £32bn to acquire

the LSE in its entirety on the condition that the Refinitiv offer was shelved, but later dropped its bid. Elsewhere, a deal to create one of the world’s biggest online food delivery companies saw Dutch group Takeaway.com agree terms of a merger with Just Eat – should it complete, Just Eat shareholders will hold approximately 52.2% and Takeaway.com shareholders 47.8% of a newly combined firm valued at approximately £8.2bn. Elsewhere in Q3, private equity investor Bain Capital agreed to acquire a 60% stake in data insights business Kantar Group from advertising giant WPP for £2.5bn in cash and BP Plc sold its entire Alaskan business to US oil and gas firm Hilcorp for £4.6bn.

IndustryThe financial sector was again the capital’s busiest for deal volume, at 754 transactions in the year to date, but returned a year on year decline of 19% in volume terms; the LSE / Refinitiv tie-up meant that financial services was also London’s most valuable sector at £48bn. The tech space saw brisk activity, with 570 deals in the infocomms segment, although again, figures here were down by 6% on YTD 2018. Professional services and manufacturing were next most active, at 302 and 254 deals, respectively.

London

London deals2015 – Q3 2019

Number of Deals Value (£M)

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London

Date Consideration (£m)

Deal type Target Bidder

27/07/2019 21,803 Acquisition Refinitiv UK Holdings Ltd, London London Stock Exchange Group Plc, London

29/07/2019 5,325 Acquisition Just Eat Plc, London Takeaway.com NV, The Netherlands

27/02/2019 4,865 Acquisition UPC Switzerland LLC, Switzerland (from Liberty Global Plc, London)

Sunrise Communications Group AG, Switzerland

19/08/2019 4,643 IBO Greene King Plc, Bury St Edmunds

CK Noble UK Ltd, London

27/08/2019 4,557 Acquisition Upstream and Midstream business in Alaska of BP Plc, London

Hilcorp Energy Corp, USA

28/06/2019 3,356 IBO Merlin Entertainments Plc, Poole Berkeley Bidco Ltd, London

28/03/2019 2,650 Rights Issue AstraZeneca Plc, London

25/03/2019 2,574 IBO Inmarsat Plc, London Triton Bidco (Guernsey) Ltd, Channel Islands

12/07/2019 2,500 IBO Kantar Group Ltd, London Bain Capital

18/04/2019 2,046 Acquisition Oil and Gas Business of ConocoPhillips UK, USA

Chrysaor Holdings Ltd, London

Top ten deals: LondonYTD 2019

FundingWhere funding details were available, we found that 126 London transactions were funded by new bank debt – around 10% of all acquisitive deals. HSBC was again the leading source of debt finance, supporting 17 deals so far this year, with Barclays (seven deals) and challenger banks Oaknorth and Shawbrook (five deals apiece) following. Private equity played a role in funding 401 transactions, equivalent to around 20% of all London deals, with early-stage investment firms MMC Ventures and LocalGlobe most active, each with ten completed deals to date in 2019.

AdvisersCMS retained its half year status as the busiest London adviser by deal volume, working on 50 deals so far this year, with Addleshaw Goddard (36 deals) and Mills & Reeve (33) making up the top three. Weil Gotshal & Manges (£25bn worth of deals) and Simpson Thacher Bartlett (£22bn) each worked on Refinitiv’s takeover by the LSE to head the value table. Meanwhile JP Morgan advised on 54 transactions to lead the financial adviser table by deal volume along with AIM adviser Peel Hunt, while Goldman Sachs advised on deals with a combined value of £41bn to head up the value table.

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London

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Legal adviser rankings

Current rank Previous rank Legal adviser Volume1

1 1 CMS 50

2 4 ADDLESHAW GODDARD 36

3 11 MILLS & REEVE 33

4 8 SQUIRE PATTON BOGGS 31

5 3 SHOOSMITHS 29

6 2 EVERSHEDS SUTHERLAND 26

7 7 PINSENT MASONS 26

8 10 DLA PIPER 25

9 6 GATELEY 25

10 - HARRISON CLARK RICKERBYS 23

Current rank Previous rank Legal adviser Value (£m)

1 14 WEIL GOTSHAL & MANGES 25,437

2 - SIMPSON THACHER & BARTLETT 21,803

3 9 CLIFFORD CHANCE 12,863

4 12 KIRKLAND & ELLIS 12,427

5 8 SLAUGHTER AND MAY 9,039

6 11 ASHURST 7,942

7 7 SHEARMAN & STERLING 7,149

8 10 LINKLATERS 6,564

9 - BAKER BOTTS 6,479

10 2 NORTON ROSE FULBRIGHT 6,042

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London

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Financial adviser rankings

Current rank Previous rank Financial adviser Volume1

1 - JP MORGAN 54

2 1 PEEL HUNT 54

3 4 GRANT THORNTON 48

4 11 BELLEVUE ADVISORS 35

5 3 RSM 32

6 13 FINNCAP 26

7 6 PWC 25

8 5 NUMIS SECURITIES 24

9 2 BDO 24

10 19 KBS CORPORATE 22

Current rank Previous rank Financial adviser Value (£m)

1 5 GOLDMAN SACHS 41,110

2 2 MORGAN STANLEY 35,755

3 6 BARCLAYS 29,768

4 13 JEFFERIES 23,710

5 3 EVERCORE PARTNERS 23,356

6 1 BANK OF AMERICA MERRILL LYNCH 14,175

7 20 LAZARD 13,895

8 9 CREDIT SUISSE 11,636

9 8 ROTHSCHILD & CO 9,231

10 4 JP MORGAN 8,229

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SummaryM&A activity in the South East of England declined for the third consecutive quarter in 2019, registering a 15% tumble in the number of deals logged since January. The 724 deals announced so far this year are worth £10.4bn, which is 63% less in value than in the same period last year, when 854 deals were valued at £31.2bn. The South East has seen only a single mega deal announced this year in comparison to three last year. Only two of the top ten deals have been announced in the third quarter of this year, with the bulk of the high value deals being done in the first half of the year - perhaps a sign that the approaching deadline for the UK to leave the EU is harnessing a more cautious approach from dealmakers in the region. The South East accounted for 6.7% of all UK deal values and 14.5% of deal volumes.

Deals of the YearAugust saw Telford-based insurance company ReAssure Group, agree to acquire Southampton-registered Old Mutual Wealth Life Assurance and its subsidiary Old Mutual Wealth Pensions Trustee, together the UK Heritage business of London-based Quilter, for a total consideration of £425m. The deal sees some 200,000 customers transfer to ReAssure, further consolidating its position in the life and pensions sector in the UK. Elsewhere, Surrey-based Spectris raised £283m from the sale of BTG, part of its Industrial Solutions business, to Voith of Germany. The sale is in line with Spectris’ strategy to simplify and focus its portfolio on specific high-growth end markets.

IndustryManufacturing remained the most fruitful sector for deal activity, recording a total of 208 deals, a 10% decline from last year’s numbers. Infocomms, wholesale and retail, professional services and financial services were also at the top of the industry tables, with each sector seeing more than 100 recorded deals. Most sectors, however, recorded a decline in deal volume in the year to date, with the construction sector seemingly the hardest hit with a 44% plunge in the number of deals. In terms of value, infocomms deals saw 87% wiped of the total value in comparison to the same period last year. Each of financial services and support services were up approximately 12% in value in comparison to 2018.

South East

South East deals2015 – Q3 2019

Number of Deals Value (£M)

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South East

Date Consideration (£m)

Deal type Target Bidder

14/05/2019 1,726 IBO Vodafone New Zealand Ltd, from Vodafone Group Plc, Newbury

Infratil Limited and Brookfield Asset Management Inc

22/02/2019 975 Acquisition Dairy Crest Group Plc, Esher

Saputo Inc, Canada

07/06/2019 776 Acquisition Millennium & Copthorne Hotels Plc, Horley

Agapier Investments Ltd, Singapore

31/05/2019 578 Acquisition Liverpool Victoria General Insurance Group Ltd, Bournemouth

Allianz Holdings Plc, Guildford

05/08/2019 425 Acquisition Old Mutual Wealth Life Assurance Ltd, Southampton

ReAssure Group Plc, Telford

11/06/2019 423 Acquisition Fazer Food Services Oy, Finland

Compass Group Plc, Chertsey

27/06/2019 375 Acquisition Blue Earth Diagnostics Ltd, Oxford

Bracco Imaging Srl, Italy

05/02/2019 333 SBO Cross London Trains Ltd, Swanley

Dalmore and Equitix funds

19/09/2019 282 Acquisition BTG Eclepens SA, from Spectris Plc, Egham

Voith GmbH & Co KGaA, Germany

25/01/2019 250 Acquisition Beer Business of Fuller Smith & Turner Plc, London

Asahi Europe Ltd, Woking

Top ten deals: South EastYTD 2019

FundingFunding in support of M&A remained readily available for South East companies in 2019. For deals where detailed funding arrangements were disclosed, approximately 16% of deals were backed by private equity, down from 21% in the same period last year. Octopus Investments, NVM and BGF were the most active private equity funders in the South East. Deals funded by new bank debt were at 8% compared to 11% in the previous period. High street lenders HSBC, NatWest and Barclays were predominantly the funders of choice for dealmakers in the South East..

AdvisersGateley topped the legal adviser rankings at the end of the third quarter, having worked on 18 deals, with Harrison Clark Rickerbys in second position on 17 deals. Addleshaw Goddard, Shoosmiths and Irwin Mitchell all advised on 16 deals apiece. In terms of value, top spot was taken by Eversheds Sutherland, with Ashurst and Freshfields in second and third positions, respectively. KBS Corporate outranked Grant Thornton, with KBS totalling 34 deals for the year to date and Grant Thornton 29, followed very closely by RSM on 27. EY took first place in the value rankings with Barclays and Bank of America Merrill Lynch rounding out the top three.

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South East

Legal adviser rankings

Current rank Previous rank Legal adviser Volume1

1 6 GATELEY 18

2 - HARRISON CLARK RICKERBYS 17

3 8 ADDLESHAW GODDARD 16

4 2 SHOOSMITHS 16

5 1 IRWIN MITCHELL 16

6 10 FREETHS 15

7 9 STEVENS & BOLTON 15

8 16 SQUIRE PATTON BOGGS 14

9 20 BROWNE JACOBSON 13

10 7 PINSENT MASONS 12

Current rank Previous rank Legal adviser Value (£m)

1 22 EVERSHEDS SUTHERLAND 1,064

2 - ASHURST 1,006

3 19 FRESHFIELDS BRUCKHAUS DERINGER 975

4 3 CMS 623

5 6 TRAVERS SMITH 480

6 - KIRKLAND & ELLIS 411

7 - STEPHENSON HARWOOD 299

8 21 HOGAN LOVELLS 254

9 25 ADDLESHAW GODDARD 246

10 2 SLAUGHTER AND MAY 242

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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South East

Financial adviser rankings

Current rank Previous rank Financial adviser Volume1

1 3 KBS CORPORATE 34

2 4 GRANT THORNTON 29

3 2 RSM 27

4 1 BDO 15

5 10 FINNCAP 14

6 8 EMC CORPORATE FINANCE 13

7 13 BENCHMARK INTERNATIONAL 12

8 7 PWC 10

9 15 CENKOS SECURITIES 8

10 - PKF FRANCIS CLARK 8

Current rank Previous rank Financial adviser Value (£m)

1 1 EY 1,725

2 17 BARCLAYS 953

2 - BANK OF AMERICA MERRILL LYNCH 953

4 - CREDIT SUISSE 776

5 - EVERCORE PARTNERS 540

6 22 GRANT THORNTON 455

7 6 ROTHSCHILD & CO 427

8 15 BDO 377

9 - KPMG 196

10 - FINNCAP 182

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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SummaryM&A activity in the South West of England saw a 5.4% drop in volume in comparison to the same period in 2018. There were 383 deals recorded for the region, compared to 405 in the same period last year. Despite falling activity year on year, the announcement of the region’s third mega deal of the year boosted the total value of deals in the South West to £12.5bn, nearly three times the figure documented for the corresponding period of 2018. The South West accounted for 8.1% of all UK deal values and 7.7% of deal volumes.

Deals of the YearJuly saw the announcement of the third mega deal this year for the South West, with the buy-out by US private equity group Advent International of Wimborne-based Cobham Plc, which manufactures aerospace and defence systems. The take private deal valued LSE-listed Cobham at £4bn, and was majority approved by shareholders at a general meeting despite a government intervention and CMA investigation into the national security aspects of the proposed transaction. Elsewhere in the region, Bristol-based OVO Energy agreed the £500m acquisition of the household energy business of SSE Plc, in a move to accelerate OVO’s ambition to provide clean, affordable energy for everyone, and Melksham-based Avon Rubber strengthened its position in the US market with the £96m acquisition of the ballistic protection business of 3M Co, including the rights to the Ceradyne brand.

IndustryManufacturing remained the most active industry by deal volume, accounting for just over a quarter of the South West’s deals in the year to date. Professional services, although the second active sector, saw a decline of 35% in the volume of deals but a healthy increase in value from £1.5bn in 2018 to £4.5bn in 2019. The healthcare, support services and financial services sectors all reported an increase in the volume of deals in this reporting period, with Bristol-based dental business Xeon Smiles adding a further four practices to its portfolio, taking its acquisition count for the year to date to ten.

South West

South West deals2015 – Q3 2019

Number of Deals Value (£M)

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60

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South West

Date Consideration (£m)

Deal type Target Bidder

25/07/2019 4,000 IBO Cobham Plc, Wimborne AI Convoy Bidco Ltd, London

28/06/2019 3,356 IBO Merlin Entertainments Plc, Poole

Berkeley Bidco Ltd, London

27/06/2019 1,400 Acquisition Liberty Living Group Plc, Jersey

Unite Group Plc, Bristol

13/01/2019 701 Acquisition Elemis Ltd, Bristol L'Occitane International SA, Luxembourg

31/05/2019 578 Acquisition Liverpool Victoria General Insurance Group Ltd, Bournemouth

Allianz Holdings Plc, Guildford

13/09/2019 500 Acquisition SSE Energy Services Business of SSE Plc, Perth

OVO Energy Ltd, Bristol

18/02/2019 138 Acquisition Thermocoax SAS, France Spirax-Sarco Engineering Plc, Cheltenham

12/03/2019 100 Rights Issue Warehouse REIT Plc, Exeter

07/08/2019 95 Acquisition Ballistic-Protection Business of 3M Co, USA

Avon Rubber Plc, Melksham

22/02/2019 95 Acquisition Australian Ski Resorts from Merlin Entertainments Plc, Poole

Vail Resorts Inc, USA

Top ten deals: South WestYTD 2019

FundingFunding in support of M&A remained readily available for South West companies at the start of the year. For deals where detailed funding arrangements were disclosed, just over 15% of deals were backed by private equity, a small rise from the 13% noted in the previous period. Deals funded by new bank debt accounted for 11% by volume, up from just over 9% in 2018. High street banks HSBC, CYBG and Lloyds were the lenders of choice for South West dealmakers.

AdvisersHarrison Clark Rickerbys took the top spot from TLT in the legal adviser tables this time, having worked on 24 deals in 2019 to date. TLT’s 16 deals took second position, with Pinsent Masons in third place with 13 deals. In the value rankings, US firm Kirkland & Ellis remained at the top, with Allen & Overy in second place and Weil Gotshal & Manges in third position. There was no change at the top of the financial adviser tables, with PKF Francis Clark retaining its H1 first position on 18 deals, Hazlewoods in second place on 13, and Grant Thornton rounding out the top three with 11 deals.

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Page 22 | MarketIQ United Kingdom and Republic of Ireland M&A Review

South West

Legal adviser rankings

Current rank Previous rank Legal adviser Volume1

1 - HARRISON CLARK RICKERBYS 24

2 5 TLT 16

3 9 PINSENT MASONS 13

4 - BPE SOLICITORS 11

5 1 BURGES SALMON 10

6 - DLA PIPER 8

7 3 GATELEY 8

8 6 FOOT ANSTEY 8

9 12 MILLS & REEVE 7

10 7 CMS 6

Current rank Previous rank Legal adviser Value (£m)

1 - KIRKLAND & ELLIS 4,082

2 - ALLEN & OVERY 4,046

3 - WEIL GOTSHAL & MANGES 4,035

4 12 ASHURST 3,402

5 - CLIFFORD CHANCE 3,356

6 - LATHAM & WATKINS 3,356

7 - SLAUGHTER AND MAY 3,356

8 - HOGAN LOVELLS 839

9 9 SKADDEN ARPS SLATE MEAGHER & FLOM 701

10 2 DLA PIPER 141

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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South West

Financial adviser rankings

Current rank Previous rank Financial adviser Volume1

1 2 PKF FRANCIS CLARK 18

2 1 HAZLEWOODS 13

3 5 GRANT THORNTON 11

4 8 KBS CORPORATE 10

5 7 RSM 8

6 - ROTHSCHILD & CO 5

7 - PEEL HUNT 5

8 4 BDO 5

9 - BENCHMARK INTERNATIONAL 5

10 3 BISHOP FLEMING 5

Current rank Previous rank Financial adviser Value (£m)

1 - BANK OF AMERICA MERRILL LYNCH 7,356

2 - CITIGROUP 7,356

2 13 GOLDMAN SACHS 7,356

4 - JP MORGAN 5,446

5 - CREDIT SUISSE 4,500

6 - ROTHSCHILD & CO 4,115

7 7 BARCLAYS 3,378

8 - LAZARD 3,356

9 8 MORGAN STANLEY 1,900

10 6 NUMIS SECURITIES 1,556

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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Page 24 | MarketIQ United Kingdom and Republic of Ireland M&A Review

SummaryThere were 403 M&A and ECM transactions announced in the East of England in the first nine months of 2019, the lowest number recorded for the corresponding time-period within the last five years. This was an 8% drop on the 438 deals announced during Q1-Q3 2018. Despite this, deal values over the same period have seen a rise of 93% year on year, from £9.7bn announced last year to just under £18.9bn confirmed so far in 2019 – four mega deals, some of which are mentioned below being a major instrumental factor. The East of England contributed to 8.1% of the total number of transactions recorded in the UK, while accounting for just over 12% to their total value.

Deals of the YearThe £5bn acquisition (including debt) in February by Berry Global Group, a US manufacturer and distributor of plastic packaging products, through its Maldon-based subsidiary Berry Global International Holdings, of RPC Group, a Northamptonshire-based plastic container manufacturing company, still remains the largest deal recorded in the region during 2019. The second largest largest deal in the region saw an investor buy-out by CK Asset Holdings, a Hong Kong-based property development and investment company, of Greene King, a Suffolk-based pub retailer and brewer, for £4.6bn (also including debt), or 850p per share. Elsewhere, other noteworthy third quarter deals included a £195m Series C fundraising by Cambridge medtech business CMR Surgical, which develops surgical

robots, led by existing investors LGT, Escala Capital Investments, Cambridge Innovation Capital, Watrium and Zhejiang Silk Road Fund as well as new US investors.

IndustryManufacturing (134), wholesale and retail (111) and infocomms (103) were the leading industry sectors by volume in the region for the first nine months of 2019 - these along with education were the only sectors to report an increase in deal volumes (education was up from six to 12). From a value perspective, manufacturing and wholesale and retail saw significant increases of 87% and 95%, respectively.

FundingWhere detailed funding arrangements were disclosed, we recorded 31 deals - approximately 8% of all acquisitive transactions up to and including Q3 - were funded by bank debt. This compares with 41 transactions over the same period last year. HSBC was the leading debt provider in the region, funding nine deals, which included joining Bank of America Merrill Lynch and the Royal Bank of Canada in providing funding for TDR Capital’s buy-out of BCA Marketplace (£1.9bn). Meanwhile, private equity remained active, funding over 20% of all deals (82) within the region in the first nine months; this was a minor drop on last year’s figures, when 93 deals had a private equity element.

East of England

East of England deals2015 – Q3 2019

Number of Deals Value (£M)

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East of England

Date Consideration (£m)

Deal type Target Bidder

08/03/2019 5,000 Acquisition RPC Group Plc, Rushden Berry Global International Holdings Ltd, Maldon

19/08/2019 4,643 IBO Greene King Plc, Bury St Edmunds

CK Noble (UK) Ltd, London

31/05/2019 1,906 IBO BCA Marketplace Plc, Bedford

TDR Capital LLP, London

20/06/2019 1,300 Acquisition Ei Group Plc, Solihull Stonegate Pub Company Holdings Ltd, Luton

26/02/2019 376 Acquisition OMNOVA Solutions Inc, USA

Synthomer Plc, Harlow

17/01/2019 267 Acquisition Telford Homes Plc, Waltham Cross

CBRE Group Inc, USA

03/07/2019 214 Acquisition Newtec Group NV, Belgium

Singapore Technologies Engineering (Europe) Ltd, Stansted

03/07/2019 195 Private Equity CMR Surgical Ltd, Cambridge

11/04/2019 178 Acquisition Audio Network Ltd, Halstead

Entertainment One Ltd, Canada

01/04/2019 150 Private EquityCambridge Innovation Capital Plc, Cambridge

Top ten deals: East of EnglandYTD 2019

AdvisersKBS Corporate has been the most active financial adviser so far in 2019, working on 18 deals in total, followed by MHA Larking Gowen and Ensors, each cited in 14 deals. Rothschild was in pole position in the value table, advising on four transactions with a combined value of just over £10bn. These included two of the largest deals mentioned above, whereby the global financial and investment banking company provided financial advice to Berry Global and Greene King, respectively. Ashurst topped the legal value standings having provided legal advice in four transactions for an aggregate consideration of just over £10.2bn. The highest legal adviser by volume was Mills & Reeve advising on 33 transactions with a recorded value of approximately £70m – some way ahead of the second placed Harrison Clark Rickerbys, having advised on 19 deals.

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Page 26 | MarketIQ United Kingdom and Republic of Ireland M&A Review

East of England

Current rank Previous rank Legal adviser Volume1

1 1 MILLS & REEVE 33

2 - HARRISON CLARK RICKERBYS 19

3 2 BIRKETTS 15

4 3 GATELEY 10

5 9 SHOOSMITHS 9

6 23 TRAVERS SMITH 8

7 5 SQUIRE PATTON BOGGS 8

8 7 EVERSHEDS SUTHERLAND 8

9 - IRWIN MITCHELL 7

10 - FREETHS 7

10 8 ASHTONS LEGAL 7

Legal adviser rankings

Current rank Previous rank Legal adviser Value (£m)

1 2 ASHURST 10,206

2 - BRYAN CAVE LEIGHTON PAISNER 6,906

3 11 LINKLATERS 6,549

4 - CLEARY GOTTLIEB STEEN & HAMILTON 5,000

4 - FRESHFIELDS BRUCKHAUS DERINGER 5,000

6 - NORTON ROSE FULBRIGHT 4,910

7 - SHEARMAN & STERLING 3,206

8 - KIRKLAND & ELLIS 1,300

9 - CMS 1,300

10 - JONES DAY 376

10 - CRAVATH SWAINE & MOORE 376

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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East of England

Financial adviser rankings

Current rank Previous rank Financial adviser Volume1

1 4 KBS CORPORATE 18

2 3 MHA LARKING GOWEN 14

2 7 ENSORS 14

4 5 RSM 13

5 2 GRANT THORNTON 12

6 6 PWC 11

7 21 GOLDMAN SACHS 8

8 - FINNCAP 7

9 23 INVESTEC 6

10 - JDC CORPORATE FINANCE 6

Current rank Previous rank Financial adviser Value (£m)

1 2 ROTHSCHILD & CO 10,005

2 1 GOLDMAN SACHS 9,154

3 - JP MORGAN 7,267

4 - HSBC 6,925

5 - CITIGROUP 5,019

6 - CREDIT SUISSE 5,000

6 - EVERCORE PARTNERS 5,000

6 - WELLS FARGO 5,000

9 - MORGAN STANLEY 2,195

10 - BANK OF AMERICA MERRILL LYNCH 1,906

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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Page 28 | MarketIQ United Kingdom and Republic of Ireland M&A Review

SummaryDeal volumes in the Midlands fell by just over 8% year on year, dropping to 707 from 771 in the first nine months of 2018. Deal values also continued to decline, reaching £11.2bn so far this year, a dip of 42% from the £19.3bn recorded in Q1-Q3 2018. The number of mega deals in the region dropped by 50%, with a corresponding decline of 54% by value. Overall the Midlands accounted for 14.2% of all UK deals but only 7.2% of their total value.

Deals of the YearJuly saw the announcement of the region’s second mega deal of the year. Solihull-based Ei Group, which owns and operates leased and tenanted public houses, agreed a £1.3bn takeover offer from TDR Capital owned Stonegate Pub Company, which also owns the Slug & Lettuce chain. The all-cash offer sees more than 4,000 properties across England and Wales transfer to Stonegate, which has a managed estate of 765 operating outlets. Earlier this year, Ei sold 370 of its properties to Tavern Propco, backed by David Kempner Capital Management, for £348m. In August, Telford-based insurance company ReAssure Group, agreed to acquire Southampton-registered Old Mutual Wealth Life Assurance and its subsidiary Old Mutual Wealth Pensions Trustee, together the UK Heritage business of London-based Quilter, for a total consideration of £425m. The deal sees some 200,000 customers transfer to ReAssure, further consolidating its position in the life and pensions sector in the UK. Also in

August, Warwick-based meat processor Tulip, changed hands for £290m as it agreed to an offer from US-based Pilgrims Pride.

IndustryManufacturing continues to be the Midlands’ most active industry in 2019, with its 214 announced deals representing approximately 30% of the region’s total, although the total value for manufacturing dropped by nearly 60% - from £15.1bn to just over £6bn. Conversely, the wholesale and retail industry saw no change in the number of deals reported but recorded a surge in value, from £3.2bn to £6.4bn. As across most of the UK, nearly all sectors saw a decline in volume, but there was better news on the value front, as several sectors recorded increased values, including construction, real estate, education and hospitality.

FundingWhere funding arrangements were disclosed just under 15% of all Midlands deals were funded at least in part by new bank debt, with HSBC being the most prolific funder in the region, followed by Barclays and Lloyds. Private equity funding accounted for just over 12% of the deals in the region, with LDC being the most active, followed by Enterprise Ventures.

The Midlands

Midlands deals2015 – Q3 2019

Number of Deals Value (£M)

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The Midlands

Date Consideration (£m)

Deal type Target Bidder

08/03/2019 5,000 Acquisition RPC Group Plc, Rushden Berry Global International Holdings Ltd, Malden

18/07/2019 1,300 Acquisition Ei Group Plc, Solihull Stonegate Pub Company Holdings Ltd, registered in Cayman Islands, trading from Luton

05/08/2019 425 Acquisition Old Mutual Wealth Life Assurance Ltd, Southampton

ReAssure Group Plc, Telford

23/05/2019 415 Acquisition A&J Mucklow Group Plc, Halesowen

LondonMetric Property Plc, London

11/01/2019 348 Acquisition Portfolio of 370 Properties from Ei Group Plc, Solihull

Tavern Propco Ltd, Jersey

24/01/2019 293 Acquisition DB Symmetry Group Ltd, registered in London, trading from Northampton

Tritax Symmetry Ltd, Jersey

28/08/2019 290 Acquisition Tulip Ltd, Warwick Pilgrims Pride Corp, USA

03/01/2019 230 Divestment Seven-Star Student Accommodation Facility, Nottingham

10/09/2019 203 IBO BioVectra Inc Private Group Led by HIG Capital LLC

18/04/2019 186 Minority Stake Intu Derby Shopping Centre, Derby

Cale Street Investments LP, Jersey

09/05/2019 155 IPO Watches of Switzerland Group Ltd, Leicester

Top ten deals: The MidlandsYTD 2019

AdvisersGateley has been the busiest legal adviser in the Midlands region so far in 2019 having advised on a total of 45 deals, some way ahead of second placed Browne Jacobson and Harrison Clark Rickerbys each on 32. Ashurst topped the value table with £6.3bn worth of transactions, with Slaughter and May and Bryan Cave Leighton Paisner in joint second on £5bn. RSM just clinched first position in the financial adviser rankings with 27 deals, closely followed by KBS Corporate on 25, and BDO and Numis

Securities each on 22. Goldman Sachs advised on £6.7bn worth of deals, taking the top spot in the value rankings, with Rothschild in second place with £5.5bn, and Evercore Partners slightly behind on £5.4bn, securing it third place.

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Page 30 | MarketIQ United Kingdom and Republic of Ireland M&A Review

The Midlands

Legal adviser rankings

Current rank Previous rank Legal adviser Value (£m)

1 - ASHURST 6,300

2 1 SLAUGHTER AND MAY 5,000

3 - BRYAN CAVE LEIGHTON PAISNER 5,000

4 7 CMS 2,397

5 - KIRKLAND & ELLIS 1,300

6 4 NORTON ROSE FULBRIGHT 422

7 14 ADDLESHAW GODDARD 415

8 - LATHAM & WATKINS 202

9 - SCHOFIELD SWEENEY 98

10 8 EVERSHEDS SUTHERLAND 91

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Current rank Previous rank Legal adviser Volume1

1 1 GATELEY 45

2 5 BROWNE JACOBSON 32

3 22 HARRISON CLARK RICKERBYS 32

4 7 HIGGS & SONS 22

5 4 PINSENT MASONS 20

6 8 IRWIN MITCHELL 19

7 6 FREETHS 18

8 - KNIGHTS 17

9 3 EVERSHEDS SUTHERLAND 15

10 2 MILLS & REEVE 14

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The Midlands

Financial adviser rankings

Current rank Previous rank Financial adviser Volume1

1 6 RSM 27

2 1 KBS CORPORATE 25

3 2 BDO 22

4 5 NUMIS SECURITIES 22

5 11 KPMG 19

6 4 GRANT THORNTON 18

7 7 MAZARS 15

8 15 DELOITTE 9

9 8 SMITH COOPER 9

10 13 PWC 9

Current rank Previous rank Financial adviser Value (£m)

1 - GOLDMAN SACHS 6,657

2 1 ROTHSCHILD & CO 5503

3 - EVERCORE PARTNERS 5425

4 - WELLS FARGO 5,202

5 3 CREDIT SUISSE 5,000

6 10 BDO 818

7 7 NUMIS SECURITIES 573

8 - PEEL HUNT 452

9 - AKUR PARTNERS 321

10 8 LAZARD 293

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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Page 32 | MarketIQ United Kingdom and Republic of Ireland M&A Review

SummaryIn contrast with a majority of the regions this year, there has been a small 2% rise in the number of transactions recorded in the Yorkshire and Humber region; the 462 deals announced had an aggregate consideration of just over £2.8bn – however, the value of those deals were down from the same period in 2018 where 455 deals were recorded for an overall consideration of just over £10.9bn. This represents a fall of 74%. Yorkshire and Humber-based companies were involved in 9.2% of all UK deals up to and including Q3 2019 and contributed 1.8% to their total value.

Deals of the YearYorkshire & Humber has so far yet to record a single deal with a consideration above £1bn during 2019. The biggest transaction saw Australian multinational investment bank and financial services company Macquarie Group acquire Hull-based telecoms firm KCOM Group for £627m. This beat off a rival offer submitted by Universities Superannuation Scheme, a British pension fund, for £589m. Macquarie were also involved in the second biggest deal in the region, after agreeing to take Castleford-based Premier Technical Services Group private in a deal valued at £265m.

IndustryManufacturing (148), wholesale and retail (111) and professional services (108) have maintained their podium positions for industry sectors by volume so far in 2019. There were also spikes in the number of infocomms, health and hospitality transactions, which rose from 58, 26 and 12, to 79, 33 and 18 deals respectively, year on year. The professional services, health and agriculture sectors all returned strong increases in value, with increases of 36%, 130% and 125%, respectively on the corresponding period in 2019.

FundingWhere detailed funding arrangements were disclosed, we recorded 72 deals – approximately 16% of all acquisitive transactions recorded so far in 2019 – that were funded by bank debt. This compares with 81 transactions in Q3, 2018. HSBC (again) was the leading debt provider, funding 20 deals, some way ahead of Barclays, which financed eight transactions. Private equity remained active (71 deals), funding 15% of all the region’s deals this year.

Yorkshire & Humber

Yorkshire & Humber deals2015 – Q3 2019

Number of Deals Value (£M)

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Yorkshire & Humber

Date Consideration (£m)

Deal type Target Bidder

03/06/2019 627 IBO KCom Group Plc, Hull Macquarie Infrastructure and Real Estate Assets (Europe) Ltd, London

20/06/2019 265 Acquisition Premier Technical Services Group Plc, Castleford

Macquarie Group Ltd, Australia

23/09/2019 243 Acquisition Quarry House Office Building, Leeds

Legal & General Group Plc, London

14/08/2019 160 Acquisition Facelift GB Ltd, Hickstead AFI Holdings Ltd, Wakefield

03/09/2019 125 Acquisition MAM Software Group Inc, Barnsley

Kerridge Commercial Systems Ltd, Hungerford

29/07/2019 105 Acquisition Eldon Electric Ltd, Rotherham

nVent Electric plc, Republic of Ireland

31/01/2019 95 IPO DWF Group Ltd (subsidiary of DWF LLP, Leeds)

11/06/2019 94 Acquisition Gamestec Leisure Ltd, Leeds

Inspired Entertainment Inc, USA

20/03/2019 74 Acquisition Regulus Topco Ltd, Aylesbury

SimplyBiz Group Plc, Huddersfield

24/05/2019 70 Growth Capital LNT Care Developments Ltd, Leeds

Top ten deals: Yorkshire & HumberYTD 2019

AdvisersKBS Corporate has been the most active financial adviser up to this point in 2019, having advised on 23 transactions; just ahead of RSM on 19 deals, with Grant Thornton in third place (displaced from their number one position in H1 2019), with 16. Rothschild & Co was the lead financial adviser by value, advising on three transactions totalling £892m. These included participation in the two largest deals within the region - representing KCOM in the biggest deal mentioned above and also Macquarie in its bid to acquire Premier Technical Services. Addleshaw Goddard were top of the legal value standings having provided advice on 16 deals for an aggregate consideration of £987m. The highest legal adviser by volume was Clarion Solicitors, having advised on 29 transactions, edging out Schofield Sweeney in second place (26 deals).

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Yorkshire & Humber

Legal adviser rankings

Current rank Previous rank Legal adviser Volume1

1 1 CLARION SOLICITORS 29

2 - SCHOFIELD SWEENEY 26

3 2 GATELEY 25

4 5 SQUIRE PATTON BOGGS 18

5 18 WARD HADAWAY 17

6 3 ADDLESHAW GODDARD 16

7 9 FREETHS 14

8 10 CMS 13

9 11 GORDONS 13

10 19 MILLS & REEVE 13

Current rank Previous rank Legal adviser Value (£m)

1 9 ADDLESHAW GODDARD 987

2 4 PINSENT MASONS 265

3 3 SQUIRE PATTON BOGGS 247

4 1 CLIFFORD CHANCE 243

5 23 FREETHS 201

6 15 CMS 168

7 - ASB LAW 160

8 5 KIRKLAND & ELLIS 125

9 - SCHOFIELD SWEENEY 111

10 6 SIDLEY AUSTIN 94

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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Yorkshire & Humber

Financial adviser rankings

Current rank Previous rank Financial adviser Volume1

1 5 KBS CORPORATE 23

2 1 RSM 19

3 4 GRANT THORNTON 16

4 7 BDO 11

5 18 MAZARS 10

6 6 KPMG 9

7 13 FINNCAP 9

8 11 DOW SCHOFIELD WATTS 7

9 12 EY 7

10 15 DELOITTE 5

Current rank Previous rank Financial adviser Value (£m)

1 6 ROTHSCHILD & CO 892

2 - BARCLAYS 627

2 - INVESTEC 627

2 22 PEEL HUNT 627

5 19 KPMG 425

6 18 NUMIS SECURITIES 291

7 21 BDO 254

8 - ZEUS CAPITAL 177

9 - DOW SCHOFIELD WATTS 174

10 - DELOITTE 160

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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SummaryThe North West saw a dip of 8% in M&A activity in the year to date, with just under 26% shaved off the total value of deals. 2019 has seen a total of 598 deals worth £4.7bn involving a North West company, compared to 652 deals worth £6.3bn in the same period last year. Mega deals in the region are noticeable only by their absence, as the region failed to see any deals break the £1bn barrier in the first three quarters for the first time since 2008. Overall the North West accounted for just under 12% of all UK deals but only a little around 3% of their total value.

Deals of the YearAugust saw the announcement of the largest deal of the year for the North West, as Cheshire-based Vita Student Management sold a number of student buildings across the UK, including four assets in Manchester, to Deutsche Bank’s asset management arm DWS, for £600m. The deal will allow Vita to scale its growth both domestically and internationally, including its first international scheme in Barcelona. Back in July, Bruntwood SciTech Ltd, which operates a network of innovation districts aimed at companies in the science and technology sector, secured a three-year £185m funding package from Santander, NatWest, HSBC and Lloyds to support its sustainable development and growth in one of the largest real estate debt transactions outside of London this year.

IndustryProfessional services (143 deals) and manufacturing (140 deals) were the most active industries in 2019 to date, with volumes relatively stable in comparison to same period last year. Values across both sectors did fall, with

professional services down 56% and manufacturing by 32% in comparison to 2018’s numbers. Wholesale and retail was the third most active sector, although its performance in terms of volume and value saw a decline of 26% and 60% respectively. Infocomms fared slightly better, with the 111 deals recorded just 3% fewer than in 2018, and up 13% in value.

FundingApproximately 17% of all North West deals in the year to date were funded at least in part by private equity, with Maven Capital Partners being the most active investor. Bank funded deals accounted for 14% of the deals recorded, with HSBC and Barclays being the lenders of choice for the majority of dealmakers in the region.

AdvisersThe title of the North West’s busiest legal adviser in 2019 to date falls to Knights, with the firm having advised on 29 deals in the region so far. In second place was Gateley on 24, followed by Addleshaw Goddard and Slater Heelis each on 21. Addleshaw Goddard topped the value table with £667m, despite seeing the total value of its deals fall as the offer for KCOM Group Plc by the Universities Superannuation Scheme was cancelled in favour of a rival offer from Macquarie. Second position went to Squire Patton Boggs on £662m, with Cravath Swaine & Moore in third place on £527m. Grant Thornton retained top spot as most active financial adviser with 34 deals, followed by Dow Schofield Watts on 20 and KBS Corporate on 17. Rothschild advised on £674m worth of deals, taking first position in the value rankings, followed by Peel Hunt on £396m and Dow Schofield Watts on £256m.

North West

North West deals2015 – Q3 2019

Number of Deals Value (£M)

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North West

Date Consideration (£m)

Deal type Target Bidder

14/08/2019 600 Acquisition Portfolio of Three Office Buildings from Vita Student Management Ltd, Alderley Edge

DWS International GmbH, Germany

19/03/2019 527 Acquisition North American Business of National Titanium Dioxide Co Ltd, Saudi Arabia

INEOS Enterprises Group Ltd, Runcorn

28/06/2019 235 Private Equity LF Logistics Holdings (UK) Ltd, Salford

11/02/2019 233 Acquisition IDology Inc, USA GB Group Plc, Chester

29/04/2019 220 Acquisition Proseal UK Ltd, Adlington John Bean Technologies Corp, USA

26/02/2019 215 Growth Capital Downing Property Services Ltd, Liverpool

09/04/2019 207 Acquisition Fastrac Markets LLC, USA EG Group Ltd, Blackburn

15/07/2019 185 Growth Capital Bruntwood SciTech Ltd, Manchester

06/06/2019 144 Divestment AJ Bell Plc, Manchester

24/01/2019 100 Rights Issue Blue Prism Group Plc, Warrington Inspired Entertainment Inc, USA

18/03/2019 74 Acquisition Footasylum Plc, Rochdale JD Sports Fashion Plc, Bury

Top ten deals: North WestYTD 2019

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North West

Legal adviser rankings

Current rank Previous rank Legal adviser Value (£m)

1 2 ADDLESHAW GODDARD 667

2 15 SQUIRE PATTON BOGGS 662

3 - CRAVATH SWAINE & MOORE 527

4 4 HILL DICKINSON 259

5 - DAC BEACHCROFT 240

6 - GELDARDS 229

7 - DENTONS 220

7 - BAKER & MCKENZIE 220

7 - KOLEY JESSEN PC LLO 220

7 - NORTON ROSE FULBRIGHT 220

7 - SPOTTS FAIN 220

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Current rank Previous rank Legal adviser Volume1

1 - KNIGHTS 29

2 2 GATELEY 24

3 3 ADDLESHAW GODDARD 21

4 15 SLATER HEELIS 21

5 10 DWF 20

6 1 HILL DICKINSON 19

7 5 BRABNERS 18

8 4 NAPTHENS SOLICITORS 18

9 13 SQUIRE PATTON BOGGS 17

10 18 WARD HADAWAY 17

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North West

Financial adviser rankings

Current rank Previous rank Financial adviser Value (£m)

1 6 ROTHSCHILD & CO 674

2 16 PEEL HUNT 396

3 - DOW SCHOFIELD WATTS 256

4 - CROFT & BENDER 233

4 - WILLIAM BLAIR & CO 233

6 - SPINNAKER CORPORATE FINANCE 220

7 9 INVESTEC 203

8 18 GRANT THORNTON 164

9 28 KPMG 159

10 11 NUMIS SECURITIES 154

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Current rank Previous rank Financial adviser Volume1

1 1 GRANT THORNTON 34

2 7 DOW SCHOFIELD WATTS 20

3 4 KBS CORPORATE 17

4 9 KPMG 13

5 3 RSM 13

6 2 BDO 11

7 11 MAZARS 9

8 17 COWGILLS 9

9 19 BENCHMARK INTERNATIONAL 7

10 22 PEEL HUNT 5

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SummarySo far in 2019 we have recorded a total of 248 announced deals with a North Eastern element – the highest year-to-date total we have on record for the region over the last five years and representing a 16% increase on the 2018 YTD total. Despite the strong deal volumes, total value for the announced deals has not followed the same pattern, with the YTD total of £736m being the lowest total over the same five-year period and 73% lower than the £2.7bn recorded at the same point in 2018. Overall the North East accounted for just under 5% of all UK deals and 0.5% of their total value.

Deals of the YearThe largest deal announced in the region so far this year remains the raising of £201m in new debt from HSBC by the Cairn Hotel Group’s Newcastle based Station Hotel at the end of March. This is more than double the region’s second largest deal which was announced in January and saw US based human capital management software company iSolved HCM acquire Sage Group Plc’s payroll outsourcing business, Sage Payroll Solutions, for £78m. Three deals announced in the third quarter of 2019 made it into the top ten, including Durham-based Atom Bank’s July funding round which saw it raise a total of £50m in new growth capital from investors including BBVA, Toscafund, Woodford Patient Capital Trust and Perscitus.

IndustryProfessional services has been the North East’s most active industry so far in 2019 with 49 announced deals, almost 9% more than at the same point last year. Not far behind is the manufacturing industry which has seen 46 deals announced, with the wholesale and retail sector rounding out the top three on 45, despite both manufacturing and wholesale and retail having seen at least a 10% decline in deal volumes year on year. Financial services saw the most money change hands, with deals in this industry totalling £216m.

FundingWhere detailed funding arrangements were disclosed, a total of 47 deals were funded at least in part via bank debt - up from 39 at the same point last year – with HSBC being the most active provider, funding a total of eight deals. Private equity saw the largest year-on-year increase as a source of funding, with it having been involved in 57 transactions (almost 23% of all deals) compared to 36 at the end of Q3 2018. Maven Capital Partners were the most active regional investor, completing seven deals in the North East so far this year.

North East

North East deals2015 – Q3 2019

Number of Deals Value (£M)

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North East

Date Consideration (£m)

Deal type Target Bidder

26/03/2019 201 Growth Capital The Station Hotel (Newcastle) Ltd, Newcastle

15/01/2019 78 Acquisition Sage Payroll Solutions, Newcastle

iSolved HCM LLC, USA

04/03/2019 60 Growth Capital Port of Tyne Authority, South Shields

24/07/2019 50 Private Equity Atom Bank Plc, Durham

30/09/2019 42 Acquisition Portfolio of 284 PRS Development Homes, Sheffield

Grainger Plc, Newcastle

10/01/2019 40 Minority Stake Virgin Money Unit Trust Managers Ltd, Newcastle

Aberdeen Asset Management Plc, Aberdeen

20/03/2019 31 Growth Capital High Street GRP Ltd, Newcastle

07/02/2019 21 Rights Issue Kromek Group Plc, Sedgefield

26/07/2019 20 Acquisition Van Mildert Landlord & Tenant Protection Ltd, Newcastle

Rightmove Plc, Milton Keynes

04/01/2019 20 Rights Issue Northern Venture Trust Plc, Newcastle

Top ten deals: North EastYTD 2019

AdvisersMuckle tops the region’s legal volume table, having advised on 45 transactions so far in 2019, with Ward Hadaway and Watson Burton completing the top three on 41 and 22, respectively. Heading up the legal value table was Addleshaw Goddard, which advised on £203m worth of deals, only just beating Mincoff’s total of £201m. The financial volume table was topped by Clive Owen Corporate Finance, which advised on 15 deals so far, with Grant Thornton in second on 11 after being tied for first in the half year tables. FTI Consulting again retained the number one spot in the value table that it held at the end of Q1 and H1 on £78m, considerably ahead of second placed Ryecroft Glenton’s total of £21m.

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North East

Current rank Previous rank Legal adviser Volume1

1 2 MUCKLE 45

2 1 WARD HADAWAY 41

3 4 WATSON BURTON 22

4 3 MINCOFFS 20

5 5 SQUARE ONE LAW 19

6 6 SINTONS 15

7 7 WOMBLE BOND DICKINSON 11

8 10 ADDLESHAW GODDARD 8

9 11 SWINBURNE MADDISON 8

10 9 EVERSHEDS SUTHERLAND 7

Legal adviser rankings

Current rank Previous rank Legal adviser Value (£m)

1 18 ADDLESHAW GODDARD 203

2 - MINCOFFS 201

3 9 MUCKLE 107

4 15 EVERSHEDS SUTHERLAND 83

5 5 WOMBLE BOND DICKINSON 71

6 - SINTONS 38

7 7 WARD HADAWAY 37

8 - EMW 20

9 - SQUARE ONE LAW 14

10 12 BURGES SALMON 11

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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North East

Financial adviser rankings

Current rank Previous rank Financial adviser Value (£m)

1 - FTI CONSULTING 78

2 - RYECROFT GLENTON 25

3 - CENKOS SECURITIES 21

4 5 PWC 20

5 - NVM PRIVATE EQUITY 20

6 - PEEL HUNT 17

7 12 KPMG 11

8 15 ZEUS CAPITAL 10

9 - BENCHMARK INTERNATIONAL 8

10 - BRABNERS CORPORATE FINANCE 8

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Current rank Previous rank Financial adviser Volume1

1 1 CLIVE OWEN 15

2 4 GRANT THORNTON 11

3 10 RYECROFT GLENTON 7

4 - BDO 6

5 7 KPMG 5

6 6 RSM 5

7 3 MHA TAIT WALKER 4

8 - DOW SCHOFIELD WATTS 4

8 2 UNW 4

10 11 BENCHMARK INTERNATIONAL 2

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Page 44 | MarketIQ United Kingdom and Republic of Ireland M&A Review

SummaryTransaction volumes in Wales have remained steady during 2019, with 152 deals announced for a consideration of £571m – as at Q1 and the half year, the year to date figures by volume were the lowest recorded since 2015, but only a 2% decline year on year. Meanwhile, deal values increased by 9% (up from £523m in 2018). Wales contributed to 3% of the total number of transactions recorded in the UK, while contributing almost 0.4% to their total value.

Deals of the YearThere has been only one deal recorded in the large value segment so far for the region. Cardiff-based Sonovate, a finance and back-office tech provider to recruitment agencies, confirmed a £110m debt and equity finance transaction in September - the funding will be used to advance core product offerings, reach into new markets including Germany, the Netherlands and America and optimise finance for SME and mid-market businesses. The next biggest deal saw US-based Inspired Entertainment, a business-to-business gaming technology company, acquire the Gaming Technology Group of Novomatic UK, a designer and developer of gambling computer games based in Bridgend, for £94m.

IndustryManufacturing (46), wholesale and retail (35) and infocomms (33) were the leading industry sectors by volume in Wales for the first nine months of 2019. At the same time, the health, construction, education and agricultural sectors reported double-digit increases in deal volumes. This was reflected in deal values for the education and health sectors, which reached £53m and £26m (up from £4m and £5m, respectively). There were other notable value increases in the infocomms sector (up from £75m to £172m), financial services (a rise from £85m to £167m) and the arts and entertainment sector which rose from a meagre £5m last year, to £94m so far for 2019.

Funding Where detailed funding arrangements were disclosed, we recorded 26 deals – just over 17% of all acquisitive transactions up to Q3 – that were funded by bank debt. This compares with 28 transactions the previous year. HSBC was the leading debt provider in Wales, funding eight new deals (although the considerations for any of these announcements were not disclosed). Meanwhile, private equity remained active, funding almost 24% of all Welsh deals in the first half (36 deals); this was a fall in percentage terms on last year’s figures, when 25% of deals had a private equity element (39 transactions).

Wales

Wales deals2010 – Q3 2019

Number of Deals Value (£M)

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Wales

Date Consideration (£m)

Deal type Target Bidder

09/09/2019 110 Private Equity Sonovate Ltd, Cardiff

11/06/2019 94 Acquisition Astra Games Ltd, Bridgend

Inspired Entertainment Inc, USA

29/08/2019 57 IPO Brickability Group Plc, Bridgend

05/06/2019 40 Acquisition Nanopharm Ltd, Newport AptarGroup Inc, USA

20/06/2019 38 Acquisition St Michael's School (Bryn) Ltd, Llanelli

Bright Scholar Education Holdings Ltd, China

01/08/2019 25 Acquisition eCompliance Management Solutions Inc, Canada

Alcumus Holdings Ltd, Cardiff

18/02/2019 23 Acquisition Water Treatment Products Holdings Ltd, Newport

Sdiptech AB, Sweden

25/02/2019 20 IPO Proton Partners International Ltd, Cardiff

04/06/2019 18 Divestment Food Store and Llanelli Petrol Filling Station, Llanelli

23/07/2019 14 Rights Issue Renalytix AI Plc, Penarth

Top ten deals: WalesYTD 2019

AdvisersGeldards was the leading legal adviser by volume, advising on nine new deals, whilst Addleshaw Goddard was the best-placed law firm by value having advised on six new deals for an aggregate consideration of £151m – this included representing Inspired Entertainment in the transaction mentioned above. Japanese investment bank Nomura Holdings led the financial value rankings having also participated in the same deal (also on behalf of Inspired Entertainment). RSM edged out Grant Thornton at the top of the financial adviser rankings, having advised on seven new deals for an aggregate consideration of £20m.

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Wales

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Legal adviser rankings

Current rank Previous rank Legal adviser Volume1

1 3 GELDARDS 9

2 1 CAPITAL LAW 8

3 2 GREENAWAY SCOTT 8

4 7 ADDLESHAW GODDARD 6

5 - EVERSHEDS SUTHERLAND 6

6 10 GATELEY 5

7 6 ACUITY LEGAL 5

8 - BURGES SALMON 4

9 - DWF 4

9 19 BERRY SMITH 4

Current rank Previous rank Legal adviser Value (£m)

1 - ADDLESHAW GODDARD 151

2 - SIDLEY AUSTIN 94

3 - BURGES SALMON 42

4 - TRAVERS SMITH 40

5 - SHAKESPEARE MARTINEAU 38

5 - VEALE WASBROUGH VIZARDS 38

7 - GATELEY 26

8 - STIKEMAN ELLIOTT 25

8 - WALKER MORRIS 25

10 - DLA PIPER 23

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Wales

Current rank Previous rank Financial adviser Volume1

1 2 RSM 7

2 12 GRANT THORNTON 6

3 9 BDO 5

4 3 GAMBIT CORPORATE FINANCE 5

5 - PWC 5

5 - BALDWINS 5

5 7 KBS CORPORATE 5

8 6 VERDE CORPORATE FINANCE 4

8 8 EY 4

10 4 CENKOS SECURITIES 2

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Financial adviser rankings

Current rank Previous rank Financial adviser Value (£m)

1 - NOMURA HOLDINGS 94

2 21 GRANT THORNTON 90

3 3 CENKOS SECURITIES 63

4 5 BDO 51

5 8 ALANTRA 24

6 - RSM 20

7 - STIFEL/KBW 14

9 24 ARDEN PARTNERS 10

10 - INVESTEC 10

10 - JAMES & UZZELL 10

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Page 48 | MarketIQ United Kingdom and Republic of Ireland M&A Review

SummaryScottish M&A activity continued to decline, with the number of deals logged between July and September the lowest quarterly figure recorded in the last ten years. In the year to date, the 421 deals announced were 28% fewer than the 581 announced in the same period last year. Deal values also declined, with the £7bn of transactions in 2019 just over 38% less in value than the £11.3bn registered in 2018 - perhaps a sign of cautiousness amongst Scottish dealmakers creeping in ahead of the UK’s withdrawal from the EU. Scotland accounted for 4.5% of all UK deal values and 8.4% of deal volumes.

Deals of the YearThe largest deal recorded in the third quarter was the sale by Perth-based SSE of its household energy business to Bristol’s OVO Energy, in a deal valued at £500m. The transaction will ensure that SSE is well placed to focus on delivering the low carbon infrastructure needed to help the UK reach net zero emissions. Elsewhere, Aberdeen-based John Wood Group announced the sale of its nuclear operations to Jacobs Engineering Group of the USA, for £250m, a multiple of 12.4x based on 2018 EBITDA of £20.2m. The sale of the nuclear business is the latest in a string of divestments by the Wood Group and will enable the group to make significant progress towards achieving its target leverage policy.

IndustryFinancial services again topped the industry table as the most active sector for M&A activity in Scotland, with a total of 252 recorded deals. Manufacturing was the second most active sector for this reporting period, represented by 60 deals worth £4.3bn. Professional services, infocomms and the wholesale and retail sector were the next most active. All industry sectors recorded a notable decline in volume on the previous reporting period, with the exception of the utilities sector, which was up by 45%, no doubt due to the sale by SSE of its household energy business and its Stronelairg and Dunmaglass wind farms earlier in the year.

Funding Where detailed funding arrangements were disclosed, just under 4% of all acquisitive transactions in 2019 to date were funded by bank debt, with the traditional high street lenders continuing to support Scottish companies keen to expand their business operations. Just over 10% of deals were funded by private equity, with two of the top ten deals recorded for the year to date securing investment from overseas private equity firms.

Scotland

Scotland deals2015 – Q3 2019

Number of Deals Value (£M)

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Scotland

Date Consideration (£m)

Deal type Target Bidder

30/05/2019 1,573 Acquisition Chevron North Sea Ltd, London

Ithaca Energy (UK) Ltd, Aberdeen

16/05/2019 1,384 IBO Howden Group Ltd, Renfrew

KPS Capital Partners

08/01/2019 642 Acquisition Faroe Petroleum Plc, Aberdeen

DNO ASA, Norway

13/09/2019 500 Acquisition SSE Energy Services Business of SSE Plc, Perth

OVO Energy Ltd, Bristol

01/02/2019 452 Acquisition Stronelairg and Dunmaglass Wind Farms, from SSE Plc, Perth

Greencoat UK Wind Plc, London

25/02/2019 275 IBO Flow Control Division of Weir Group, Glasgow

First Reserve

20/08/2019 250 Acquisition Nuclear Business of John Wood Group Plc, Aberdeen

Jacobs Engineering Group Inc, USA

19/09/2019 221 Acquisition Mexico Operations of Petrofac Ltd, London

Perenco (Oil & Gas) International Ltd, Edinburgh

01/02/2019 183 Acquisition Stronelairg and Dunmaglass Wind Farms, from SSE Plc, Perth

Greencoat Capital LLP, London

20/09/2019 107 Acquisition Low & Bonar Plc, registered in Dundee

FV Beteiligungs GmbH, Germany

Top ten deals: ScotlandYTD 2019

AdvisersCMS retained top position as most active legal adviser in 2019 to date, having advised on 11 deals, worth £687m, including sell-side advice for SSE on the sale of its Stronelairg and Dunmaglass wind farms to Greencoat UK for £635m. Addleshaw Goddard took second place with nine deals, followed by Pinsent Masons on seven. Latham & Watkins topped the value tables, followed by Baker Botts, Kirkland & Ellis and Paul Weiss in joint second place by virtue of their roles on the acquisition of Howden Group by New York private equity firm KPS Capital Partners. RSM and KBS each advised on 11 deals,

followed by BDO on eight to take third position in the financial adviser rankings by volume. The value rankings were led by JP Morgan, followed by Morgan Stanley in second place and Rothschild in third.

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Page 50 | MarketIQ United Kingdom and Republic of Ireland M&A Review

Scotland

Legal adviser rankings

Current rank Previous rank Legal adviser Volume1

1 1 CMS 11

2 2 ADDLESHAW GODDARD 9

3 3 PINSENT MASONS 7

4 9 DWF 6

5 - BROWNE JACOBSON 5

6 6 EVERSHEDS SUTHERLAND 4

7 - WARD HADAWAY 4

8 - WOMBLE BOND DICKINSON 3

9 7 BRODIES 3

10 16 DENTONS 3

Current rank Previous rank Legal adviser Value (£m)

1 - LATHAM & WATKINS 1,573

2 - BAKER BOTTS 1,384

3 - KIRKLAND & ELLIS 1,384

4 - PAUL WEISS RIFKIND WHARTON & GARRISON 1,384

5 1 CMS 687

6 18 ASHURST 642

6 20 K&L GATES 642

8 22 EVERSHEDS SUTHERLAND 484

9 - HERBERT SMITH FREEHILLS 275

10 - PAUL HASTINGS 250

10 4 SLAUGHTER AND MAY 250

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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Scotland

Financial adviser rankings

Current rank Previous rank Financial adviser Volume1

1 6 RSM 11

2 3 KBS CORPORATE 11

3 1 BDO 8

4 - ROTHSCHILD & CO 6

5 8 MAZARS 5

6 9 PWC 4

7 11 CENKOS SECURITIES 4

8 - JP MORGAN 3

9 - CANACCORD GENUITY 3

10 - INSTINCTIF PARTNERS 3

Current rank Previous rank Financial adviser Value (£m)

1 - JP MORGAN 2,963

2 - MORGAN STANLEY 2,073

3 11 ROTHSCHILD & CO 1,688

4 5 GOLDMAN SACHS 1,659

5 - BARCLAYS 1,384

5 2 BNP PARIBAS 1,384

5 17 RBC CAPITAL MARKETS 1,384

8 - FTI CONSULTING 709

9 - BMO CAPITAL MARKETS 674

10 13 LAMBERT ENERGY ADVISORY 642

10 13 PARETO SECURITIES 642

10 - STIFEL/KBW 642

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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SummaryNorthern Irish businesses have belied the wider trend for declining activity so far in 2019, pushing ahead with growth plans to see transaction volume increase considerably year on year - despite a slow down in Q3. In all, Experian recorded 175 deals during the first nine months of the year, up by 14% from the 153 carried out during Q1-Q3 2018 and by 11% on the same period of 2017 (157 deals). Smaller transactions predominated, with a 20% upturn in the £500,000 to £10m value segment, while mid-market and larger deals were scarce – there have been no deals with a recorded value of more than £100m so far this year, compared to six at this point in 2018. Unsurprisingly, the dearth of activity at the higher-value end of the market has seen the total value of Northern Irish transactions slump – to just £310m for the year to date, down from £1.9bn during YTD 2018. Companies based in Northern Ireland were involved in 3.5% of all UK deals, while contributing 0.2% to their total value.

Deals of the YearNorthern Ireland’s biggest deals centred around the renewable energy, food and infocomms sectors, and included the £77m purchase by Gore Street Energy Storage Fund of a 160MW portfolio of energy storage projects in Northern Ireland and the Republic, along with Italian wind power firm ERG’s £37m deal to acquire Craiggore Wind Farm. In Q3, we saw Armagh-based agrifood co-operative Fane Valley acquire Robert Smyth & Sons, an animal feed manufacturing business for £16m and Reading information management software supplier Idox’s £7m swoop on Belfast firm Tascomi, which supplies software into local authorities and civil service offices across the UK and Ireland.

IndustryFinancial services remained Northern Ireland’s busiest sector for deal activity in 2019, with a flurry of share issues by Belfast-registered investor Capital Gearing Trust pushing transactions up by 58% year on year; the renewable energy sector was worth approximately £114m, accounting for more than a third of total deal value. Manufacturing and infocomms were next most active, with 36 and 32 deals respectively, and both saw deal volume increase, and in the case of the increasingly fertile infocomms sector, boom, with a 78% upturn on YTD 2019. Notable deals here included the AIM listing of Belfast data analytics business Diaceutics, a bright spot in what has been a subdued year on the London markets that saw the company raise £17m via the placing of shares representing 32% of its share capital on admission.

Northern Ireland

Northern Ireland deals2015 – Q3 2019

Number of Deals Value (£M)

0

10

20

30

40

50

60

70

80

90

100

0

200

400

600

800

1000

1200

1400

1600

Q1

Q2

Q3

Q4

2015

Q1

Q2

Q3

Q4

2016

Q1

Q2

Q3

Q4

2017

Q1

Q2

Q3

Q4

2018

Q1

Q2

Q3

2019

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Northern Ireland

Date Consideration (£m)

Deal type Target Bidder

05/06/2019 77 IBO Drumkee Energy Ltd, Drumkee

Gore Street Energy Storage Fund

02/05/2019 37 Acquisition Craiggore Wind Farm, Larne

ERG UK Holding Ltd, Edinburgh

05/03/2019 17 Private Equity Lynn's Country Foods Ltd, Downpatrick

07/03/2019 17 IPO Diaceutics Plc, Belfast

03/07/2019 16 Acquisition Robert Smyth & Sons (Strabane & Donegal) Ltd, Republic of Ireland

Fane Valley Co-Operative Society Ltd, Armagh

28/02/2019 13 Private Equity Wirefox Castle Ltd, Holywood

04/03/2019 12 Acquisition JW Kane Precision Engineering Ltd, Craigavon

Singapore Aerospace Manufacturing Pte Ltd, Singapore

05/02/2019 10 Acquisition Foodco NI Ltd, Lisburn Henderson Foodservice Ltd, Newtownabbey

21/02/2019 7 Growth Capital N & R Devine Ltd, Strabane

31/07/2019 7 Acquisition Tascomi Ltd, Belfast Idox Plc, Reading

Top ten deals: Northern IrelandYTD 2019

FundingWith smaller deals providing the bulk of Northern Irish deal volume over the year to date, detailed information regarding the funding of transactions is often unavailable. Where disclosed, we recorded ten deals that were financed using new bank debt and 45 with private equity backing. First Trust Bank and Ulster Bank were the leading providers of debt finance with three deals apiece, while Invest Northern Ireland were the leading investment outfit, with 17 deals so far this year.

AdvisersBelfast-based Tughans was Northern Ireland’s busiest law firm by deal volume, working on 35 deals in 2019 to date, with Carson McDowell (23 deals) and A&L Goodbody (22) making up the top three. Carson McDowell topped the value table, bagging a role on deals worth £114m. Meanwhile HNH Partners worked on 11 transactions to head the financial rankings by volume; HNH’s deals had a recorded value of £48m, placing the firm just behind KPMG’s £77m worth of deals in the value table.

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Northern Ireland

Current rank Previous rank Legal adviser Volume1

1 1 TUGHANS 35

2 3 CARSON MCDOWELL 23

3 2 A&L GOODBODY 22

4 8 DAVIDSON MCDONNELL 12

5 4 MILLS SELIG 10

6 6 PINSENT MASONS 8

7 12 TLT 5

8 5 MILLAR MCCALL WYLIE 5

9 7 ARTHUR COX 4

10 - KEYSTONE LAW 3

Legal adviser rankings

Current rank Previous rank Legal adviser Value (£m)

1 6 CARSON MCDOWELL 114

2 - MCCANN FITZGERALD 77

3 2 TUGHANS 39

4 - WOMBLE BOND DICKINSON 37

5 1 A&L GOODBODY 26

6 - DAVIDSON MCDONNELL 22

7 7 ARTHUR COX 17

8 3 PINSENT MASONS 7

9 - MILLS & REEVE 5

10 - TLT 4

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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Northern Ireland

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

Financial adviser rankings

Current rank Previous rank Financial adviser Volume1

1 4 HNH PARTNERS 11

2 - RSM 4

3 3 GRANT THORNTON 3

4 - BENCHMARK INTERNATIONAL 3

4 2 EY 3

6 - KPMG 2

7 6 BDO 2

8 - PHILIP HARE ASSOCIATES 2

9 8 KEENAN CF 2

10 9 CENKOS SECURITIES 1

Current rank Previous rank Financial adviser Value (£m)

1 - KPMG 77

2 9 HNH PARTNERS 48

3 3 CENKOS SECURITIES 17

4 13 BDO 10

5 - CANACCORD GENUITY 4

6 - PHILIP HARE ASSOCIATES 3

7 10 GRANT THORNTON 1

8 11 WHITMAN HOWARD 1

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SummaryThe Republic of Ireland has followed the global trend for falling deal activity in 2019, and after an acceleration in Q2, the third quarter was the quietest we’ve seen for several years. In all, there have been 279 transactions announced involving an Irish company over the first nine months of the year, a decline of 17% from the 336 deals carried out over the same period of 2018. This was the lowest comparable figure on Experian record since Q1-Q3 2013 - volumes were down across the board, but most noticeably in the mid-market, which saw a 24% drop year on year. Meanwhile the total value of Irish M&A remains relatively high at €72bn, down from €80bn during YTD 2018 but comfortably higher than the figures recorded over the two preceding years. Both figures were inflated by massive single transactions in the pharmaceutical sector – this time, big US player Abbvie’s €55bn deal to acquire Irish-domiciled Allergan, the firm behind Botox and other drugs, led the way.

Deals of the YearMoving on from June’s Abbvie / Allergan combination, notable third quarter deals included the €1.6bn buy-out of the European plumbing and heating distribution business of building materials merchant CRH by private equity house Blackstone, representing the biggest buy-out involving an Irish firm in almost a decade. Perennially acquisitive CRH intends to use the funds in support of future purchases and to finance its share buyback programme. Elsewhere, HPREF Dublin Office Bidco Ltd, a subsidiary of UK private equity firm Henderson Park, agreed to take Green REIT - notable as Ireland’s first ever real estate investment trust - off the London Stock Exchange in a €1.3bn transaction.

IndustryThe Republic of Ireland’s infocomms industry has been a key source of deal activity in 2019 and was one of only two sectors to see an increase in volume on a year on year basis. Infocomms deals pushed the manufacturing sector into second place with 90 deals in total (up 12.5% on YTD 2018, where 80 deals were announced). One third quarter deal saw Spanish telco Cellnex acquire Dublin wireless infrastructure company Cignal Infrastructure for €210m, providing an exit for private equity backer InfraVia. The property sector also saw deal activity grow, by 19% in volume terms and by a whopping 192% in value, boosted by the Green REIT buyout alongside several investments in residential portfolios – the biggest of which saw Irish Residential Properties REIT acquire 815 units across Dublin and Cork for €285m.

Republic of Ireland

Republic of Ireland deals2015 – Q3 2019

Number of Deals Value (€M)

0

20

40

60

80

100

120

140

0

10000

20000

30000

40000

50000

60000

70000

80000

Q1

Q2

Q3

Q4

2015

Q1

Q2

Q3

Q4

2016

Q1

Q2

Q3

Q4

2017

Q1

Q2

Q3

Q4

2018

Q1

Q2

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Republic of Ireland

Date Consideration (€m)

Deal type Target Bidder

25/06/2019 55,000 Acquisition Allergan Plc, Dublin AbbVie Inc, USA

16/07/2019 1,640 IBO CRH Europe Distribution business, Dublin

Blackstone Group

14/08/2019 1,340 IBO Green REIT Plc, Dublin HPREF Dublin Office Bidco Ltd, Dublin

11/02/2019 1,300 Acquisition Accudyne Industries LLC, USA

Ingersoll-Rand Plc, Dublin

31/03/2019 1,068 Acquisition MG LLC, USA Willis Towers Watson Plc, Dublin

22/07/2019 853 Acquisition Souriau SAS, France Eaton Corp Plc, Dublin

09/05/2019 664 Acquisition Ranir Global Holdings LLC, USA

Perrigo Co Plc, Dublin

12/08/2019 301 Acquisition Cavion Inc, USA Jazz Pharmaceuticals Plc, Dublin

13/06/2019 285 Acquisition Portfolio of 815 Residential Units

Irish Residential Properties REIT Plc, Dublin

23/08/2019 261 Acquisition Castlehaven Investment Finance DAC and Castlehaven Property Finance DAC, Dublin

GL Castlehaven SARL, Luxembourg

Top ten deals: Republic of IrelandYTD 2019

FundingWhere granular transaction information was disclosed, our figures reveal that 43% of all Irish considerations were satisfied in cash, and that around 20% were funded by newly agreed bank financing. Ulster Bank was the most active debt provider. Meanwhile there were 63 deals with a private equity element to their funding, up from 54 during the same period of 2018, with the number of both early-stage venture capital investments and outright investor buy-outs on the rise, despite falling activity overall. Irish investment syndicate Irrus Investments has been the most active investor so far this year with six deals, followed by Enterprise Ireland and ACT Venture Capital, each of which funded four transactions.

AdvisersThere was a new face at the top of the legal volume rankings. Dublin law firm Flynn O’Driscoll worked on 36, predominately small to mid-market deals during the first three quarters of 2019 to head the table, with Arthur Cox (35 deals) and A&L Goodbody (33) making up a competitive top three. Arthur Cox and A&L Goodbody were one and two in the value table, each with a role in Allergan’s multi-billion-euro takeover by Abbvie. Davy advised on ten deals to head the financial volume table ahead of PwC (eight deals) and Goldman Sachs (six), while Morgan Stanley, JP Morgan and PJT Partners each worked on deals worth almost €60bn to lead the value table.

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Republic of Ireland

Legal adviser rankings

Current rank Previous rank Legal adviser Volume1

1 4 FLYNN O'DRISCOLL 36

2 2 ARTHUR COX 35

3 1 A&L GOODBODY 33

4 6 WILLIAM FRY 21

5 5 EVERSHEDS SUTHERLAND 11

6 3 MCCANN FITZGERALD 10

7 21 BYRNEWALLACE 10

8 18 KIRKLAND & ELLIS 5

9 17 LATHAM & WATKINS 5

10 13 CARSON MCDOWELL 5

Current rank Previous rank Legal adviser Value (€m)

1 1 ARTHUR COX 61,176

2 4 A&L GOODBODY 60,493

3 16 KIRKLAND & ELLIS 59,382

4 6 DAVIS POLK & WARDWELL 58,718

5 14 WEIL GOTSHAL & MANGES 58,563

6 - DEBEVOISE & PLIMPTON 58,487

7 12 MCCANN FITZGERALD 57,667

8 9 SLAUGHTER AND MAY 57,484

9 - WACHTELL LIPTON ROSEN & KATZ 57,419

10 17 CLIFFORD CHANCE 1,975

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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Republic of Ireland

Financial adviser rankings

Current rank Previous rank Financial adviser Volume1

1 1 DAVY 10

2 4 PWC 8

3 8 GOLDMAN SACHS 6

4 3 MORGAN STANLEY 4

5 14 RBC CAPITAL MARKETS 4

6 - FINNCAP 4

7 30 RSM 4

8 - WILLIAM BLAIR & CO 3

9 - HOULIHAN LOKEY 3

10 11 GRANT THORNTON 3

Current rank Previous rank Financial adviser Value (€m)

1 1 MORGAN STANLEY 58,987

2 - JP MORGAN 58,867

3 - PJT PARTNERS 57,419

4 2 GOLDMAN SACHS 2,657

5 - WELLS FARGO 1,683

6 15 DAVY 1,632

7 - EASTDIL SECURED 1,448

8 - WILLIAM BLAIR & CO 664

9 - SOCIETE GENERALE 368

10 - MTS HEALTH PARTNERS 301

10 - PILOT HEALTH ADVISORS 301

9 11 MOELIS & CO 241

1 Where two advisers are tied, transaction deal values will constitute which of the advisers are ranked higher.

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Appendix

• This document was compiled using data from Experian MarketIQ, which reveals new layers of market insight by combining Corpfin's global M&A database with comprehensive Companies House data and our market leading business, financial and risk databases – all on a single platform.

• These tables are based on mergers & acquisitions (M&A) and equity capital market (ECM) transactions announced between the dates of January 1st, 2019 and September 30th, 2019. Previous rankings are based on information held on MarketIQ at the date on which the report was compiled.

• The minimum deal value for inclusion is £500,000, unless otherwise stated. For the purposes of this report, small deals are worth between £500,000 and £10m, mid-market deals between £10m and £100m, large deals £100m to £1bn and mega transactions £1bn and above.

• Where all aspects of a deal are confidential, the transaction will not be added to our database until this information can be disclosed. As such, transactions that are entirely confidential will not be eligible for inclusion in League Tables and Quarterly Reports. Where the value of a transaction is confidential it does not count towards value rankings.

• Deals are attributed to regions based on the address of target or bidder companies as registered at the UK’s Companies House or the Republic of Ireland’s Companies Registration Office. Should a company’s principal place of business differ from its registered location, we will also attribute the deal to the region of its principal trading address.

• League Tables are based on the volume and value of legal or financial advisory services (including due diligence and certain consultancy services) provided to the target, bidder, vendor, debt or equity provider, shareholders, directors, management or other parties to a deal. League Tables exclude rumoured, cancelled, withdrawn or lapsed deals. Where advisory firms have advised on the same volume of deals, the aggregate value of transactions is used to determine their rank.

• Irish deal values are based on an exchange rate of £1 = €1.16.

• This publication was compiled on October 18th, 2019. Experian believes that the information it provides was obtained from reliable sources but does not guarantee its accuracy. Since our records are updated daily, transaction data and League Table rankings may vary between publications.

For further information on Experian League Tables, inclusion criteria, deal submissions or quarterly updates, please contact:

Jane Turner, Research Manager Tel: +44 7527 462089 • Email: [email protected]

For inclusion in Full Year League Tables, please send all submissions to us by December 10th. For bulk listings, please send by December 1st to allow adequate processing time.

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Deal Proforma

Name of firm supplying information Client name

Companies Name Location Type of business

Target

Bidder

Date Announced DD / MM / YYYY Consideration (millions)

Date Completed DD / MM / YYYY

Deal Description Consideration satisfied by

Company Share Issue High Street Bank

Existing Resources Merchant Bank

Mezzanine Finance Vendor Placing

Other Companies Venture Capital

Type of deal

Acquisition Exit Management Buy-out Receivership Restructuring

Demerger Flotation Management Buy-in/Buy-out Reverse Takeover

Development Capital Investor Buy-in Merger Rights/Other issue

Disposal Investor Buy-out Minority Stake Secondary Buy-out

Employee Buy-in Leveraged Buy-out Public to Private Share Buy-back

Employee Buy-out Management Buy-in Reconstruction Start-up

Advisors: please supply all advisors, noting for whom they acted and in what capacity

Advisor + office Team (individuals) Client Role

Funding: please supply all investors

Investor + office Debt/equity Team (individuals) Client

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About Experian MarketIQ

How can we help you?

Experian MarketIQ reveals new layers of market insight by combining Corpfin’s global M&A database with comprehensive Companies House data and our market leading business, financial and risk databases – all on a single platform. This enables you to be even better informed, even more confident in your decisions, and ready to make the most of all opportunities the moment they arise.

Experian MarketIQ provides the broadest and deepest source of corporate, deal, company, financial and business information on a single, accessible and easy-to-use platform. It helps to keep you one step ahead of your competitors and so make the most of more opportunities.

Find out about our bespoke solutions tailored to your firm at our website: www.experian.co.uk/marketiq

Be better informed Be the first to know what is happening in your existing markets or in new areas that you are looking to exploit.

Have more confidence

Be certain that the advice you are giving, or the decisions you are taking, are based on the most complete and up-to-date information.

Create more opportunities

Proactively target new clients or new business contacts using unique combinations of datasets.

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© Experian 2019.

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