Rebuilding a wall of wooden blocks

Restructuring, reorganisations & demergers

There are many reasons why a company may wish to restructure its share capital or ownership structure, whether that be as part of a future sale strategy or to facilitate additional funding coming into the business. Our corporate team has experience of helping clients on a wide range of different solutions in order to implement their strategic aims.

Good planning and a thorough approach are essential to the execution of any form of company restructuring or reorganisation and in conjunction with your tax and accounting advisers, we will ensure that your aims are met in a cost effective and efficient manner.

Whilst it may be tempting to believe you can save costs by involving lawyers as late as possible, it often proves to be a false economy when restructuring a business. We would therefore urge you to contact us as soon as possible if you are considering taking this course of action.

Our corporate lawyers regularly advise on:

  • Demergers
  • Solvent schemes of arrangement
  • Share capital buy back
  • Intra-group reorganisations
  • Refinancings

Some of our recent transactions

Demerger of Sitec Holdings Limited

Our client, a family-owned engineering firm, instructed us to carry out a complex reorganisation, encompassing a full reorganisation of the entire group and a shareholder exit. This was complicated by the fact that, owing to the impending end of the tax year and a change in certain tax rules, completion was required within a fortnight of receipt of first instructions.

The group conducted two distinct businesses. The aim of the project was to separate these two businesses into two separate groups, albeit owned by common shareholders. The challenge was that these businesses had been operated through various subsidiaries, and assets were not easily separated. Hence, a precise and intricate reorganisation was required in the first instance, before carrying out a statutory demerger, using indirect dividends involving the shareholders and newly-incorporated vehicles.

Our first priority was to develop a comprehensive steps plan and documents list. This was achieved through a series of phone calls with the client and their financial and taxation advisers. Upon finalisation, it was clear that the seven intricate steps required well over 100 documents to conclude the project. Using personnel at all levels in the corporate team, and working across three offices, the documents were drafted and finalised with a day to spare. We then attended the client to talk them through each step and assist with signing the documents off, concluding the project with a comprehensive record folder of all documentation.

Refinancing of Extra MSA Group

The motorway service area group Extra successfully refinanced its £180m debt facility by issuing £220m secured ten year bonds, allowing them to return funds to the equity holders and support the future growth of the business.

The Clarke Willmott Corporate team led the transaction through co-ordinating and negotiating the terms of the bond documents with the Investor’s legal counsel. The team have been instructed by the Extra MSA Group in relation to several multi-million pound investments over the last few years with the largest being the acquisition of the 18 motorway service areas in the UK with a total transaction value in excess of £600m.

Extra has a portfolio of nine motorway service areas around the UK delivers in excess of £23m annually. The company owns 18 motorway service areas in total which provide a mix of retail and leisure facilities and employ over 300 staff to serve more than 800,000 vehicles per week.

Contact a corporate lawyer

If you would like to find out more about how our Corporate team can support your business, please contact one of our lawyers directly or by calling 0800 652 8025. Please click here to see contact details for our Corporate partners.

Clarke Willmott has offices in Birmingham, Bristol, Cardiff, London, Manchester, Southampton and Taunton. We provide corporate legal advice both to businesses located within the UK and internationally.