This article was produced by Nabarro LLP, which joined CMS on 1 May 2017.
Nabarro has advised new client, multimedia producer Ten Alps plc, which was founded by Bob Geldof, on its recent acquisition of Reef Television Ltd (which constituted a reverse takeover) for a total consideration of approximately £5m with an associated £4.5m fundraise. The consideration for the acquisition has been structured as an initial £2m payment with deferred consideration payable in cash and shares over the course of three years.
In addition, Ten Alps has restructured its debt obligations through a waiver and repayment of outstanding interest and principal, and the conversion of certain outstanding obligations into ordinary and preference shares. The transaction is conditional on shareholder approval at Ten Alps’ general meeting on 10 July 2015. This is the first step in a plan to develop Ten Alps under the leadership of CEO, Mark Wood, the former chief executive of Future plc and ITN, who was appointed recently. As part of this transaction, Luke Johnson and Johnny Goodwin will be joining the board as non-executive directors.
The Nabarro team was led by Corporate partner Iain Newman, assisted by senior associate Philippa Chatterton, associates Alya Randell-Khan and Elliot Jackson and trainees Nikki Kalamis and Stefanie Day from the Corporate group. Real Estate partner Marie Scott, Employment senior associate Sarah Gill and associate Louise Millington, Tax partner Graham Muir and associates Andrew Brooker and Dilpa Raval, IP associates Rebecca Day and Juma Weeks and Pensions senior associate Jayne Firth were also involved. The vendors were advised by Simon Muirhead and Burton.
Iain Newman, partner and head of Corporate at Nabarro said:
“This was an interesting and complex transaction with a lot of moving parts. The team involved worked well together to get it over the line, despite the numerous challenges encountered along the way. It was great to assist Mark and his team on their first step in the transformation of the business. We look forward to working with them on many deals in the future.”
Mark Wood, CEO of Ten Alps plc, commented:
“We couldn’t have achieved this successful step in our plans for the business without the help of Iain and Philippa and the Nabarro team : we were reassured that we were in safe hands through a challenging transaction.”