Fladgate LLP

Following a tumultuous period within the MJ Hudson group, a multi-disciplinary asset management services provider, we assisted Khepri Limited on its acquisition of the group’s UK fund management solutions business by way of a management buy-out. With private capital at the core of our DNA, we understand that fluid growth needs dynamic legal advice. So, when Khepri called on us to guide them through this fast-moving and complex transaction, our team were more than ready to step up to the plate. Will Roxburgh, who has managed the business since 2014, managed to negotiate and agree a buy-out of the business with the backing of an experienced private investor. The transaction required collaboration across a number of different specialist practice areas, as it involved both the purchase of the business and the investment (which took the form of a loan and a share subscription), as well as complex tax, regulatory and commercial issues. Led by Jamie Hamilton, we mobilised a team with Matthew Akehurst, Ravi Goonesena, Misha Chapman and India-Rose May from our Corporate team; Kate Troup offering advice from a financial services and regulatory perspective; Hamilton Forrest providing tax advice; Daniel King and Eddie Powell weighing in on commercial issues; and Luke Morris and Victoria Brownell advising on the loan elements of the transaction. The deal, whilst exciting, required careful navigation to avoid the various hazards and challenges at play. Completion of the deal was subject to FCA approval and so the team had to closely consider the FCA’s requirements when drafting the various documents and try to avoid potential pitfalls which would result in the FCA blocking the deal. The MJ Hudson group was also facing increasing external pressure and public scrutiny, so much so that both the CEO and the auditor stepped down as the deal was progressing. This meant that we had to negotiate complex documents under tight timeframes, to avoid further damage to the image and client relationships of the business. We are proud to have assisted on this deal, which enabled Khepri to preserve jobs and deliver an uninterrupted service to its clients. Jamie commented: “Khepri has an impressive team who have built a successful fund and regulatory services business. We are delighted to have been able to help them on this significant next step of their journey and look forward to seeing their progress”. Will Roxburgh, Managing Partner at Khepri, added: “I approached Fladgate before I had a capital backer or agreed terms. Jamie and the team displayed confidence in my ability to deliver and were incredibly supportive throughout what was a highly complicated environment with a lot of moving parts. Their advice was commercial and measured, they approached everything with a can-do attitude, and I would highly recommend them.”

We recently advised long-standing client Brand K Group (Kartell UK Ltd.) on its seven-figure acquisition of Paladin Radiators. Bedford-based Brand K Group is one of the largest suppliers of radiators, designer towel warmers and bathroom equipment in the UK, selling to independent merchants and showroom curators across the country. Ravi Goonesena and Cem Usten from Fladgate’s corporate team have acted for Brand K since its inception, supporting it on its acquisitions of a number of UK-based manufacturers and helping it grow into the £163m revenue business it is today. Its acquisition of Paladin Radiators, a leading independent producer of traditional cast iron radiators, is the seventh for Brand K in the past five years, taking it a step forward towards its ambition to become the UK’s leading supplier of HVAC and bathroom materials. Paladin will continue to operate under its existing brand and grow under the leadership of current shareholders Dean Chughtai and Gareth Charles. The team advising Brand K Group was led by Ravi Goonesena, supported by Cem Usten, Alex Haffner, John Forde, Luke Morris, Mike Tremeer, Nathan Carter-Smith, Amit Patel, Sherrine Attzs and Helena McElroy. Cortus Advisory Group provided financial due diligence and Dow Schofield Watts provided corporate finance advice. Alex Norford, CEO of Brand K Group (Kartell UK Ltd.), shared his thoughts on the deal: Paladin is a business that combines the best of traditional design and innovation in a single product range: we’re looking forward to helping them continue their growth story. Harry Walker from Dow Schofield Watts added that: this was the seventh acquisition deal I have been involved in with Brand K, and Brand K has gone from being a start-up to one of the largest suppliers in the UK, and its acquisition strategy has been a key part of its growth story. It was great to work with Ravi Goonesena and Cem Usten of Fladgate once again to get another matter over the line for the client.  

FCA has published final UK Listing Rules: what are the key changes and how does this impact smaller and dual listed companies? On 11 July 2024, the FCA published its final UK Listing Rules (UKLR) following the consultation launched in May 2023 on the proposed reform of the UKLR and the publication of the FCA’s Consultation Paper in December 2023. Orit Rioumine Gold from our capital markets team breaks down the key changes to the earlier proposals and the implications for smaller and dual listed companies and outlines the next steps. You can read the full piece here: https://lnkd.in/dC8rfJin

Congratulations to our Fladgate private wealth team who achieved a total of 7 rankings in Chambers and Partners High Net Worth 2024 including Private Wealth law, Private Wealth Disputes, Family Offices & Funds Structuring, Immigration, Family Matrimonial Finance, Real Estate: High Value Residential, and Art & Cultural Property Law. Congratulations to the 11 partners individually ranked: Jonathan Riley, Helena Luckhurst, Ekaterina Vagner, Hetty Gleave, Catherine Costley, Joshua Moger, Teresa Cullen, Simon Goldring, Sarah Conibeere, Helen Curtis-Goulding, Marc Sosnow and Antonia Torr. Also a big congratulations to our Senior Associates, Rebecca Christie for being recognised as an associate to watch and Rosalind Hetherington, for retaining her ranking as associate to watch. Find out more about the awards here: https://lnkd.in/eAnWkzir

Huge congratulations to Senior Associate David Lee who has been selected as a Recommended Lawyer in the 2024 Spear's Magazine Best Cryptocurrency and Digital Assets Advisers for HNW Individuals Index. Meet the team and find out more about our work in the fintech space here: https://lnkd.in/eE-JKnfb

King’s Speech: how will the highly anticipated Employment Rights Bill impact businesses? The Employment Rights Bill promises reform from banning exploitative zero-hour contracts and ending fire and rehire to unfair dismissal protection available from day one and more. Employment Partner Mike Tremeer believes that the change that will have the most substantial impact will be making unfair dismissal protection a day-one right. He shares his thoughts on what this will mean for businesses with City AM. Mike comments: “Currently, employers benefit from an unofficial two-year trial period as the consequences of terminating in that window are limited. That trial period is going to be reduced considerably… the change will lead to employers placing more emphasis on their recruitment processes – perhaps including capability and technical competence tests more routinely.” You can read the full piece here: https://lnkd.in/erwNfXp9

The EU’s AI Act will enter into force on 1 August 2024 - what key actions should businesses now take?   Now that the AI Act’s effective date is at last known, Partner Tim Wright runs through the phased transition timetable, which reflects the staggered implementation approach of the AI Act, allowing businesses and organisations time to adapt to the new regulations gradually, and outlines the key actions which should be taken. Tim comments: “By taking proactive steps now, businesses can position themselves to comply with the AI Act's requirements as they come into force over the next few years. Whilst full compliance is not immediately required, early preparation can help avoid rushed implementation and the risk of potential penalties later on."   Read the full article here: https://lnkd.in/eX_hdXpy

Atos’ continuing financial troubles shines light on outsourcing, what are the potential implications for customers?   Atos, a major IT services provider, is facing significant financial challenges that raise concerns about its ability to fulfil existing contracts, particularly with government and large enterprise customers.   Partner Tim Wright unpacks the concerns surrounding these financial issues and advises on the steps customers should take.   Read the full piece here: https://lnkd.in/eZxNuudR

Best practice in protecting victim survivors of domestic abuse: what should practitioners keep in mind? Rebecca Christie, a Senior Associate in our family team and Co-Chair of Resolution’s Domestic Abuse Committee, has written an article in the latest issue of The Review, Resolution’s magazine with Katy Duff, Burgess Mee and Elaine Richardson, Richardson Family Law, which looks at key considerations for practitioners when dealing with cases that involve allegations of domestic abuse in light of the recent changes to the Family Procedure Rules. You can read the full piece here: https://lnkd.in/dMSnFHT8

We are delighted for our client Cykel AI plc (Cykel) on its successful reverse takeover by Mustang Energy Plc.   We acted for Cykel AI when it first floated on the Aquis Stock Exchange Growth Market back in 2023, so it was extremely rewarding to help it achieve admission to and listing on the Main Market of the London Stock Exchange by way of a court-sanctioned scheme of arrangement and subject to the Takeover Code.   Cykel AI is an early-stage, high-growth company that intends to quickly make its mark through operating a software platform developing advanced artificial intelligence (AI) products, and we are excited to be a part of this journey.   The team supporting Cykel was led by David Robinson and Tessa Trevelyan Thomas, and assisted by Orit Rioumine Gold and Tyler Hilborne.   Jonathan Bixby, Executive Chairman of Cykel had this to say on the news: “We are very excited about the prospect of trading on the London Stock Exchange. The field of artificial intelligence is one of the most exciting technology trends in the world and allowing more investors access to this trend is a positive outcome for Cykel and our shareholders.”