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CET Group exit for Dunedin in secondary buyout

CET Group Holdings Limited (“CET”), a provider of specialist insurance and materials testing services, has been sold in November 2018 by its majority owner, private equity fund Dunedin, in a secondary buyout transaction to Palatine Private Equity for an undisclosed amount.

WayPoint had supported CET in a very successful turnaround since Nick Winks became Chairman and CRO in May 2010 and was later joined by Andy Pearson as interim CFO and latterly finance NED. Revenues grew from £14m in 2011 to £32m in 2018, in part through a string of initially small but very successful bolt on acquisitions. Underlying EBITDA was reported at £3.7m in 2018.

Nick Winks commented “WayPoint is very pleased to have contributed over several years to an excellent investment outcome for Dunedin from the sale of a high performing business.”

Sure Maintenance sold to Lakehouse Group plc

AIM-listed Lakehouse Group plc announced in September 2015 that it had acquired Sure Maintenance Services Limited (“Sure”) for a disclosed initial consideration of £6.5m. Sure is a provider of gas servicing, maintenance and installation to social housing clients throughout the UK.

WayPoint had supported the turnaround of Sure since late 2010 fulfilling the roles of CRO Chairman and CFO. In that period, Sure turned from an indebted and loss-making business in 2010 to a £25m business with strong operating margins.

Nick Winks commented “Sure had turned around very well over the 5 years we had been involved and we were pleased to deliver a good exit for its longstanding PE investor Graphite Capital.”

Adventis role ends with sale of remaining businesses

AIM listed marketing services company, Adventis Group Plc, has gone into administration following the announcement that it had agreed terms for the sale of its two remaining businesses.

Nick Winks and Andy Pearson had been appointed Chairman and Finance Director respectively in Spring 2011 as a result of bank and shareholder concern at the group’s deteriorating performance. The loss making Health division was closed in September 2011 and two businesses forming the Media division were sold to trade buyers in early 2012 allowing the Group to completely focus on its growing and profitable Technology division. Adventis had sought an equity fundraising to deal with legacy debt and earnout liabilities but that had proved impossible: as a result in May 2012 the Group announced plans to sell its remaining asset, the Technology division.

In June 2012 RCapital Partners acquired the banks debt position together with its security rights for an undisclosed sum and terms were agreed in July 2012 for the sale of the two Technology division businesses to newly formed vehicles backed by RCapital Partners. Those transactions were concluded immediately after the parent entered administration.

Nick Winks commented “This was a reasonably complex services business turnaround which had significant legacy problems, including high debt and earnout liabilities. Whilst we’re disappointed that ultimately we could not restore equity value for shareholders, most other stakeholders have seen a satisfactory ending: almost all jobs were safeguarded and the businesses have successfully been transferred to new owners. At the same time bank debt and trade suppliers have been largely repaid”.

SEG plc role completed following successful re-banking

In 2009 WayPoint Change partners Nick Winks and Paul Herbert were asked by the Group’s banker, Lloyds Banking Group, to help this AIM listed engineering business.

Nick Winks joined the company’s main board and Paul Herbert joined the board of the main operating company. In 2011, after resigning their board positions, Nick and Paul were appointed by LBG to be the banks advisers on S.E.G.  The company successfully raised fresh equity in 2010 and 2011 and was able to secure additional funding from a major shareholder in 2012. This last restructure enabled LBG to be repaid their debt in full in August 2012.

Wilts Wholesale Electrical sold to Rexel

Wilts, the UK’s largest independent distributors of electrical supplies has completed the sale of 59 of its 62 branches to industry leader Rexel which trades under the Newey & Eyre, Rexel and Senate brands in the UK. The transaction involved the sale of the trade, goodwill and stock. Over 95% of Wilts 400 staff transferred to Rexel. In the year ended March 2010, Wilts reported an operating loss of £6.5m on turnover of £83m.

Wilts ceased to trade immediately following the transaction and all bank debt was fully repaid immediately from sale proceeds. The company, now renamed Fernturn Limited, will collect trade debtors and realise property and other retained assets: proceeds will be used to settle trading liabilities, including pension-related debt.

Commenting on the transaction, Nick Winks, CRO of Wilts since October 2010 said “a great deal has been done to improve the underlying operating performance of the Wilts business – substantial cost base and working capital savings have been achieved. However, the continuing tough market climate and resultant continuing losses meant that the best course of action was to move the business on to a strong trade player. An excellent price was obtained and most of the company’s employees have transferred to the new owner.”

Catalis SE monitoring role

Logo Catalis        This Dutch based business, publicly listed on the German stock exchange, has a games and DVD testing business and is a developer of digital games.

In September 2011 Brussels based bank KBC asked Nick Winks of WayPoint Change to be an Independent Monitoring Director to help the business recover from a cash crisis earlier in 2011.

WayPoint Change Associate Claire Burden has helped the business with cash control and cash forecasting and also assisted Nick Winks in reviewing the business forecasts and budgets for the Bank.

Mimosa Healthcare Group completes £30m debt restructure

Mimosa is a UK care home operator: Nick Winks of WayPoint was appointed to the Board in August 2010. At the time, Mimosa was suffering from the general tightening in Local Authority budgets and had a £30m debt to Bank of Scotland (“BoS”) that was obviously unsustainable.

After a careful review of the options WayPoint presented a report to BoS explaining how the best option for the company and the bank was a sale and leaseback to repay half of the bank debt in cash and a partial debt forgiveness coupled with a limited warrant as an anti embarrassment for the bank.

BoS asked Ernst & Young Birmingham to look at the WayPoint plan to test if it did indeed provide the optimum solution.

By May 2011 the restructure, as proposed by WayPoint, was put in place and Mimosa continues to trade with much lower gearing whilst BoS has recovered a substantial amount of its original lending package.

Sale of Wells Plastics to Key Capital Partners

Private Equity investor Key Capital Partners (“KCP”) has provided expansion financing to specialist additive masterbatch manufacturer, Wells Plastics (“Wells”), taking a significant minority stake in the company in a multi-million pound management buy-out (MBO) transaction.

Staffordshire-based Wells supplies additives to global plastic manufacturers and processors that are looking to modify the properties of a broad range of plastic and polymer products in order to provide a range of enhanced properties, such as UV resistance, flame retardancy and oxobiodegradability. The end products are then supplied to a variety of sectors, including consumer, automotive, construction and agriculture.

Wells was originally an MBO funded by Lloyds Development Capital. Following a refinancing in 2008, LDC had retained a minority stake. Nick has overseen a significant turnaround in Wells’ performance which has seen a sustainable 20 per cent annual growth rate over recent years, driven largely by the growth in demand for its innovative oxobiodegradable product, Reverte™, which speeds up the natural degradation process of plastic to produce water, carbon dioxide and biomass. Widely acknowledged as the most advanced product of its type in the market, it is used mainly in packaging, particularly for carrier bags and in agriculture, and can reduce the biodegrading time of plastics from centuries to years or even months

Commenting on the transaction, Nick Winks said “I joined Wells in 2005 and became Chairman in June 2009 and I’m proud of what has been achieved. I leave the business with a strong management team in place, and excellent growth prospects under its new owners. For the shareholders this represents an excellent recovery from its impaired value three years ago”. Nick Winks has resigned as Chairman immediately following the transaction.

Paul Herbert completes CRO appointment at SLP Engineering

Paul Herbert completes CRO appointment at SLP Engineering

SLP is a supplier of engineering and construction projects to the offshore oil and gas industry and other related markets. It employs 1,400 people at its sites in Lowestoft, Tyneside, Blackpool and New Malden and has a turnover of £150m. A significant contractual dispute and claims from a customer on one of its previous major construction projects led to the appointment of PricewaterhouseCoopers as administrators in November 2009.

Paul Herbert was appointed CRO to manage the completion of several part completed projects, including a complex 180 bedroom offshore accommodation platform funded by a major oil company. The clients funded continued work on the contracts through to completion in summer 2010 securing work for employees and subcontractors. The projects were completed on time and SLP’s facility was sold to Smulders Group preserving this important employer in East Anglia.

Commenting on the project, Paul Herbert said “This was a tough project to get a major engineering project completed in line with the client’s urgent operational requirements. At the same time, I was able to help the administrators to achieve an orderly realisation of the business which is in the interests of all its stakeholders”

CRO appointment

CRO appointment

Nick Winks was appointed CRO of a PE-backed national central heating maintenance group. After an analysis of the prospects for the business and presentation of a fresh business plan, the stakeholders have agreed to a consensual restructure involving the write down of all senior debt. This restructure completed in October 2010 leaving the Group in a good position to compete to win public sector contracts.