Mergers and Acquisitions

Capital Raising & Recapitalisation

Debt Origination & Restructuring

Chartwell Capital, a Pall Mall Alliance member, advised EDS, a US based technology consultant, on its disposal of a 30% equity interest in its local operations, to a Black Economic Empowerment consortium.

The Pall Mall Alliance in the UK and Germany was able to assist Pfeersee Kolbemoor which is the ultimate shareholder in WISAG, one of Germany's leading facility managers, when it sold its 76% share interest in Anterra Vermoegensverwaltungs AG to LNR Europe Investors S.a.rl. SICAR, a fund managed by LNR Property, a US real estate company

The Chartwell Capital Group, a Pall Mall Alliance member, acted as corporate advisor to the shareholders of First Graphics Pty Limited, in relation to the disposal of their entire equity interest to Antalis Pty Limited the south African subsidiary of Antalis International. Antalis International is the largest European group in the distribution of communications support materials and is a fully owned subsidiary of Sequana Capital.

The Chartwell Capital Group, a Pall Mall Alliance member, acted as corporate advisor to Royal Bafokeng Finance, in relation to the acquisition of 100% of the issued share capital of Fraser Alexander, thereby creating the pre-eminent black owned industrial and mining services company in South Africa.

Pall Mall Capital acted as exclusive advisor to ECI Partners and the MBI team in connection to the management buy-in of The Source Claim Support Limited, the UK market leader in IT insurance claims outsourcing. The Source, whose turnover is around £30m, has a unique full service offering covering replacement, claim validation and repair. The company has a 35% market share of all outsourced domestic claims in the UK, working with 8 of the 10 leading UK insurers. Pall Mall Capital originated the buy-in/MBO by capitalising on its extensive knowledge of the IT services market in the UK and long standing relationships with MBI candidates and the financial investor community.

Pall Mall Capital acted as exclusive adviser to Nova Capital Management in relation to the sale of Accura Support Services for £11.9 million in a buy-in management buy-out backed by Barclays Ventures. Nova Capital Management Limited acquires and manages private equity and venture capital portfolio assets as well as providing new capital and management for underperforming single asset situations. Funds advised by Nova owned a majority of the shares in Accura. Accura, with turnover of approximately £23 million, employs 300 people across six companies split into two divisions: Supply Chain Services (SCS) supplies flanges, pipes, specialist steels and related ancillaries primarily to the oil and gas markets; and Technical Contract Services (TCS) which offers long-term outsourced machining contracts for high-value, low-volume components for the off-highway vehicles, mining and aerospace markets.

Chartwell Group, a Pall Mall Alliance member, acted as advisor to both Actis, a leading global private equity investor in emerging markets, and Comafin, a pan-African private equity fund, in relation to the sale of their combined 37.6% equity interest in Protea Hospitality Corporation (Pty) Limited to a BEE consortium comprising AKA Capital, The Police and Prisons Civil Rights Union Investment Holdings, which consortium has been financed by the Industrial Development Corporation

Pall Mall Capital acted as exclusive adviser to Crompton Greaves Ltd. on the €28 million acquisition of the Pauwels Group. Crompton Greaves, whose turnover in FY05 exceeded US$500 million, is India's largest privately owned company engaged in the design, manufacture and marketing of high technology electrical products related to power generation, transmission and distribution. The Company is also involved in the execution of turnkey power projects.

The Pauwels Group is one of the world’s leading manufacturers of power and distribution transformers, headquartered in Belgium with operations in Ireland, Canada, US and Indonesia. The group had a turnover in 2004 of approximately €260 million.

EquityGate, a Pall Mall Alliance member, advised Infraserv Höchst on its divestiture of Infraserv Höchst Technik to Bilfinger Berger’s industrial service subsidiary Rheinhold & Mahla. The divestment is in line with our clients focus on core activities. Infraserv Höchst Technik generated sales of €90m.

Pall Mall Capital advised the Sameer Group when it acquired from Vivendi Telecom International the 60% it did not already own in Kencell Communications Limited, Kenya's second largest mobile telephone company. We subsequently advised on the sale of this 60% stake in Kencell for $250 million, to Celtel International, one of the largest pan-African players. Pall Mall Capital has gone on to work together with the Sameer Group to develop international opportunities in industry and financial services. Pall Mall Capital is also advising Celtel on a $130 million refinancing of Kencell of which $70m has been completed in the largest ever local currency refinancing in Eastern Africa.

Pall Mall Capital advised a Swiss private investment group in the €65 million acquisition from the Kempinski Hotel Group of the Atlantic Hotel in Hamburg and the Forsthaus Gravenbruch in Germany. Both hotels continue to be managed by Kempinski, with whom Pall Mall Capital maintains a working relationship.

Pall Mall Capital advised on the sale by a group of minority shareholders of their stake in Agros SA to Pernod Ricard SA. This transaction was effected to all shareholders by way of a public offer on the Warsaw Stock Exchange, totalling €160 million which enabled Pernod Ricard to subsequently secure both the production and distributor rights to Wybrowa, Poland's leading vodka brand. Consequent to this transaction, Pall Mall Capital now has a number of ongoing assignments in telecommunications and private equity in Poland.

Pall Mall Capital advised CIBER Europe, the European subsidiary of CIBER Inc. (NYSE: CBR) on the acquisition of a controlling stake in Novasoft AG, a German company listed on the Frankfurt Stock Exchange. CIBER wanted to expand their European SAP practice and enter the German market and Pall Mall Capital were able to draw on our extensive knowledge and contact base in the European technology market to originate this deal. This transaction is to be followed by a compulsory cash offer to the minority shareholders of Novasoft.

Pall Mall Capital advised CIBER Europe, the European subsidiary of CIBER Inc. (NYSE: CBR) on the acquisition of Ascent Technology Limited from 3i for $40 million. We were asked to help develop CIBER's UK business and identified Ascent as a good fit with strengths in SAP, Sage and CRM. We were able to quickly identify a short list based on our IT services market knowledge in the UK and closed the transaction in under five months.

Pall Mall Capital Inc. advised Corus plc on the sale of Rafferty Brown Steel Companies, an Eastern Seaboard value-added processor and distributor of cold rolled strip steel to Coil Plus Holdings, a subsidiary of Metal One Holdings, part of Mitsubishi Corporation of Japan.

Pall Mall Capital Inc. advised Tomkins plc, a UK-based global engineering company (NYSE: TKS) on the sale to Morgenthaler Partners of Gates Formed-Fibre Products, Inc., a leading supplier of thermoformed, non-woven system solutions to North American automotive OEMs and Tier 1 suppliers.

Pall Mall Capital Inc. advised Tomkins plc, a UK-based global engineering company (NYSE: TKS) on the sale of Fedco Automotive Components Company, Inc., a designer and manufacturer of automotive heater cores for the aftermarket, to Transpro, Inc. (NYSE: TPR).

Pall Mall Capital Inc. advised Tomkins plc, a U.K.-based global engineering company (NYSE:TKS), on the sale of the stock of Smith & Wesson Corporation to Saf-T-Hammer Corporation (NASDAQ:SAFH).

Pall Mall Capital Inc. advised Spirent plc (LSE: SPT) on the sale of its California-based subsidiary, Switching Systems International, a designer and manufacturer of switching power supplies, to IFX Power plc (LSE: IXP).

Pall Mall Capital Inc. advised B&W International Ltd., a Bermuda corporation with principal operating subsidiaries in the United Kingdom and the United States, a manufacturer and distributor of the premium brand of speakers for audiophiles, in a stock repurchase/recapitalization.

Pall Mall Capital Inc. advised BICC plc (now Balfour Beatty plc) on strategic alternatives relating to the sale of its North American Industrial Cable and BICC Brand-Rex Divisions.

Pall Mall Capital Inc. advised Barlow Ltd., a publicly quoted South African Corporation, regarding the sale of the assets of its U.K. based specialty paper company, Devon Valley Industries, part of Barlow International plc, to Mead Corporation of Dayton, OH (NYSE:MEA).

Pall Mall Capital Inc. advised Uniflex, Inc. (AMEX:UFX), Hicksville, NY, a manufacturer of specialty plastic bags and packaging, in a recapitalization/sale of the Company to an investor group including CMCO, Inc. (“Carl Marks”), RFE Investment Partners and certain officers, directors and affiliates of Uniflex, Inc.

Pall Mall Capital advised the private owners of Everetts International Book Division and Granta Book Exhibition to Blackwell's in the UK for a total consideration of up to £5 million. Everetts is a long established international library supplier which will complement Blackwell's core academic franchise.

Alongside the transaction with the Blackwell's, Everetts' subscription division was sold by us to Swets & Zeitlinger Holding NV to reinforce Swets' library franchise, in particular in the USA.

Pall Mall Capital advised Cargill Inc., an international food, agricultural and financial services company, when they acquired one of the largest industrial chocolate manufacturers in Europe, OCG Cacao. The acquisition of OCG further strengthened Cargill's cocoa business. Since the completion of this transaction Pall Mall Capital has maintained an ongoing relationship with Cargill.

Pall Mall Capital also advised Nova on the acquisition of Lica Development Capital, a management company responsible for a €25 million portfolio of VCT and EIS investments. This was the inaugural transaction for the Nova Capital team and has led to a number of subsequent assignments.