Rosenblatt News

Rosenblatt acts for Lifeskills Education Limited in respect of its recommended cash offer for the entire issued share capital of Stagecoach Theatre Arts Public Limited Company

13/03/2012

Rosenblatt acts for Lifeskills Education Limited in respect of its recommended cash offer for the entire issued share capital of Stagecoach Theatre Arts Public Limited Company, other than those shares already contracted to be acquired by Lifeskills Education. The offer is being made at a price of 65 pence in cash for each share and represents a premium of approximately 66.67 per cent. to the closing price of 39.00 pence per offer share on 8 March 2012. The offer values the entire issued and to be issued share capital of Stagecoach at approximately £6.5 million on a fully diluted basis. Lifeskills Education has entered into an acquisition agreement with certain members of the management team who will exchange certain of the shares that they (and certain of their connected persons) hold in Stagecoach representing in aggregate approximately 17.48 per cent. of the fully diluted share capital of Stagecoach. The offer is conditional, amongst other things, upon the independent shareholders of Stagecoach passing an ordinary resolution pursuant to Rule 16 of the Takeover Code, to approve certain management arrangements.

Lifeskills’ adviser is CV Capital LLP and Stagecoach's adviser is Smith & Williamson Corporate Finance Limited.

The Role of Social Media in the Legal World

25/01/2012

2011 was the year that the “super injunction” hit the headlines and the rumour-mill was in overdrive as to which celebrities had used the law to prevent private indiscretions from becoming public scandals. Pre-Twitter, the effect of such injunctions would have been to bar anyone, particularly the press, from reporting the details protected by the injunction and also from revealing that the injunction itself existed.

However, since the emergence of Twitter and other social media networks, which offer their users the opportunity to communicate with the world with almost absolute anonymity, the law and the enforceability of laws have been challenged. A particularly well publicised example of the flagrant breach of a “super injunction” was the case of an affair between a British Premiership footballer and Imogen Thomas, a Welsh model. Twitter user @injunctionsuper revealed to the world at large the name of the British footballer who had taken out the injunction.

This revelation was followed by a Scottish newspaper and a member of parliament seeking to hide behind parliamentary privilege. As a result, the individual named by @injunctionsuper threatened to sue Twitter. A potential anomaly has therefore been created; the English press remains bound by the terms of an order from the English Court whereas, the very same information gagged by the injunction is able to be get into the public domain through social media sites such as Twitter .

Whilst the use of social media sites clearly has many advantages, it comes with a big sign saying, “User beware”. The apparent anonymity of live media often leads its users to feel untouchable to the usual legal parameters. This is evident from the huge volume of potentially defamatory statements and even the breach of court orders. Such flouting of laws has not gone unnoticed and are the subject of legal proceedings.

The “super injunction” received vast press coverage throughout 2011 and much criticism by those who believe that it is a simply a tool to protect the rich and famous. The social media phenomenon means that rumours, information and comments, whether truthful or not, are now available for the world to see immediately.

Social media networks are more than just a tool used by a few individuals to disclose salacious private details of celebrities. The explosive growth of social media, added to the continued growth of the Internet, have effected a shift from “push media” to “pull media”. The public is no longer satisfied by receiving information and instead now has the tools at its fingertips to seek out the information it wants, whether this be comments on cases or vacation scheme information. LinkedIn is already established as a business networking site while Facebook, originally intended for social use, is now regarded as a major commercial tool for businesses to engage with their customers. But it is Twitter’s simple concept that makes it ideal for disseminating news quickly and easily, as we have already seen in political and media circles, and now increasingly in legal circles. Many law firms have already joined the Twitterati, regularly commenting on points of legal interest.

In the light of the recent Court guidance about the use of Twitter, texting and emailing in court, which allows for the reporting of some court proceedings by journalists it seems quite plausible that, in time, the courts will extend the current rules on reporting live from court to allow lawyers to use live social media forums. But, even with the court’s permission, will this be appropriate? The use of social media for business purposes, particularly for lawyers, comes with a very serious health warning; social media sites are predominantly public forums and so there is always the danger of attracting bad publicity or highly publicised complaints. Moreover, lawyers should always bear in mind their overriding duties to their clients and their code of conduct. Fundamentally, the use of social media by lawyers will almost certainly increase. Firms launching themselves into the Twitter-sphere will need a robust social media policy to ensure staff are fully aware of the parameters of their actions.

The courts have also recognised the relevance of these sites within the modern society. Notably, an Australian lawyer recently sent a foreclosure notice via Facebook, and since then the UK Courts have grown more lenient in adopting this form of service which means that cases keep progressing. But again, this adopted and unanticipated use of social media sites does not come without opposition. Many countries, including the US, are already concerned about the lack of protection in relation to users’ data, and it is expected that serving notices by this method is likely to provoke privacy complaint. Others have argued that as court documents are already public there is no basis to claim breach of privacy. The court’s approval of this method means that persons who are otherwise physically untraceable can be located on social media sites, and it seems logical that these tools are used to serve legal papers. The English Court has already given permission for proceedings to be served on a Defendant via Facebook and this could be a future trend for alternative service.

What is clear from the Courts, businesses and individuals alike is that social networking sites have become an integral part of our communication. Whilst it is necessary for businesses and the courts to ensure that there are safeguards in place, careful use of this media will help firms to boost their marketing to a previously untapped audience and to communicate with others on a mass scale on subjects of mutual interest.

Anthony Field is a partner and Kathryn Griffin is a lawyer in Rosenblatt’s dispute resolution team.

Rosenblatt acts for Touchstone Limited in its acquisition of certain of the business and assets of e-Cocoon Limited

15/12/2011

Rosenblatt acts for Touchstone Limited in its acquisition of certain of the business and assets of e-Cocoon Limited. Touchstone specialises in the provision of integrated business software and consultancy services. The acquisition will consolidate Touchstone's position as a leading provider of Infor and Professional Advantage software solutions.

The Rosenblatt team was led by Tom Ferns, Head of Corporate, closely assisted by Martin Montgomery, Corporate Assistant.

Rosenblatt has acted for WH Ireland Limited on a placing by Verona Pharma plc to raise £3.25m

08/12/2011

Rosenblatt has acted for WH Ireland Limited on a placing by Verona Pharma plc to raise £3.25m. WH Ireland is nominated adviser and broker to Verona Pharma, a biotechnology company dedicated to discovering new drugs for the treatment of chronic respiratory diseases.

Approximately £2.18m was raised within Verona Pharma's existing authority to issue new shares and the remainder has been placed conditional on shareholder approval at a general meeting convened for 5 January 2012.

Nick Foss-Pedersen and Gerard Dempsey from Rosenblatt's corporate group advised WH Ireland on the placing.

Rosenblatt acts for Hangar Seven Limited, the creative production business, in relation to a £1 million investment by Catapult Growth Fund Limited Partnership

20/10/2011

Rosenblatt acted for Hangar Seven Limited, the creative production business, in relation to a £1 million investment by Catapult Growth Fund Limited Partnership. Hangar Seven specialises in photography, digital video, publications and above the line advertising production.

The Rosenblatt team was led by Elizabeth Shaw and Jon Lovitt and assisted by Natalie Georgiou.

rosenblatt lawyers bring hope to thousands of women

17/10/2011

Leading City of London law firm rosenblatt is offering personal injury litigation support to women who are suffering serious consequences of having the medical devices known as TVT Retropubic, TVT-Secur, TVTO and TOT, or synthetic polypropylene mesh implanted for a range of symptoms including hernia, prolapse, stress incontinence, bladder and bowel disorders.

Many women have undergone the supposedly simple procedure to relieve their medical problems only to find the result causes far more pain, stress and permanent damage to their health. The Medicines Healthcare Regulatory Authority has now launched an investigation into the use of these devices but that will not assist the many women already suffering extreme trauma – very often believing that no other woman suffers the same problems.

rosenblatt is already acting for a number of women suffering from the after effects of the use of these ‘mesh’ implants and is considering group litigation against the medical practitioners and hospitals concerned and the manufacturers of the implants. rosenblatt has retained Leading Counsel with vast experience of clinical matters to work with them in this proposed litigation.

If you would like to be considered to join the litigation please complete the preliminary questionnaire and return it to rosenblatt at the address below who will then contact you to discuss your particular circumstances in more detail.

There are a number of men who have also suffered as the result of the use of synthetic mesh to relieve the symptoms of hernia, stress incontinence, bladder and bowel disorders, rosenblatt would be willing to consider claims for compensation on their behalf.

Neil Sampson
Head of Personal Injury Litigation
Rosenblatt
9-13 St Andrew Street
London
EC4A 3AF

mesh@rosenblatt-law.co.uk

Legal Week has announced Rosenblatt as a Finalist for the Litigation Team of the Year 2011 at the British Legal Awards

13/10/2011

Rosenblatt is delighted to be named as a Finalist in the Legal Week magazine Litigation Team of the Year award 2011. The criteria for this award is that the Rosenblatt Dispute Resolution and Litigation team has set new standards in the delivery of its legal services, with a focus on providing added value to the client. Rosenblatt is pleased that its success in providing a client focused service has been recognised by Legal Week.

The British Legal Awards are an annual celebration, recognising the achievements of those law firms and teams who have responded most successfully to the demands being placed on them. The winners will be announced at the Awards ceremony on 1 December 2011 at Old Billingsgate Market, London.

Rosenblatt has acted for WH Ireland Limited on a placing by D1 Oils plc to raise £1.29m

12/10/2011

Rosenblatt has acted for WH Ireland Limited on a placing by D1 Oils plc to raise £1.29m. WH Ireland is nominated adviser and broker to D1 Oils, the world's leading producer of crude jatropha oil. The placing is conditional on shareholder approval being given at a general meeting convened for 1 November 2011.

Corporate partner Nick Foss-Pedersen advised WH Ireland on the placing.

Rosenblatt act for Allanfield in connection with its Admission to AIM

16/09/2011

Rosenblatt has acted for Allanfield Group plc in connection with its Admission to AIM and related acquisition of Industrial Insurance and Property Consultants Limited in one of the few stock market flotations to take place in August.

The transaction brings together two specialist real estate insurance brokers, managing insurance premiums estimated to be in excess of £14 million.

The Rosenblatt team was led by Tom Ferns, Head of Corporate, who was closely assisted by Elizabeth Larkins (Corporate Associate) and Martin Montgomery (Corporate Assistant).

Allanfield are also launching a customer loyalty scheme to encourage clients to retain and grow insurance cover managed by the Group by "rewarding" them for their business by giving them shares in a new subsidiary of Allanfield, which may be exchanged for cash and/or shares in Allanfield and are planning to launch a new captive insurance product through which clients can share in the underwriting profits of their risk without investing capital and with no risk to the Group's balance sheet.

Rosenblatt acts for M3 USA Corporation in relation to the acquisition of Doctors.net.uk for £18.5 million

30/08/2011

Rosenblatt acted for M3 USA Corporation in relation to the acquisition of Doctors.net.uk for £18.5 million. Doctors.net.uk is an on-line information, commentary and education network forum used by doctors in the UK. M3 USA Corporation is a subsidiary of M3 Inc. (a Tokyo based company quoted on the Tokyo Stock Exchange), a spin-out from Sony which specialises in on-line data servicing, and parent company to MDLinx, a leading medical market research firm.

The acquisition process was run as an auction in three phases over a two month period. Having obtained exclusivity for phase three, the transaction was concluded in just over two weeks, and it was this speed and certainty of closing that attracted M3’s bid over other potential acquirers.

The Rosenblatt team was led by Jon Lovitt, Corporate Partner who was closely assisted by Gerard Dempsey, Corporate Associate.

Rosenblatt advises Smarter Energy on the the largest solar panel farm in Wales

10/08/2011

The largest solar panel farm in Wales has been connected to the National Grid in record time. Project managed and constructed by Smarter Energy Solutions and advised by Rosenblatt, the £10m project at Llancayo Farm in Usk, Monmouthshire was built out and connected in less than two weeks. Using sustainable construction and maintenance methods, this project has a low environmental impact and in producing power for 1,100 households over twenty five years, it makes a further contribution to the renewable energy target for the UK as a whole.

The Rosenblatt team was led by Cathy Ley, Partner, Projects, Construction & Infrastructure.

Supreme Court makes a positive ruling giving permission to appeal

29/07/2011

Supreme Court makes a positive ruling giving permission to appeal

The Supreme Court has today given the Atomic Veterans permission to appeal the Court of Appeal’s judgment that nine of the ten test cases are time barred. This is a significant step forward but there is still a long way to go.

The Atomic Veterans won in the High Court and we strongly believe the Court of Appeal was wrong to overturn that decision.

We welcome the Supreme Court’s decision and hope that the Appeal can be heard as soon as possible, so that the nine cases can proceed to full trial. Too much time and money has already been wasted by the Ministry of Defence in pursuing technical arguments, while ignoring the real issues of concern, that of the welfare of the UK’s atomic veterans.

Today’s hearing relates only to the nine test cases (out of a total of 1,011 cases involved in the wider action), the other 1002 claimants will proceed to the High Court in any event.

Commenting on the decision, Neil Sampson of Rosenblatt Solicitors said: “We welcome today’s decision with cautious optimism. We are still the only country involved in atomic yet to provide compensation and benefits to our veterans and widows. Britain is at odds with USA, France, China, Russia, and Canada. This is not just about compensation. The veterans want to know what really happened to them and want some recognition of their personal sacrifice for the security of this country.”

Rosenblatt has acted for finnCap Ltd in respect of its role and nominated adviser and broker to Redstone plc

25/07/2011

Rosenblatt has acted for finnCap Ltd in respect of its role and nominated adviser and broker to Redstone plc in respect of a conditional £2.65m fundraise. Redstone plc is a leading provider of network based end to end managed services, technology and infrastructure solutions. The fundraising of £2.65m is conditional on passing various shareholder resolutions at a general meeting to be held on 9 August 2011. The fundraising, which was significantly oversubscribed, has been conducted to provide funds in order to develop Redstone's Metropolitan Area Network in Portsmouth and to provide working capital to support the Company’s growth.

Rosenblatt advises Steve Parish and Richard Jameson on the sale of the Tag group of companies

12/07/2011

A Rosenblatt team, led by senior partner Ian Rosenblatt, has advised Steve Parish and Richard Jameson (respectively Tag's CEO and CFO) in connection with the sale of Tag. Tag has been sold to Williams Lea, the global business process outsourcing company, for an undisclosed sum.

Rosenblatt has advised Tag, an international design and production agency, on various aspects of its business for several years. Steve Parish said "As ever, the team at Rosenblatt did a great job, delivering practical and commercial advice and working under tight timescales. I look forward to continuing my relationship with Rosenblatt and working with them again in the future".

The Rosenblatt team included lawyers from its corporate, employment, IP/IT, and tax groups.

Rosenblatt acts for Maven Capital Partners (UK) LLP in respect if its lead role in the off-market acquisition of certain trade and assets from the Ely Property Group.

27/06/2011

Rosenblatt acts for Maven Capital Partners (UK) LLP in respect if its lead role in the off-market acquisition of certain trade and assets from the Ely Property Group, most notably a number of long term student accommodation management contracts in the UK and Ireland.

The new business, which will be branded as Space Student Living and operate from a commercial hub in London, will offer Maven clients exposure to the UK student housing sector. Space also offers investors strong downside protection via a recurring revenue base generated from seven established sites which are operating at near 100% occupancy and have identifiable levels of long term management fee income.

Maven has backed a proven executive team led by Ely CEO Philip Marley, who has many years' experience of running management operations in the commercial student accommodation market, with a history of delivering positive investor returns. Space will focus its resources and expertise on providing contracted management services in a sector where there is considerable scope for growth.

Wayne O'Neil, closely assisted by Elizabeth Larkins, led the Rosenblatt team on the deal.

Rosenblatt acted for Richard Desmond’s Northern & Shell Group on the sale of the US edition of OK! Magazine to a joint venture managed by American Media, Inc.

24/06/2011

Rosenblatt acts for Tracsis plc on its acquisition of MPEC Technology Limited.

21/06/2011

Rosenblatt acts for Touchstone Group on the disposal of its Microsoft Dynamics GP reseller business to Calyx Software Limited.

21/06/2011

Rosenblatt acts for finnCap Limited in respect of a placing of shares in Active Risk Group (formerly Strategic Thought Group).

17/06/2011

Rosenblatt has been shortlisted for The Lawyer Awards Litigation Team of the Year 2011

04/05/2011

We are delighted that on 3 May 2011, the Lawyer Awards announced that Rosenblatt has been shortlisted for the prestigious Lawyer Awards litigation team of the year 2011.

The Lawyer Awards are an annual celebration of excellence across the legal profession. The winners will be announced at the Awards ceremony on 21 June 2011 at Grosvenor House, Park Lane, London.

Rosenblatt advises Channel 5 on new series of Big Brother, due to start summer 2011.

06/04/2011

Rosenblatt acts for Cenkos Securities plc on a secondary placing by Entertainment One Ltd

22/03/2011

Rosenblatt acts for Cenkos Securities plc (Cenkos) on a secondary placing by Entertainment One Ltd, which was more than two times oversubscribed, and consequently successfully completed with a greater number of shares placed at a higher price than originally anticipated. Due to the high demand, Entertainment One Ltd had 10 million shares placed by Cenkos at a price of 160 pence per share, representing a 6% premium to the closing price on 8 March 2011. The gross proceeds of the Placing are approximately £16 million, and represent 5.6% of the Company's existing issued share capital.
Entertainment One Ltd is a leading international entertainment company that specializes in the acquisition, production and distribution of film and television content. The company's comprehensive network extends around the globe including Canada, the U.S., the UK, Ireland, Benelux, France, Germany, Scandinavia, Australia, New Zealand and South Africa. Through established Entertainment and Distribution divisions, the company provides extensive expertise in film distribution, television and music production, kids programming and merchandising and licensing. Its current rights library is exploited across all media formats and includes more than 20,000 film and television titles, 2,400 hours of television programming and 45,000 music tracks.
The Rosenblatt team was led by corporate partner Tom Ferns assisted by Elizabeth Larkins.

Rosenblatt acts for the UK subsidiaries of Ingenium Group Inc.

16/03/2011

Rosenblatt acts for Richard Desmond's Northern & Shell Group on the acquisition of The Health Lottery

01/03/2011

Rosenblatt Acts for Maven VCTs

15/12/2010

Rosenblatt has advised four VCTs managed by Maven Capital Partners UK LLP on their capital reductions. The VCTs concerned were Maven Income and Growth VCT plc, Maven Income and Growth VCT 2 plc, Maven Income and Growth VCT 3 plc and Talisman First Venture Capital Trust plc.

The Rosenblatt team was led by corporate partner Nick Foss-Pedersen assisted by Rebecca King, Sandra Rodriguez and Richard Freedman.

Atomic Veterans Case Update

09/11/2010

The Court has decided that one lead claimant can proceed to trial but nine cannot. We are digesting the full judgment and anticipate making an application to the Supreme Court to overturn today’s decision. This is so that the nine claimants who the Court has said are time barred can proceed together with any others in the claimant group who may fall within the same categories as those the Court has barred.

There are 1,002 veterans who can proceed to trial in any event.

Rosenblatt has acted for Caresys Software Limited.

04/10/2010

Caresys Software Limited is a supplier of software solutions to community and specialist care providers in the UK.
The Rosenblatt team was led by Tom Ferns, head of the firm’s corporate group, who was assisted by Gerard Dempsey and Rebecca King.

Rosenblatt advises Channel Five in relation to YouView

16/09/2010

Rosenblatt advises Channel Five, one of seven shareholders, in relation to YouView, the internet television joint venture, formerly known as Project Canvas. Following months of speculation and negotiation Channel Five has now entered into a shareholders agreement with the BBC, Channel 4, ITV, Talk Talk, Arqiva and British Telecom for the development of a common interface for Internet Protocol Televisions in the UK, allowing viewers to access programmes via the internet rather than through the air.

Rosenblatt acts for IBIS Media VCT 1 plc

31/08/2010

Rosenblatt, led by partner Jon Lovitt and closely assisted by associate Elizabeth Larkins, has acted on behalf of IBIS Media VCT 1 plc in respect of IBIS’ investment of £750,000 in Ginx TV Limited.

Ginx TV is an international 24/7 channel that turns video gaming into mainstream entertainment TV.

This is the fourth investment that IBIS has instructed Rosenblatt to act on in the last three years.

Rosenblatt acts for finnCap Ltd in respect of Redstone plc

31/08/2010

Rosenblatt, led by associate Elizabeth Larkins, has acted on behalf of finnCap Ltd in respect of a fundraising by Redstone plc. Redstone plc is an integrated ICT and Communications Solutions provider.

New funding for Redstone plc of approximately £8.5 million has been conditionally raised through:

• a conditional placing of 1,304,800,000 new Ordinary Shares at a price of 0.5 pence per share to raise approximately £6.5 million;
• a subscription for 100,000,000 new Ordinary Shares at a price of 0.5 pence per share to raise £0.5 million; and
• the injection of a further £1.5 million under convertible loan notes and the conversion of the entire outstanding principal sum of £4.5 million into new Ordinary Shares at the Placing Price.

A general meeting to approve the fundraising is proposed to be held on 8 September

Rosenblatt acts for Richard Desmond’s Northern & Shell Group

27/07/2010

Rosenblatt Solicitors, the leading City law firm, acted on behalf of Richard Desmond on the acquisition of Channel Five for in excess of £100 million.

The transaction was completed on Friday 23 July following 10 days of intensive negotiations between the parties and their advisors.

The auction process saw the other bidders fall away as they were not able to match the deal terms or speed of closure that Northern & Shell and its advisors were able to offer.

RTL wanted an unconditional sale so Northern & Shell agreed to take on the regulatory risk as part of the transaction. Clearance applications are now being prepared for the Office of Fair Trading (OFT) and Ofcom.

The auction process started in May when interested parties were first invited to indicate their interest in bidding for Channel Five.

The process then involved submitting an initial offer in the middle of June giving a rough indication of the price bidders were prepared to pay for Five. During the auction process Rosenblatt was heavily involved in due diligence and data review.

Once the indicative offer was accepted, the process moved into the second phase at the end of which a firm offer was made. On 12 July Northern & Shell submitted its final offer, following which the parties began the detailed negotiation of the transaction.

Rosenblatt Solicitors has acted for Richard Desmond and the Northern & Shell Group for more than 20 years on a number of legal issues, including acquisitions, property acquisitions, banking and finance and litigation.

Founder and Senior Partner, Ian Rosenblatt led the negotiations while Corporate Partner, Jon Lovitt led the Rosenblatt deal team.

Ian Rosenblatt, Founder and Senior Partner at Rosenblatt Solicitors, said:

“This deal has further cemented our long-standing relationship with Richard Desmond. It was an extremely exciting and challenging deal to work on, partly due to the tactical nature of the auction process and partly due to the nature of the asset being purchased.

“We believe the speed with which we were able to transact secured the bid.”

Rosenblatt acts in relation to a reverse takeover of an investment company

21/07/2010

Fuse 8 Group Limited ("Fuse 8"), a full service digital marketing specialist with offices in Leeds and Russia, has completed a reverse takeover of Award International Holdings plc ("Award"), an investment company previously quoted on PLUS markets. Award (renamed Fuse 8 plc, immediately prior to admission) was admitted to trading on the AIM Market on 20 July 2010.

The acquisition of the entire issued share capital of Fuse 8 was completed following admission.

Fuse 8 combines conventional marketing services with fully integrated online and digital marketing solutions which enables it to provide services across all media channels. The majority of Fuse 8's work is driven by the provision of online marketing solutions to commercial and public sector organisations in the UK.

The Rosenblatt team was lead by Nick Foss-Pedersen with assistance from Alex Melrose.

ECF boost to the economy and Rosenblatt

09/07/2010

In the wake of the Government's announcement in its emergency budget that it will launch a new Enterprise Capital Fund for small businesses that require funding to grow and Mark Prisk's confirmation this week that "The government recognises the importance of high growth innovative companies to the UK economy and the problems they can encounter accessing venture capital...." Rosenblatt are delighted to have been instructed on a new ECF to be backed by £25m of government funds and to launch pre December 2010.

Rosenblatt acts for Cenkos Securities

06/07/2010

Rosenblatt has acted for Cenkos Securities in respect of Cenkos' role as nominated advisor to eXpansys plc. eXpansys plc has conditionally agreed to acquire the entire issued share capital of Data Select Network Solutions Limited ("DSNS") and PJ Media Limited ("PJ Media") for a combined consideration of £38 million.

The acquisitions are being funded by the placing of 535,714,286 new ordinary shares at 5.6 pence per share to raise £30 million and the issue of shares in eXpansys to the vendors.

The DSNS business specialises in the sale of SIM cards from the majority of UK mobile telecommunication network operators and mobile virtual network operators. PJ Media is an e-commerce and web publishing business with a number of clients in the telecoms sector.

By reason of the size and relative value of DSNS in relation to eXpansys, the acquisition constitutes a reverse takeover under the AIM Rules for Companies and will, therefore, require the approval of existing shareholders of eXpansys at a general meeting to be held on 23 July 2010.

Following the acquisitions, the Directors intend to capitalise upon the prospective opportunities available to the enlarged group and aim to develop the enlarged group into an international on-line consumer technology superstore.

Grant Thornton acted as reporting accountants to eXpansys. PWC conducted the financial due diligence on DSNS and PJ Media. Eversheds acted as lawyers to eXpansys.

Rosenblatt acts for Twenty plc

18/06/2010

Rosenblatt acted for AIM listed Twenty plc in connection with the disposal of its call centre division to a UK subsidiary of Indian outsourcing company, HOV Services.

The consideration for the disposal was an initial consideration of £7.23 million plus deferred consideration of £2.95 million to be paid in instalments over two years.

The Rosenblatt team was led by Tom Ferns, head of the firm’s corporate finance group, who was assisted by Gerard Dempsey and Rebecca King.

Rosenblatt acts for Acresail Limited

09/06/2010

Rosenblatt acted for Acresail Limited, the software company, in relation to the investment by Digerati Productions Limited and Peerless Limited. As part of the investment, Osman Kent was appointed non-executive chairman of the Company.

Jon Lovitt, Partner, and Gerard Dempsey, Assistant, acted for the Company. Field Fisher Waterhouse acted for Digerati and Peerless.

Companies Act 2006 - Some Potential Pitfalls

01/06/2010

Whilst we are all now starting to get to grips with the new provisions of the Companies Act 2006, (“CA 2006”), there are areas which are still causing issues for people, or that may give rise to some unexpected and unwanted problems. Set out below is guidance on some of those areas.

1. Filing amendments to Articles of Association for a company incorporated pre 1 October 2009

If a company is planning to amend its articles, it will need to pass a special resolution (under s.21 CA 2006) approving those amendments and then file the amended articles (along with the special resolution) with the registrar of Companies House (s.26 CA 2006).

The potential difficulties arise in relation to what needs to be filed with Companies House, particularly if the company was incorporated pre-1 October 2009 and has retained its long form memorandum of association. Under s.28 CA 2006, certain provisions of the memorandum of association are now deemed to be included in the articles of association and s.18 CA 2006 requires that a company’s articles must be contained in a single document. The amended articles to be filed at Companies House must therefore contain those provisions of the memorandum of association (and any others that a company wants to retain) either in long-form in the body of the articles, or appended to the back of the articles with a clear and express note stating that such provisions now form part of the articles. A company must ensure that any provisions of its memorandum that it wishes to retain are included in its articles or the filing may be rejected.

One additional issue relates to the provisions of the memorandum which are deemed to be included in the articles. If, as some companies have chosen to do when amending their articles, a special resolution is passed deleting the provisions of the memorandum that are deemed to form part of the articles (due to their apparent obsolescence), a company should ensure that none of these provisions are required. A common mistake has been to delete the provision in the memorandum relating to limited liability that would automatically transfer to the articles (under s.28 CA 2006), only to find that the existing articles do not contain such a provision and the Company appears to have inadvertently changed its status. Fortunately, there is a saving provision at paragraph 10 to CA 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 which prevents a company from changing its status in this manner, but a prudent practitioner would probably do better than to rely on this.

2. Written Resolution Lapse Date

Under the Companies Act 1985, written resolutions were deemed passed once the last member had signed the resolution. This led to resolutions being circulated indefinitely and the potential for membership to change during the period of circulation. Changes made under the CA 2006 mean that written resolutions now lapse if they are not agreed within 28 days of the circulation date (s.297 CA 2006). Shareholders should be made aware of this point in the notes to any written resolution circulated.

3. Derivative Actions

The basic rule from Foss v Harbottle is that in any action in which a wrong is alleged to have been done to a company, the proper claimant is the company itself and not the individual shareholders. A shareholder therefore cannot generally bring a claim to recover a diminution in the value of his shares in circumstances where the diminution arises because the company has suffered an actionable loss. The proper course is for the company to bring the action and recoup the loss with the consequence that the value of the shares will be restored. Further, a director owes his fiduciary duties (as are now codified in CA 2006) to the Company not to the shareholder.

Under s.260 CA 2006, however, shareholders can now bring derivative claims which allow them to sue on behalf of the company, following court permission. The shareholder will need to pass through two initial stages where (i) he will have to show a prima facie case and (ii) the court decides, on evidence from the applicant and the respondent whether the case should proceed. A claim can only be made if it is based on actual or proposed acts or omissions which involve negligence default, breach of duty or breach of trust by a director.

In light of this, Directors should be aware of their codified duties in advance and be kept up to date. They should also ensure that under their D&O insurance and directors' indemnities (if applicable) they are covered for the cost of dealing with and defending derivative claims. It may also be prudent to update the board procedure in relation to meetings, minutes and board packs and to revise document retention policies to ensure that important decisions are properly evidenced.

4. Environmental Reporting requirements

All companies must prepare a directors' report for each financial year (s.417 CA 2006) and all directors' reports (other than those for small companies) must include a business review (s.417(1) CA 2006). Certain types of companies must now include environmental information in their business reviews.

To the extent that it is necessary for an understanding of the development, performance or position of the company’s business, the business review of quoted companies (as defined by s.385(7) CA 2006) must also include, among other things, information about environmental matters (including the impact of the company’s business on the environment) and information about any policies of the company in relation to such matters and the effectiveness of those policies (s.417(5)(b)(i) CA 2006). Where directors of quoted companies have nothing to report on environmental matters, the business review must confirm that it does not contain such information.

Furthermore, s.417 (6) CA 2006 requires all companies (other than small and medium sized companies as defined by CA 2006), to include in their business reviews, where necessary, an additional analysis using non-financial key performance indicators which include information relating to environmental matters (s.417(6)(b) CA 2006).

We regularly contribute to online knowledge database Mondaq, and a copy of this and other articles can be found here

Alex Melrose

Rosenblatt acts for Infrastructure India Plc

01/06/2010

Rosenblatt Solicitors acted for Infrastructure India Plc on their successful defence of a proposal by Advance UK Trust Plc to remove the existing Board of Directors.

The Company convened an Extraordinary General Meeting in order to consider resolutions to remove the Board, but the resolutions were defeated by over 85% of the votes cast.

Rosenblatt Partner, Jon Lovitt, advised the Company in relation to the matter.

Rosenblatt acts for Handmade Plc

01/06/2010

Rosenblatt Solicitors acted for Handmade Plc in relation to the recommended mandatory cash offer for the entire issued share capital of the Company made by Almorah Services Limited.

Almorah Services also made an offer for the £10.2 million convertible loan notes issued by the Company.

Jon Lovitt, Partner, led the transaction with assistance from Alex Melrose and Natalie Georgiou. Pinsents acted for Almorah Services Limited.

Subject to Contract?

01/06/2010

The recent Supreme Court decision in the case of RTS Flexible Systems Limited v Molkerei Alois Müller Gmbh & Co KG [2010] UKSC 14 is a reminder of the dangers to businesses of commencing work on commercial projects without having agreed contractual terms in advance. In this case the court held that a contract had come into effect in spite of the fact that the agreement had never been signed and included a clause which stated that the agreement would not become effective until it had been signed and exchanged by both parties.

RTS, a provider of automation systems for packaging foods, had been awarded the contract to supply the well known dairy product manufacturer Muller with an automated system for packaging some of its dairy products. RTS began work on this project on the basis of a four week letter of intent (“LOI”) pending agreement of a final contract between the parties. A draft contract incorporating Muller’s amended version of the mechanical engineering industry’s standard terms for such projects (“Standard Terms”) was subsequently prepared but never signed.

After the LOI had expired, RTS continued working on the project and the parties continued to negotiate terms. The parties later reached agreement on most of the major issues and continued to work on the project on the basis that other less substantive issues could be agreed during the course of the project and that agreement of these terms should not be a precondition to a concluded agreement.

A dispute subsequently arose between RTS and Muller over a number of matters including whether the equipment provided by Muller was defective. Muller paid RTS only a portion of the contract price and RTS brought a claim against Muller for either the unpaid balance of the contract price, or damages.

The preliminary issues tried were: (a) whether a contract had ever come into existence between the parties; and (b) if a contract had come into existence, what its terms were.

RTS argued that either the terms of the LOI continued to govern the relationship between the parties or that a new contract incorporating the draft Standard Terms had come into effect after the LOI had expired. Muller contended that the draft Standard Terms had not come into effect as they had not been signed. Muller relied, inter alia, on the existence of a clause in the draft Standard Terms stating that the contract would not become effective until each party had executed a counterpart of the contract and exchanged it with the other. Whilst not actually being couched as a ‘subject to contract’ clause it was contended to have the same effect.

The Supreme Court held that in light of the fact that all essential terms of the contract had been agreed by the parties, and that the parties had commenced performance (and continued that performance during negotiations), that a contract which incorporated the Standard Terms had in fact come into existence. The court noted that the draft Standard Terms (incorporating the ‘subject to contract’ clause) had been varied by the parties, and on that basis the judge considered that the parties had effectively waived this ‘subject to contract’ provision. The court held that it made no commercial sense to find that there was no contract in existence, when the parties had in fact agreed to vary that contract.

Comment

In today’s fast moving commercial world it is not always possible to have concluded the final contractual details of a proposed commercial project in advance. The reality is that businesses often enter into and perform procurement and supply projects before a contract has even been drawn up. Indeed, it is quite often the case that where a business has successfully tendered for a contract, its success has in some way been due to previous performance for that client. In these circumstances it is naieve to think that a successful tenderer, who has been supplying a client for, in some cases many years, will suddenly ‘down tools’ after winning a major bid and refuse to supply that client until a formal contract has been entered into and signed.

However, businesses do need to understand the risks associated with this approach and should make every effort to nail down the specifics of a contract and agree its terms, if possible before the supply begins, but if not, as soon as possible thereafter.

Merely hiding behind ‘subject to contract’ type clauses and refusing to sign a contract will not always shield parties from risk and the courts will in some instances look to a course of conduct between parties to ascertain the existence and terms of a contract.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

We regularly contribute to online knowledge database Mondaq, and a copy of this and other articles can be found here

Gerard Dempsey

Tullet Case - A Win for Rosenblatt Client

27/05/2010

Let’s face facts on privacy

20/05/2010

Facebook has been criticised by the EU’s group of data protection authorities for making fundamental changes to users’ default privacy settings.

The criticism has been prompted because the new default settings would allow a user’s private information to be accessed by anyone on the internet – including search engines – unless the user makes changes to tighten the settings. Although users were informed about the changes, and given the opportunity to amend the settings, the criticism questions whether it fair to expect users to have to react to and understand the implications of a change imposed on them.

Research carried out for the UK’s Information Commissioner’s Office in 2008 showed that nearly half of users believe that a company’s small print is designed to be as woolly as possible, and to allow them to make money by selling on customers’ details. But despite this cynicism, nearly three quarters of the users surveyed admitted to not reading or understanding the small print properly. This attitude suggests why it is important that the default settings should be privacy-friendly for users.

Although the legal issues are complex and in some cases have not been established, it is arguable that the users’ information has all been posted by them voluntarily. However, the criticism has also identified another area of concern – where a user has posted within their profile or page some information relating to someone else without their consent (for example, where you find yourself “tagged” in a photo uploaded by a friend).

The willingness of users to post personal information contrasts with the view of the internet as an anonymous and unregulated space, but shows how it is necessary for companies like Facebook to offer users some form of default protection – from themselves.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances

Chris Pulham is a partner and head of the IT/IP department at City firm Rosenblatt solicitors.

Rosenblatt Acts for Kaupthing Capital Partners II

18/05/2010

Rosenblatt Solicitors have advised the administrators of the Kaupthing Capital Partners II fund on the sale of its 49% shareholding in the high street fashion retailer Phase Eight.

Phase Eight was bought by management, backed by Kew Capital. Corporate partner Nick Foss-Pedersen advised the administrators on the sale.

Great Britain’s offshore electricity transmission regulatory regime

10/05/2010

Despite the fact that we lag sadly behind our European counterparts in terms of renewable energy sources the UK remains confident that the talking will stop and action will take its place. Given that we are an island the UK’s claim that it is the “World leader in offshore wind” should not be surprising and it goes without saying that we should have ambitious plans and budget support for the London Array giving us a fighting chance of meeting our renewables targets. It is hoped that we will be in a position to increase generation from offshore wind and other renewable energies by 2020 in order to enable us to meet our targets but, given current Government limbo, we need to see the renewables consensus converted speedily and whoever is in charge needs to be aware that an almost vertical growth path for renewables is required. Wind, along with wave and tidal power, have been seen as a critical part of our move to a low carbon economy. It is hoped that these opportunities will encourage investment and an increase in our green skills bank in the UK. We have been told that offshore wind could create 70,000 new green jobs which would of course bring enormous economic benefit to the UK not to mention a reduction in our carbon usage and a significant investment in our renewable energy industry.

In June last year Lord Hunt, then Minister of State at the Department of Energy and Climate Change, wrote that the offshore transmission regulatory framework was designed to be flexible and deliver the co-ordinated offshore grid that the UK needs, as efficiently and economically as possible. He assured us that the Government would ensure the regime delivers the co-ordinated network that the UK needs and a vision for network development reaching out beyond 20/20.

Alastair Buchanan, CEO of OFGEM, confirmed that the first three Crown Estates rounds required to connect the new offshore renewable generation to the National Electricity Grid would require investment in grid infrastructure of up to £15 billion. He confirmed the new regulatory regime for offshore transmission which was developed in partnership by OFGEM and the Government and provided a framework to encourage the new investment needed to deliver the network. This was to create a huge opportunity for new entrants and companies already active in the British market to invest in offshore transmission assets under a long term and low risk regulatory regime.

As we are aware the Renewables Obligation is the (now) Government’s main form of support for live scale renewable electricity in the UK. It is hoped that offshore wind will play an important part in meeting our set target of 15% of the UK’s energy needs being met by renewable sources. The Crown Estate have kindly agreed to lease offshore generation sites in order to assist the UK in achieving these targets. Nevertheless we don’t have much time and the steps that are required to be taken are immense both in terms of capital investment and in terms of mitigating the effects of climate change. As a result OFGEM ran an open competitive tender for the rights to own and maintain new offshore transmission infrastructure and generators it is hoped will be amongst the most and competitive players on the market which we in turn are assured will result in lower costs and higher standards of service ultimately for consumers.

The Labour Government’s plans called for up to 25GW of capacity to be made available and the first OFT’s (offshore transmission network owners) licences to be issued by June 2010 when it will become “illegal” to transmit electricity offshore at 132 KW and above without a licence. Six companies have already been announced as shortlisted to provide the connections for nine offshore wind farms. They have since been invited to put forward final bids to own the links under 20 year licences for the “transitional” projects.

All this said, more than 100GW of offshore wind projects are already being drafted in Europe with the aim of satisfying around 10% of the EU’s electricity demands and equal to approx 100 large coal-fired plants. As such, and given the unreliability of weather, the UK has agreed to join forces with some of its EU counterparts and begin to build a high-voltage direct current network. This renewables super grid will ensure electricity can be supplied regardless of where the wind is blowing or the sun is shining as it will enable offshore Scottish turbines to convert with wave power in Belgium and solar generation in Germany, for example.

We need to ensure that a new Government continues its commitment to this super grid and as speedily as possible implements the primary legislation for a Green Investment Bank as well, of course, as the Renewable Heat Incentive.

We regularly contribute to online knowledge database Mondaq, and a copy of this and other articles can be found here

Tessa Laws
Partner

Taxation of termination payments

10/05/2010

Although economic indicators point to the UK emerging marginally from recession, many employers are still finding they are under pressure to reduce their headcount. As such, it is useful to revisit the tax treatment of termination payments.

There is a widely held view that the first £30,000 of any termination payment is tax free. As this article will show, such a view is not necessarily correct. It is worth pointing out at this stage, that if an employer makes a termination payment and mistakenly believes that the first £30,000 is tax free, it is the employer who will be liable for any tax and/or national insurance contributions (“NIC”) it should have paid or deducted in respect of the termination payment, plus interest and penalties. Whilst this risk can be mitigated to a certain extent by limited rights of recovery against a former employee and by including a tax indemnity from the employee in a compromise agreement, there may be practical difficulties and considerable expense for the employer in enforcing the indemnity.

General Principles

Termination payments are taxed under the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”). ITEPA contains a number of provisions which are potentially applicable to termination payments. It is, therefore, necessary to identify which provision is actually applicable to the termination payment in question. However, before the correct provision can be identified, the true nature of the payment needs to be determined, which will require assessing the basis on which the payment is made and considering all the background factual circumstances to the payment.

Often a termination payment will fall within more than one provision. Where this happens ITEPA states which provision is to take priority. In order to identify the correct provision, the following process should be used.

(a) Does the payment fall within the category of general earnings and as such taxable under Part 2 of ITEPA?

(b) Is the payment a taxable benefit and as such taxable under the benefits code in Chapters 2 to 11 of Part 3 of ITEPA?

(c) Is the payment for a restrictive covenant and as such taxable under Chapter 12 of Part 3 of ITEPA?

(d) Is the payment from an employer-financed retirement benefits scheme and as such taxable under Chapter 2 of Part 6 of ITEPA?

(e) If none of the above, is the payment in connection with the termination of a person’s employment and as such taxable under sections 401 to 416 (Chapter 3 of Part 6 of ITEPA) and therefore within the £30,000 exemption?

The effect of the priority provisions is that where a payment is, for example, categorised as both a termination payment and general earnings, it will be taxed as general earnings rather than a termination payment.

As mentioned, it is necessary to ascertain the true nature of the payment to establish its tax and NIC treatment because the income tax and NIC treatment of termination payments varies depending on the type of payment involved. This is particularly important as HM Revenue & Customs (“HMRC”) often challenge the nature of the payments especially where the £30,000 tax free exemption is being relied upon.

Termination payments typically take the form of one or more of the following: a payment in lieu of notice, compensation or damages for failure to serve notice, a statutory or contractual redundancy payment, compensation for a statutory employment claim (e.g. unfair dismissal, unlawful dismissal), an ex-gratia payment, retirement benefit or a benefit in kind (e.g. transfer of ownership of a company car, forgivable loans).

Clearly, where a termination payment consists of a number of different elements, it is necessary first of all to identify each of the elements and then to determine the true nature of each element.

Whilst the principles involved in determining the tax treatment of a termination payment are fairly straightforward, difficult questions are often raised in their application.

Is the termination payment taxable under Part 2 of ITEPA?

The basis of taxation under Chapter 2 of Part 2 of ITEPA is set out in section 6(1), which provides that the charge to income tax on “employment income” is a charge on “general earnings” and “specific employment income”.

The definitions of “employment income”, “general earnings” and “specific employment income” are set out in section 7. The key to these definitions is whether or not a payment constitutes “earnings”, which is defined in section 62 as:

(a) any salary, wages or fee;

(b) any gratuity or other profit or incidental benefit of any kind obtained by the employee if it is money or monies’ worth; or

(c) anything else that constitutes an emolument of employment.

It is necessary to turn to case law relating to Schedule E of the Income and Corporation Taxes Act 1988 (the predecessor to sections 6 and 62 of ITEPA), to determine what constitutes an “emolument of employment” and whether the emolument arises from employment. It is beyond the scope of this article to consider this point in detail. It should be noted though that not all payments made by an employer to an employee will constitute earnings. However, any payment made to an employee in return for “acting as or being an employee” or “being or becoming an employee” will constitute earnings. Accordingly, whether or not a payment to an employee derives from his or her employment (and as such constitutes earnings) depends on the reason why the payment is made. In general, most contractual payments (e.g. payments made pursuant to an employee’s employment contract) are liable to tax as section 62 earnings. In the Court of Appeal case of Dale v de Soissons it was held that a contractual payment stated to be compensation for loss of office (which was more akin to damages) was liable to tax as profit arising from his employment.
The most common payment made in connection with the termination of employment which does not constitute “earnings” is damages for wrongful dismissal.

Payments in lieu of notice

In practice the main difficulty that arises in respect of termination payments which are “payments in lieu of notice” (often referred to as Pilons) is whether such payments constitute “earnings” or damages. If the payment constitutes earnings, it is fully taxable. Whereas, if the payment constitutes damages, it should fall within the £30,000 exemption.

The phrase “payment in lieu of notice” is commonly used to describe at least four different types of payments:

(a) An employer gives proper notice of termination to his employee, tells the employee that he need not work until the termination date and gives him wages attributable to that notice period in a lump sum. In this case (commonly called “garden leave”), there is no breach of contract by the employer. The employment continues until the expiry of the notice and, as such, the lump sum payment is simply an advance payment of wages.

(b) The contract of employment provides expressly that the employment may be terminated either by notice or, on payment of a sum in lieu, summarily. In such a case, if the employer summarily dismisses the employee, he is not in breach of contract provided that he makes the payment in lieu. The payment in lieu is not a payment of wages in the ordinary sense, since it not a payment for work to be done under the contract of employment.

(c) At the end of employment, the employer and employee agree that the employment may be terminated immediately on payment of a sum in lieu of notice (this will invariably be the case where the employment contract does not give the employer the right to terminate summarily on payment of a sum in lieu of notice). Again, the employer is not in breach of contract by dismissing summarily and the payment in lieu is not strictly wages since it is not remuneration for work done during the continuance of employment.

(d) Without the agreement of the employee, the employer summarily dismisses the employee and makes a payment in lieu of proper notice. The employer is in breach of contract by dismissing the employee without proper notice. However, the summary dismissal is effective to put an end to the employment relationship. Since the employment relationship has ended, no further services are to be rendered by the employee under the contract. It follows that the payment in lieu of notice is not a payment of wages in the ordinary sense, since it is not a payment for work done under a contract of employment.

The tax treatment of Pilons within categories (a) to (c) above was considered in the case of EMI Group Electronics Ltd v Caldicott . Such payments are generally fully taxable as emoluments arising from employment. However, categories (b) to (d) require further consideration.

Contractual Pilons

Where a Pilon is made pursuant to a contractual provision, it is taxable under section 62. It should be noted that a contractual Pilon clause may be found not just in the contract of employment, but may also be in any side letter to the main employment contract, the staff handbook, any letter of appointment, the redundancy agreement or an employer-union agreement.

Where there is a contractual Pilon clause, but the employee waives the right to notice or there is a mutual agreement to terminate early, HMRC will usually seek to tax the portion of any severance payment equivalent to the earnings for the notice period. This appears to be on the basis that there is no breach of contract and therefore the payment cannot be regarded as damages. Consequently, HMRC considers that the payment must be made under a contractual Pilon clause.

It should be noted that where an employee claims to have been constructively dismissed, it is arguable that any termination payment received by the employee is either damages for breach of contract or is a payment under the Pilon clause. If an employee actually resigns and the employer is in fundamental breach of contract, HMRC should not be able to argue successfully that payment is made under a contractual Pilon clause, as the employer, being in fundamental breach of contract, is no longer able to rely on any term of the contract. However, in such situations the employee often threatens to leave, but does not actually go, the employer then denies the breach and the parties reach a mutual agreement. In these circumstances, HMRC's view is generally that the employee has waived the breach and the payment was made under a contractual Pilon clause.

Implied contractual Pilons and “auto-Pilons”

Many employers have a custom of making Pilon payments even where there is no Pilon clause in the employment contract. Where this is the case and the employment contract in question does not contain a Pilon clause, HMRC is likely to view any Pilon as taxable under section 62 either on the basis that an implied contractual right to a Pilon has arisen or on the basis of the Pilon is an “auto-Pilon”.

Following the Privy Council case of Reda v Flag , HMRC appear to accept that it is rare for an implied term to become incorporated into a contract of employment by reason of custom and practice if it conflicts with an express obligation (e.g. an obligation to serve notice) in the contract.

However, in spite of HMRC’s views that Pilon clauses can rarely be implied, HMRC put forward a similar argument in Tax Bulletin 63 (February 2003) which it refers to as the “auto-Pilon” argument. This argument has subsequently been refined and is currently dealt with in paragraph 2777 of HMRC’s Employment Income Manual. HMRC’s argument is that where the making of a Pilon is an “automatic response to termination”, such a payment may constitute section 62 earnings. Whether or not HMRC’s auto-Pilon argument would succeed in the courts remains to be seen. However, employers are advised to avoid establishing an automatic response of making Pilons. Employers, therefore, must be able to demonstrate that each case is looked at individually, a decision is made on a case by case basis about whether to require the employee to work their notice period, to go on garden leave or to receive a payment in lieu of notice. Further if the employee is not required to work their notice period, the employer should consider the amount of the payment in lieu of the notice period and, in particular, it should consider whether to pay in full or make a deduction for any mitigation and accelerated receipt.

Discretionary Pilons

In the Court of Appeal case of the EMI Group Electronics Ltd v Caldicott, it was held that where a contract gives the employer a discretionary right to make a Pilon, any such payment would be taxable as an emolument from employment.

However, if the employer does not exercise its discretion to make a Pilon under the terms of the contract, but instead makes a payment of damages, the tax treatment should be different. In the Court of Appeal case of Cerberus Software Ltd v Rowley it was held that a payment made after an employee’s summary dismissal and pursuant to a decision by the Employment Tribunal, was a payment of damages, despite a right in the contract for the employer to make a Pilon. A discretionary Pilon clause does not provide the employee with a right to demand payment, it merely gives the employer the choice as to whether to make a payment in lieu of notice or not.

Whilst HMRC now accepts that in principle, damages paid following a failure to exercise a discretionary Pilon clause are taxable under section 401 of ITEPA (and therefore qualify for the £30,000 exemption), it should be noted that HMRC and the courts will critically analyse such a payment to determine whether it is a payment of damages or a payment pursuant to a Pilon clause.

Nature of the payment

Where an employment contract contains either a discretionary Pilon clause or no Pilon clause and the employer makes a termination payment, which for tax purposes is intended to be treated as damages or compensation for breach of contract, the guidelines below should be followed to reduce the risk of a successful HMRC challenge:

(a) the size of the payment should reflect the fact that there will be accelerated receipt;

(b) the size of the payment should reflect any mitigation of loss by the former employer;

(c) the size of the payment should reflect the different tax treatment of damages; and

(d) the size of the payment should reflect all the salary and benefits (as opposed to just the salary) that the former employee would otherwise have been entitled to.

Clear documentary evidence showing the reasons for making the payment and how the payment was calculated should be produced and retained.

It should be noted that the courts tend to be reluctant to find there has been a breach of contract resulting in the termination payment being treated as damages or compensation. This has recently been shown in the case of Cornell v Revenue & Customs .

Other payments

A detailed consideration of the tax treatment of the other types of termination payments is beyond the scope of this article. However, it should be noted that sections 401 to 416 which deal with the taxation of payments and other benefits received in connection with the termination of employment are widely drafted and are designed to catch all payments and benefits that are not earnings and so are not taxed under section 62. Accordingly, rarely will ex-gratia payments (in excess of £30,000) escape liability to tax altogether. The first £30,000 of payments that fall within section 401 are exempt from tax and any excess will be subject to income tax in the normal way. If the payment relates to foreign service, there may be a partial or complete exemption from tax.

As previously mentioned, it should not be forgotten that sections 401 to 416 act as charging provisions on termination payments where no other charging provisions apply.

Below is a brief summary of the other common types of termination payment.

Statutory redundancy payments

Statutory redundancy payments are exempt from tax by section 309 of ITEPA.

Non-statutory redundancy payments whether contractual or non-contractual, should fall within sections 401 to 416 of ITEPA and therefore qualify for the £30,000 exemption, provided they are paid genuinely on account of redundancy and are not a form of terminal bonus.

Restrictive covenants

Any payment made for restrictive covenants is fully taxable under sections 225 and 226 of ITEPA. If a former employee is required to give restrictive covenants as part of a compromise settlement, the consideration for the restrictive covenants should be set out in the compromise agreement. This is to reduce the risk of HMRC successfully arguing that a larger amount is attributable to the restrictive covenants. The consideration should be reasonable compared with the value of the rest of the package.

National Insurance Contributions

Payments that constitute section 62 earnings are subject to NIC (both employer and employee). However, payments that are liable to tax under section 401 of ITEPA are generally not liable to NIC even if they exceed £30,000.

This publication is intended merely to highlight issues and not to be comprehensive nor to provide legal advice. Conor Brindley heads up the tax group at Rosenblatt Solicitors.

We regularly contribute to online knowledge database Mondaq, and a copy of this and other articles can be found here

Rosenblatt Acts for finnCap on buyout

04/05/2010

Rosenblatt Solicitors, the City law firm, acted on behalf of finnCap, the institutional broker and corporate advisor, in relation to the buyout of the outstanding 50% of the company that was previously owned by J. M. Finn & Co Ltd, the private client stockbroker. The Rosenblatt team was lead by Corporate Partner David Fairfield.

The buyout was by the employees of finnCap lead by chairman, Jon Moulton, and finnCap founder and chief executive, Sam Smith. The company name has changed from J. M. Finn Capital Markets Ltd to finnCap Ltd, in line with the company trading name, and the company is now fully independent.

finnCap is focused on the small cap market and aims to be broker and adviser of choice in the smaller company space. It completed a spin out in August 2007 from parent company JM Finn, as a new stockbroker and adviser aimed at the growth company market. Since then it has raised over £240 million for corporate clients in approximately 60 deals.

finnCap is already ranked as a top-ten AIM adviser and broker and occupies leading positions in several sectors. In technology it is No. 1 ranked by number of AIM clients, and no 2 in life sciences. finnCap’s 45-strong team has established leading positions in the small cap consumer, industrials, insurance, support services, financials and mining sectors.

Rosenblatt Solicitors is based in the City and acts for a large number of quoted and unquoted companies on all types of corporate transaction, in particular mergers and acquisitions and AIM and full list flotations. Its clients include a number of VCTs and private equity houses.

Team puts the boot into the owners of Birmingham City Football Club

01/04/2010

On 29 March 2010, our client, Seymour Pierce Limited was awarded summary judgment in the High Court against Grandtop International Holdings Limited. Grandtop is the owner of premiership football club Birmingham City.

The award £2,200,000 plus interest and costs was in respect of a success fee due to Seymour Pierce which Grandtop had refused to pay. Mr Justice Eady ruled that Grandtop's Defence to Seymour Pierce's claim had no prospect of success.

The case was handled by Ian Rosenblatt, Anthony Field and Simon Walton.

2010 BUDGET SUMMARY

25/03/2010

Alistair Darling delivered the 2010 Budget on 24 March 2010. Below is a summary of the key announcements. Please contact Conor Brindley if you require any further information concerning any of the announcements.

Business Taxes

• Annual Investment Allowance

From April 2010, the annual investment allowance (AIA) will be doubled to £100,000.

Broadly speaking, the AIA is effectively a 100% capital allowance available to all businesses on most expenditure on plant or machinery.

• Capital distributions – corporation tax treatment clarified

The rules on the taxation of income distributions received by corporation tax payers will be extended so that they apply to certain capital distributions. The legislation will have retrospective effect.

Part 9A of the Corporation Tax Act 2009 introduced a new corporation tax regime for UK and overseas source distributions from 1 July 2009, which expressly excludes distributions that are capital in nature. Essentially, Part 9A exempts from corporation tax all income distributions by UK or non-UK companies unless the distribution falls within certain anti-avoidance rules. By contrast, distributions that are capital in nature may be subject to corporation tax on chargeable gains unless, for example, the substantial shareholding exemption or another exemption or relief is available. This change means that distributions will not be prevented from falling within the distribution exemption regime in Part 9A of the Corporation Tax Act 2009 because they are capital in nature.

• Corporation Tax Rates

The main rate of corporation tax for the year commencing 1 April 2011 will remain at 28% for companies and groups whose profits for the accounting period exceed £1.5 million. As announced in the 2009 Pre-Budget Report, the rate for companies paying tax at the small companies rate (those with profits of less than £300,000) will remain at 21% for the tax year 2010-11. Rates for marginal relief will similarly remain unchanged.

• No tax deduction when a loan to a participation of a close company is released or written off

Legislation will be introduced in the Finance Bill 2010 to deny a corporation tax deduction to a close company releasing or writing off a loan to participator. This change will take effect for loans released or written off on or after 24 March 2010.

When a close company makes a loan to a participator, the company must pay HMRC a sum equal to 25% of the loan. If the debt is released or written off by the company, the debt is treated for the borrower's purposes as a dividend (that is, it will be grossed up and treated as income received by the borrower for the tax year in which the release took place). The borrower is treated as having paid tax at the dividend ordinary rate on the grossed-up amount. Accordingly, the borrower will have no further tax liability unless he is a higher rate taxpayer. However, for the company's purposes, the debt released or written off was not treated as a dividend and, accordingly, the company was entitled under the loan relationship rules to claim a tax deduction for it.

• Reform of the investment funds tax rules

The government announced that it will consider various reforms to the UK tax rules applying to investment funds. The government intends to:

• Work with industry to ensure that the stamp duty reserve tax rules relating to investment funds only apply to investments in underlying funds if they are themselves primarily invested in UK equities.

• Consult on whether establishing a tax-transparent contractual fund vehicle would be beneficial for the UK.

• Work with industry to address issues for authorised investment funds investing more than 20% in both reporting and non-reporting offshore funds

• Review the tax rules relating to investment trusts with a view to modernising the rules.

• Venture Capital Scheme

Legislation is to be introduced to implement the four changes to the Enterprise Investment Scheme (EIS) and the Venture Capital Trust scheme (VCT), to meet commitments given to the European Commission to obtain state aid approval. The four changes are to:

• Replace the current rule that requires at least 50% of a company's qualifying activities to be in the UK with a requirement to have a permanent establishment (PE) in the UK.

• Prevent "enterprises in difficulty" from being eligible for investment under the schemes.

• Replace the current requirement that VCTs must be listed in the UK with a requirement that their shares must be traded on an EU "Regulated Market".

• Require VCTs to hold at least 70% of their qualifying holdings in "eligible shares" (eligible shares requirement).

The first three changes will have effect from the date the Finance Bill 2010 receives Royal Assent (irrespective of when the money was raised from the EIS or VCT investment); the eligible shares requirement will have effect for monies raised by the VCT after the date of Royal Assent.

The government has decided not to go ahead with the proposed new "small enterprise" qualifying requirement (intended to replace the current gross assets and number of employees requirements for both EIS and VCT purposes).

The government has announced it will work with industry to review the case for increasing the employee limit to either 100 or 250 employees, the gross assets limit to £15 million before the investment and £16 million afterwards and the annual investment limit to £5 million for qualifying companies.

• Zero-emission goods vehicles – 100% first year allowance

A 100% first year allowance on all expenditure incurred on new (not second-hand) zero emission goods vehicles from 1 April 2010 for companies (6 April 2010 for unincorporated businesses) until 31 March 2105 (5 April 2015 for non corporates) will be available.

Employment Taxes

• Amendments to enterprise management incentives (EMI) legislation

The EMI rules will be changed to allow companies with a permanent establishment in the UK to grant EMI options. The change will apply only for EMI options granted on or after the date on which the Finance Bill 2010 receives Royal Assent.

• Employer supported childcare – relaxation of rules

Legislation will be introduced to amend the "generally available to all employees" condition that must be met for employer-provided childcare and childcare vouchers to be exempt from tax and NICs. HMRC has indicated that the change will take effect retrospectively from 6 April 2005.

Currently, employer-provided childcare and childcare vouchers benefit from exemption if, among other conditions, they are provided under a scheme that is open to the employer's employees generally. Many employers only offer these benefits through salary sacrifice arrangements. This effectively excludes employees if the salary sacrifice arrangement reduces the employee's earnings below the national minimum wage (and therefore excludes all employees). The measure will introduce an exception to the generally available to all employees condition in the case of such low-paid employees.

• Income Tax Rates

Personal allowances are to be frozen at their 2009-10 level (£6,475 for individuals under 65), as are the rate bands for basic (20%) and higher (40%) rate tax. Finance Bill 2010 will introduce an additional rate of 50% on income in excess of £150,000 and provisions reducing personal allowances at the rate of £1 of personal allowance for every £2 of income above £100,000.

• NIC rates and thresholdings

For 2010-11, with two exceptions, all NICs rates and thresholds are unchanged from 2009-10. The two exceptions are:

• The (LEL), which is linked to the basic State Pension, will increase by £2 from £95 per week to £97 per week.

• The special Class 2 rate for Volunteer Development Workers will increase by 10p from £4.75 per week to £4.85 per week, because this is linked to the LEL.

For 2011-12, in addition to the 0.5% increases announced at the 2008 Pre-Budget Report:

• The main rates of Class 1 (employee) and Class 4 (self-employed) NICs will be increased by a further 0.5% to 12% and 9% respectively.

• The employer rate for Class 1, 1A and 1B contributions will be increased by a further 0.5% to 13.8%.

• The additional rate of Class 1 and 4 NICs will be increased by a further 0.5% to 2%.

• The primary threshold and lower profits limit will be increased by £570 to compensate the lowest earners.

• No taxable benefit for electric cars

For the five tax years from 6 April 2010 to 5 April 2015 no income tax charge on benefits will arise on cars with zero CO2 emissions (and which are incapable of producing such emissions). Employees who have the benefit of a car provided by their employer are liable to tax at a rate that is calculated as a percentage of the cost of the car, the applicable percentage being determined by the emissions of the vehicle. The Finance Bill 2010 will amend the existing provisions to introduce both the zero rate charge and a new reduced rate of 5% on ultra-low emission cars. Zero-emission vans will also benefit from the new zero benefit charge.

• Review of tax treatment of growth shares, JSOPs and similar arrangements

HM Treasury have announced that there will be a "consultation in summer 2010 on taxing ... returns from geared growth, following the increased use of tax-motivated arrangements involving employment-related securities" . . . "to ensure that income from employment is taxed correctly".

This appears to refer to arrangements such as growth share plans and shared growth/joint ownership and carried interest arrangements, which are intended to secure that employees pay capital gains tax (at 18%) rather than income tax (at 40 or 50%) on gains on shares (and other securities) or interests in them.

Environment

• Changes to enhanced capital allowances rules

The list of expenditure qualifying for enhanced capital allowances (ECAs) will be revised. The changes are:

• The addition to the energy efficient scheme list of two new sub-technologies: permanent magnet synchronous motors and biomass fired warm air heaters.

• The removal of one existing technology (compact heat exchangers) and one sub-technology (liquid pressure amplification).

• The tightening of the criteria for taps and showers in the water efficient scheme.

Broadly speaking a business can claim ECAs if it incurs qualifying expenditure on designated energy-saving plant and machinery and environmentally beneficial plant and machinery.

Personal Tax

• Capital gains tax rate and exemption

The rate of capital gains tax (CGT) remains 18%. The CGT annual exempt amount for the tax year 2010-11 has been set at £10,100.

• Entrepreneurs’ Relief

With effect from 2010-11, the lifetime limit for the purposes of entrepreneurs' relief is to double from £1 million to £2 million. This means that the taxpayer will suffer capital gains tax (CGT) at an effective rate of 10% on the first £2 million of lifetime gains (CGT at 18% being charged on 5/9 of the gain) made on the sale of a business or of shares in a personal company (one in which the taxpayer holds at least 5% of the ordinary share capital and controls at least 5% of the votes for a period of at least 12 months preceding the sale).

Property

• SDLT – increase in nil rate threshold

The government has announced that it will provide a two-year stamp duty land tax relief for first-time buyers of residential property in the Finance Bill 2010. The relief will be available where the effective date falls on or after 25 March 2010 and before 25 March 2012. Where the relief is available, the nil rate threshold is effectively doubled so that residential purchases up to £250,000 will not be subject to SDLT.

The relief is limited to individuals who satisfy all of the following conditions:

• They acquire a wholly residential property, which can be either freehold or leasehold (where there are at least 21 years left to run on the lease).

• They have not previously bought residential property anywhere in the world.

• They intend to occupy the property as their main or only home.

• If the property is acquired jointly, all the purchasers must satisfy the above conditions.

These extra conditions only apply where the consideration exceeds £125,000. The nil rate of SDLT on residential purchases not exceeding £125,000 continues to apply as before.

• New 5% SDLT rate

The government has also announced that it will provide for the introduction of an additional 5% rate of SDLT for residential property over £1 million in the Finance Bill 2010. The new higher rate will apply to residential purchases where the effective date is on or after 6 April 2011. Currently, the highest rate of SDLT applicable to residential property is 4% where the chargeable consideration exceeds £500,000. All other SDLT rates and thresholds remain unchanged.

VAT

There is no change in the rates of VAT.

• Increases to VAT registration and deregistration thresholds

The following increases in the VAT registration and deregistration thresholds have been announced:

• The taxable turnover registration threshold (which triggers the obligation to register for VAT) will increase from £68,000 to £70,000.

• The taxable turnover deregistration threshold (which triggers the right to apply for deregistration) will increase from £66,000 to £68,000.

• The taxable turnover registration and deregistration thresholds in respect of relevant acquisitions from other member states will increase from £68,000 to £70,000.

The increases have been implemented by statutory instrument made on 24 March 2010 and will take effect from 1 April 2010.

This publication is intended merely to highlight issues and not to be comprehensive nor to provide legal advice. Conor Brindley heads up the Tax Group at Rosenblatt and be contacted at Conor Brindley

Rosenblatt acts for Shore Capital

19/02/2010

Rosenblatt acts for Shore capital in respect of the proposed placing of shares in Telford Homes plc to raise approximately £7.5 million (the "Placing").

The Placing is subject to the approval of certain resolutions by the shareholders of Telford Homes. Telford Homes is an established residential property developer primarily engaged in the regeneration of brownfield sites in East London.

Telford Homes has established beneficial local relationships including partnerships with affordable housing land owners and is also a grant partner of the Homes and Communities Agency with an agreed grant programme of approximately £73 million to deliver 534 affordable homes.

Telford Homes designs high quality developments, obtains planning permissions within a complex planning environment and constructs new homes, primarily one to four bedroom apartments.

The Rosenblatt team was led by Elizabeth Larkins

Rosenblatt Real Estate act on Estates Gazette's Star Deal

17/02/2010

Rosenblatt Real Estate, led by Andrew Kinsey, recently completed for long term client Roches Properties Limited an agreement with H&M Hennes to refurbish and regear Hennes' existing leasehold premises at United Kingdom House, 180 Oxford Street, London.

The deal - which involved a 25 year lease at a rent of £2.85 million p.a. - has been selected by the industry-wide Estates Gazette as their current "Star Deal" in the retail sector and is likely to be one of London's most significant retail transactions in 2010.

Commenting on the deal, Kinsey said that:

"this is the fifth major deal that we've completed for this client in this building alone in recent months. It goes to show that even in these difficult times, landlords who have high quality buildings and are creative in their active asset management and responsive to tenants' needs can still deliver exciting deals that add value to their portfolio".

Greenwash? Eco-Bling? No, it's Really Fit

02/02/2010

By Tessa Laws

Yesterday the Government finally announced its Clean Energy Cashback Scheme – or “feed-in tariff” – for small-scale low-carbon electricity generation, along with its plans to introduce similar incentives for low-carbon heating. Households should get an income and a cash saving. Better late than never or have we been greenwashed, again?

From 1 April householders and communities with renewable energy installations such as solar photovoltaic panels and wind turbines up to 5 MW will be entitled to claim payment for the electricity they generate, even if they only use it themselves. The level of payment depends on the technology and is linked to inflation. A typical 2.5 kW solar PV installation could offer homeowners a reward of up to £900 and save an additional £140 on their electricity bill.

They will get a further payment for any electricity they feed into the grid. The scheme will also apply retroactively to installations commissioned since July 2008 when the policy was first announced.

The tariff levels, which cover hydro, solar, wind and anaerobic digestion aim to provide a 5-8% return on initial investment which is below the level typical in Germany of around 10%. Payments will be made for 25 years on solar installations and between 10 and 20 years for the rest. If generators do not use the energy ….. but rather export it to the grid then the tariff will reduce and tariffs reasonably can be legally assigned which should create opportunities for leasing which has been successful in Europe – home owners lease their solar panels or roof space to a third party, for example.

The Government also published plans to roll-out a scheme to incentivise renewable heat generation technologies such as ground source heat pumps, biomass boilers and air source heat pumps goes ahead.

Under the proposed renewable heat incentive (RHI), which would be the first such scheme in the world, from April 2011 an average semidetached house could receive up to £1000 a year and a £200 saving on bills by switching from oil to a ground source heat pump.

Tariff levels under the scheme would depend on the size and type of installation and the type and will run from 10 to 20 years, depending on the technology.

Energy regulator Ofgem will manage both feed-in tariff schemes and will make payments any heat generated, while suppliers will be responsible for payments for electricity generation.

The move is being largely welcomed by the industry, there is a sense of relief that the UK has got there in the end, although some green organisations suggest higher tariffs are needed to drive demand.

Graham Meeks, Director of the CHPA, commented: “Support under the Feed-In Tariff is vital in the early stages of commercialisation for microCHP. It will help secure the UK’s world-leading position in this exciting low-carbon technology, whilst giving householders a cost-effective choice in cutting their carbon footprint.”

The renewable-energy industry had pushed hard for a tariff with a potential return on investment of 10 per cent over the 20 to 25-year life of the payment, rather than 5 to 8 per cent proposed by the Government.

Although the more modest figure reduces the overall cost of the scheme – which will be funded by a levy on electricity bills – it might also stunt investment, according to the Renewable Energy Association (REA). "The tariff level is key: if it is set generously enough, then all kinds of financial institutions will come forward with products and plans," Leonie Greene, at the REA, said.

As a supporter of feed-in-tariffs my regret is the time we have taken to bring FITs into policy and the knock on effect on our economy and our renewables industry (compared with a variety of our EU counterparts). Let us hope that these incentives finally assist in increasing the UK’s skills set for renewables; increase employment and giving our as yet comparatively fledgling industry, particularly in solar, the kick start it so deserves.

We do now have a fighting chance to move onwards …….cutting out the bling.

We regularly contribute to online knowledge database Mondaq, and a copy of this and other articles can be found here

Rosenblatt acts for Driver Group

02/02/2010

Rosenblatt acted for a Dubai based subsidiary of AIM listed Driver Group plc in respect of its acquisition of the business and assets of David Gibson Associates in Dubai for an undisclosed consideration.

David Gibson Associates provides a range of consultancy services to the construction industry in the UAE including commercial and contract management services, planning and dispute resolution services and the provision of experts, mediators and arbitrators.

The Rosenblatt team was led by Tom Ferns, a partner in corporate finance, who was assisted by Gerard Dempsey.

Rosenblatt acts for Georgina Goodman Limited

02/02/2010

Rosenblatt acted for Georgina Goodman Limited, a leading west end based shoe design and production company, in connection with the investment by a syndicate of investors led by VC house Core Capital LLP.

The investment was structured through a mixture of equity and debt with £2million payable at completion and an option to invest a further £2million in 18 months.

The Rosenblatt team was led by Tom Ferns, a partner in corporate finance, who was assisted by Gerard Dempsey.

Rosenblatt acts for Twenty plc

02/02/2010

In January 2010 Rosenblatt acted for AIM listed Twenty plc in connection with its acquisition of The Moving Service Limited (“Moveme”) a company that provides services in respect of all aspects of moving house.

As part of the transaction, a syndicate of private equity investors led by Advent Private Equity Fund IV subscribed for shares in Twenty plc at completion, with an option to receive further Twenty shares or cash based on the future financial performance of Moveme.

The Rosenblatt team was led by Tom Ferns, a partner in corporate finance, who was assisted by Gerard Dempsey

Maven makes second investment

28/01/2010

We are pleased to announce the successful completion of another £2.0m investment by the Capital For Enterprise Fund ("CFE").

In January, we acted for Maven Capital Partners UK LLP (“Maven”), on its £2.0m mezzanine investment in Wey Bridging Limited ("Wey Bridging"). Wey Bridging is a UK based specialist bridge financing company working primarily in the residential and commercial property markets.

Wey Bridging loans are bespoke secured loans ranging from £10,000 to £300,000 and with terms of one day loans to twelve month loans. Wey Bridging's loans provide capital for property purchase at auction, repossession purchase, property refurbishment and re-sale, property chain gaps, portfolio building, development finance and mezzanine finance.

Rosenblatt's maiden for Maven

21/01/2010

In December 2009 Rosenblatt acted for the Capital For Enterprise Fund A L.P. acting through its agent, Maven Capital Partners UK LLP on its £2m loan facility arrangements with Vero Software Plc.

Vero Software Plc is an AIM listed company. As part of the transaction, Maven Capital UK LLP were granted a option to subscribe for shares in Vero. The warrant is exercisable in specified events (such as change of control, substantial sale of the assets and further listing (or change of listing).

Vero granted security to Maven Capital (as Agent) by way of charge and/or guarantee in each of the jurisdictions listed below.

Vero has subsidiaries and branch offices across the US, Canada, France, Italy, the UK, China and Japan. Vero provides complicated manufacturing and design software packages to industry; in particular, it provides bespoke software for various mould and die companies, companies using CAD/CAM/CAE design packages, sheet metal stamping and plastic mould injection products.

It services the automobile, medical, electronic and aeronautical industries and its products/customers are based in over 40 countries.

Rosenblatt acts for IBIS Media VCT 1 plc

19/01/2010

Rosenblatt has acted for IBIS Media VCT 1 plc in connection with its investment in Contagious Communications Limited. IBIS, along with the existing management team and other investors, acquired the entire issued share capital of Contagious Communications from Xtreme Information Limited.

At the heart of Contagious lies its flagship magazine, DVD and online resource, covering topics such as: branded content; mobile marketing; social networking; user-generated content; word of mouth; viral; interactive; blogs; video games; retail initiatives; design innovations and emerging technologies.

Contagious also operates “Contagious FEED”, a bespoke online intelligence resource and alerts service for advertisers and agencies.

The business also provides consultancy and trend briefings/workshop services for advertisers and agencies, as well as publishing a series of special reports and specialist events.

The Rosenblatt team was led Jon Lovitt and Elizabeth Larkins

Rosenblatt acts for Cenkos

14/01/2010

Rosenblatt has acted for Cenkos Securities plc (Cenkos) on a further placing by Eco Animal Health Group plc to raise £6,000,000 (gross of expenses).

Cenkos are nominated adviser and broker to Eco Animal Health. Eco Animal Health specialises in the development and marketing of high quality medicines for the control of disease in livestock and companion animals.

The Rosenblatt team was Nick Foss Pedersen and Elizabeth Larkins.

Rosenblatt acts for FinnCap

14/01/2010

Rosenblatt has acted for FinnCap on a further placing by ILX Group plc to raise c. £1,000,000 (gross of expenses).

FinnCap are nominated adviser and broker to ILX Group. ILX Group is an accredited training and consulting organisation providing
e-learning, instructor-led training and implementation solutions to the world's top blue chip companies.

The Rosenblatt team was led by Elizabeth Larkins

City heavyweights get the urge to slog it out in the boxing ring

14/01/2010

Please click on the link below to read the following link from City AM

http://www.cityam.com/the-capitalist/city-heavyweights-get-the-urge-slog-it-out-the-boxing-ring

This article was published in City AM: www.cityam.com