CORPORATE & COMMERCIAL | FINANCIAL SERVICES | DISPUTE RESOLUTION

Transactions

PropTech Group Limited

Acting for PropTech Group Limited on the take private of PropTech Group Limited by the US-based MRI Software LLC (backed by TA Associates Management L.P., GI GP IV LLC and Harvest Partners, LP) for an equity value of $93.4 million by scheme of arrangement.

Praemium Limited

Acting for Praemium Limited on its successful cash and scrip takeover bid for Powerwrap Limited, for a deal value of $70 million, in addition to its $15 million acquisition finance facility with HSBC.

AMA Group Limited

Acting for AMA Group Limited on its acquisition of the Capital S.M.A.R.T Group from the Suncorp Group for a deal value of $420 million.

Shandong Ruyi Group

Acting for Shandong Ruyi Group on the divestment of its 49% interest in ‘Cubbie Station’ and associated properties to, and subsequent joint venture with, the Macquarie Infrastructure and Real Assets (MIRA) agricultural fund.

Nature One Dairy (Australia) Pte Ltd

Acting for Nature One Dairy (Australia) Pte Ltd on its acquisition of milk products manufacturer, Nepean River Dairy Pty Ltd for an enterprise value of $36.5 million, on a cash-free, debt-free basis.

AMA Group Limited

Acting for AMA Group Limited on the proposed demerger of its automotive component, accessory and procurement business and the proposed acquisition of AMA Group Limited (post-demerger) by funds advised by the Blackstone Group, for an enterprise value of $508 million.

The owners of the “BlackHawk Premium Pet Care” business

Acting for the owners of the “BlackHawk Premium Pet Care” business on the $52 million sale of the business to EBOS Group Limited.

Solvar Limited

Acting for Solvar Limited on its $45 million institutional private placement and $5 million share purchase plan, to fund the acquisition of Automotive Financial Services Pty Ltd (AFS) and domestic and international loan book growth.

Bay Building Group Pty Ltd

Acting for Bay Building Group Pty Ltd on the partial sell down of equity by its majority owners to PSC Insurance Group Limited (PSC), in addition to a private placement of shares by the company to PSC, for an aggregate deal value of $12 million.

Acting for requisitioning shareholders

Acting for requisitioning shareholders in relation to their successful activism campaign and attempt to spill the board of Genetic Technologies Limited, an ASX-listed predictive genetics company.

Shareholders of SST Australia Pty Ltd

Acting for the shareholders of SST Australia Pty Ltd on the divestment of the company (an adjuvants and spray additives supplier) to Axieo Pty Ltd (a portfolio company of CHAMP Private Equity) for an undisclosed sum.

AMA Group Limited

Acting for AMA Group Limited in relation to the sale of its automotive component and accessories division to GUD Holdings Ltd for an enterprise value of circa $70 million.

The shareholders of Agyle Time Pty Ltd

Acting for the shareholders of Agyle Time Pty Ltd in relation to the sale of the company for an undisclosed sum to Playvox (a portfolio company of the US based growth capital firm, Five Elms Capital).

Bobby’s Drinks Pty Ltd

Acting for Bobby’s Drinks Pty Ltd on its seed capital raise comprising investment from various sophisticated and family office investors, to fund growth initiatives.

FOS Capital Limited

Acting for FOS Capital Limited on its initial public offering on ASX, raising a total of $3 million at a market capitalisation on listing of $11.25 million.

The shareholders of HMPM Pty Ltd

Acting for the shareholders of HMPM Pty Ltd on the sale of the company and the ‘Hoxton MPM’ administrative medical technology services business to MyPracticeManual Pty Ltd, a wholly owned subsidiary of Avant Mutual Group Limited, for an undisclosed sum.

Corporate investor

Acting for a corporate investor on their seed investment in advanced subsea and underground technology solutions provider, UAM Tec Pty Ltd.

AMA Group Limited

Acting for AMA Group Limited on its $100 million acquisition of the Gemini Automotive Panel Repair Group.

The owners of the “Piping Hot” fashion retail brand

Acting for the owners of the “Piping Hot” fashion retail brand on the sale of the brand to Saban Brands Lifestyle Group.

PropTech Group Limited

Acting for PropTech Group Limited on its $10.6 million capital raising and re-compliance listing on ASX.

Solvar Limited

Acting for Solvar Limited on the divestment of its small-amount credit contract (SACC) lending business by way of management buy-out for an aggregate deal value of $46 million.

The principals of the ‘Pole Foundations Australia’ business

Acting for the principals of the ‘Pole Foundations Australia’ business in relation to the sale of the business to GenusPlus Group Limited for upfront consideration of $22 million and contingent earn-out payments up to circa $20 million.

Praemium Limited

Acting for Praemium Limited on the sale of its UK, Jersey, Hong Kong and Dubai operations to Morningstar LLC for consideration of £35 million, subject to completion adjustments.

An iconic Australian golf club

Acting for an iconic Australian golf club on its secured finance facility for an undisclosed sum with a private credit fund to fund redevelopment initiatives.

Solvar Limited

Acting for Solvar Limited on its acquisition of the NZ based, ‘Go Car Finance’ business for NZ$24 million.

PropTech Group Limited

Acting for PropTech Group Limited on its acquisitions of the ‘MyDesktop’ business from Domain Holdings Australia Limited for a deal value of $14 million and the ‘Vault’ CRM business from Vault Group Pty Ltd for a deal value of $10 million.

Solvar Limited

Acting for Solvar Limited on its acquisition of GMF Australia Pty Ltd, a subsidiary of the US-based General Motors Financial Company Inc for a deal value of $17 million.

Praemium Limited

Acting for Praemium Limited on its acquisition of BlackRock’s Australian Separately Managed Accounts business.

PropTech Group Limited

Acting for PropTech Group Limited on its acquisition of Eagle Software Pty Ltd on a cash and debt free basis for $7.5 million, with up to an additional $7.5 million based on earn-out hurdles being achieved.

Solvar Limited

Acting for Solvar Limited on its acquisition of near-prime lender, Automotive Financial Services Pty Ltd (AFS) for cash and scrip consideration to an aggregate value of $10.8 million, subject to completion adjustments.

Praemium Limited

Acting for Praemium Limited on its cross-border acquisition of the UK-based SIPP provider, Wensley Mackay Limited.

AMA Group Limited

Acting for AMA Group Limited in relation to the private placement of shares to a consortium of investors comprising AustralianSuper, Myer Family Investments and funds advised by Colinton Capital Partners, in addition to the sale of shares from key executives to the consortium, for an aggregate deal value of circa $70 million.

The shareholder of the ‘Mertons Corporate Services’ business

Acting for the shareholder of the ‘Mertons Corporate Services’ business on the sale of the company to Acclime Corporate Services Australia Pty Ltd for an undisclosed sum.

AMA Group Limited

Acting for AMA Group Limited on its $150 million capital raising, comprising a $100 million fully underwritten rights issue and a $50 million fully underwritten convertible note.

Constellation Technologies Limited

Acting for Constellation Technologies Limited on its private placement to raise $1.7 million from strategic investors to support growth initiatives in the Asian market.

PropTech Group Limited

Acting for PropTech Group Limited on its underwritten institutional placement and accelerated non-renounceable entitlement offer to collectively raise up to $17.5 million to fund the acquisition of Eagle Software Pty Ltd, as well as other growth initiatives.

Solvar Limited

Acting for Solvar Limited on its Series A investment in Vyro, a virtual electrical vehicle dealership.

AMA Group Limited

Acting for AMA Group Limited on its $150 million corporate finance facility with NAB.

Solvar Limited

Acting for Solvar Limited on its $150 million corporate finance facility with Fortress Investment Group.

Nicholson Ryan Lawyers (NRL) is pleased to have advised Geoffrey Thompson Holdings Limited (GTH) on the successful sale of its fruit growing, processing, packing and distribution business to Redland Premium Fruit Pty Ltd and its related entities (Redland).