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Greene & Greene is a long established firm of solicitors based in Bury St Edmunds, Suffolk. Our lawyers advise individuals and businesses based all over the UK.

We regularly attract new clients who have been using firms in London, but now receive a more cost efficient and more personal service from us here in Bury St Edmunds.

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Entries in Corporate and M&A (18)

Wednesday
Jul262017

Greene & Greene advises Nexus on its first US Acquisition

Greene & Greene has been advising Nexus Group on its purchase of various businesses since 2008 and was delighted to have provided legal support on its first US acquisition of the Personal Accident (PA) Treaty Reinsurance MGA operated by ZON Re of New Jersey.          

Mergers and acquisitions specialist, Simon Ratcliffe, a partner in the corporate team at Greene & Greene, was primary advisor on the deal, working with longstanding adviser to the Group, Andrew Cooper.

A pivotal moment in history of Nexus, the addition of Treaty Reinsurance will bring a new class of business to the Group and will initiate the launch of its new company, “Nexus Re”

ZON underwrites an annual portfolio of over $15m in gross written premium and estimates it will generate EBITDA in excess of $3m for Nexus during 2017, making "Nexus Re" instantly one of its most profitable operating companies.

Established in 2003, the business will continue to be led by its existing senior management team.

Kieron Farrelly, Nexus Re chief executive, said: “We are pleased to be joining Nexus and bring our treaty underwriting expertise for personal accident reinsurance following a long and successful run under the ZON Re banner. Our core team and support staff remains intact so that we can maintain continuity as we grow the portfolio with our current panel of risk partners.”

Globally, there are very few Treaty Reinsurance MGA companies, and even fewer that have been trading profitably for 15 years. Nexus Re will be in the enviable position of representing US, European and Lloyd's Underwriting Partners in its specialist areas of Treaty Underwriting.

If you have any questions with regards to the acquisition, disposal or reorganisation of a private company, or any other Corporate law matters, please contact: Simon Ratcliffe (simonratcliffe@greene-greene.com  ~ 01284 717426) or Andrew Cooper (andrewcooper@greene-greene.com ~ 01284 717511) 

For more information on the services offered by Greene & Greene Solicitors please visit www.greene-greene.com and follow on Twitter @GreeneGreeneLaw.

Friday
Jul212017

Greene & Greene advises Nexus on acquisition of Equinox Global 

Greene & Greene Solicitors, based in Bury St. Edmunds has advised specialty managing general agent (MGA), Nexus Group, on its recent acquisition of specialist trade credit insurer, Equinox Global.

Equinox, established in 2009, specialises in writing trade credit insurance for larger corporates and multinational companies and has offices in London, New York, Paris, Hamburg and Amsterdam. It will continue to be provided with underwriting capacity by Beazley – previously its largest shareholder – through a 10-year underwriting support agreement.

Nexus worked with Mergers and Acquisitions specialist, Simon Ratcliffe, a member of the corporate team at Greene & Greene, on this latest transaction, which follows the announcement of its purchase of Vectura Underwriting last week.

 

 

Nexus, which has secured all of the Equinox group companies, announced that the founding shareholders and management team will stay in place as part of the move.

Colin Thompson, founder and Executive Chairman of Nexus, said that Beazley’s offer of a 10-year capacity commitment “speaks volumes about the quality of both Equinox’s underwriting and management. We are excited about working together with Mike and his team to build a global market leading trade credit offering which, when combined with our current trade credit MGA Nexus CIFS, will be a £60m gross written premium (GWP) business underwriting profitable global specialist trade credit insurance”

The companies have exchanged contracts on the deal and completion is scheduled to follow during 2017.

If you have any questions with regards to Corporate law matters, please contact: Simon Ratcliffe (simonratcliffe@greene-greene.com  ~ 01284 717426).

For more information on the services offered by Greene & Greene Solicitors please visit www.greene-greene.com and follow on Twitter @GreeneGreeneLaw.

Thursday
Jul132017

Greene & Greene Helps Insurer Secure Multi-Million Loan Facility

Fresh from its role in advising Nexus Underwriting Management Limited on its recent acquisition of Vectura Underwriting, Greene & Greene provided further assistance in helping Nexus to secure loan facilities totalling £44m, which it will use to undertake additional M & A activity.

Simon Ratcliffe, a mergers and acquisitions specialist in the Corporate team at Greene & Greene has worked very closely with Nexus on a number of business transactions since 2008.

Initial funding of £30m has been jointly provided by B.P. Marsh & Partners plc, a niche venture capital provider to early stage financial services business, and a New York headquartered global investment firm with offices in 10 locations around the world. An additional £14m of borrowing has been committed by the funders.

Nexus has a number of M&A opportunities underway and will drawdown on the initial £30m loan facility as and when required over the coming months.

Nexus’ Executive Chairman, Colin Thompson, stated: “This debt raising provides Nexus with the ability to satisfy our short-term plans of creating a virtual insurance company through a buy and build strategy focusing on profitable, niche MGA’s.

Simon Ratcliffe of Greene & Greene added:

“We are delighted to have helped Nexus with securing this additional funding, which will further support its growth strategy and its position as the leading Specialist Underwriting Agency.”

If you have any questions with regards to Corporate law matters, please contact: Simon Ratcliffe (simonratcliffe@greene-greene.com  ~ 01284 717426).

For more information on the services offered by Greene & Greene Solicitors please visit www.greene-greene.com and follow on Twitter @GreeneGreeneLaw.

Wednesday
May042016

Business Workshop in Bury St Edmunds

On Thursday 19 May we will be jointly hosting a free workshop in Bury St Edmunds with business consultancy Business Doctors and Larking Gowen Chartered Accountants for owners of SMEs, focussing on how owners can save time and increase the value of their business by reviewing their management strategy.

As part of the workshop, Andrew Cooper, a partner in our Corporate & Commercial team, will be giving a presentation on the importance for SMEs of putting in place the correct legal documents and framework.  Andrew will explain how the right legal structures can improve efficiency and increase the value of your business.

Further details of the workshop, and on how to book a place, can be found here.

Contact Andrew Cooper for Corporate & Commercial advice on 01284 717511 or email andrewcooper@greene-greene.com.  Follow Greene & Greene on Twitter @greenegreenelaw or LinkedIn (www.linkedin.com/company/greene-&-greene).

Wednesday
Apr062016

Law Changes For Businesses

The Small Business, Enterprise and Employment Act (‘SBEE’) brings in a number of changes for companies and LLPs throughout 2016.  These, in part, are aimed at increasing transparency in companies, simplifying company filing requirements and amending the directors’ disqualification regime.

Who do the changes apply to?

Do not be fooled by its name - the SBEE makes changes to company law and corporate governance that will impact almost all companies and LLPs.  Whatever the size of your business you should take careful note of what is new.

What has changed?

Register of Persons with Significant Control (‘PSC)

As of today, 6 April 2016, all companies and LLPs (excluding Official Listed and AIM traded companies) must keep a statutory register of all persons who hold significant control in their organisation.

In outline, a person will have significant control if:

• they hold 25% of the:

          - voting rights or shares (in the case of a company); or

          - voting rights or the right to receive 25% of the surplus assets (in the case of an LLP); or

• they have power to appoint or remove a majority of:

          - the board (in the case of a company); or

          - those involved in management (in the case of an LLP); or

• they exercise, or have the right to exercise, significant influence or control over a company or LLP.   

Individuals who indirectly hold shares through trusts or through a chain of companies may be deemed to be a PSC.

From 30 June 2016 the information contained within the PSC register must be available at Companies House through the company’s or LLP’s next annual confirmation statement (a replacement for the annual return - see below).  You must keep the PSC register up-to-date and note any changes to Companies House annually in the confirmation statement.  You must also keep the register accessible and must provide a copy of it within five working days of anyone requesting to see it.

These provisions, alongside the abolition of bearer shares which were introduced last year, demonstrates the government’s commitment to increasing transparency in UK corporates. It makes it increasingly difficult for individuals to be involved in companies and LLPs anonymously. Those individuals wishing to remain anonymous to the public for reputational reasons, to stay invisible to tax authorities or to hide investment profiles from family members or former spouses, may have to rethink the best way to protect their interests going forward.     

Most companies and LLPs will simply be required to list its shareholders and/or directors.  However, for companies and LLPs with complex group structures, close involvement of lenders, offshore shareholder interests or where shares are held in trust, this is an area of compliance that will require further analysis.  Failure to comply will be a criminal offence and could lead to a fine or, in severe cases, a prison sentence.

For more information on what to include in the PSC register, to receive a complimentary template register (only appropriate for simple structures) or if you would like to instruct us to draft your PSC register for you, please get in touch using the contact details below.

Companies House Filing Requirements

Accountants and lawyers will be interested to note that the SBEE makes a number of changes to Company House filing requirements in an attempt to simplify the process.  For example, annual returns will be abolished in June 2016 and replaced by the more flexible ‘confirmation statement’.  Furthermore, and as mentioned above, private companies will have the option to keep certain registers (such as the register of members) at Companies House rather than at their registered office or nominated inspection location.  

Abolition of Corporate Directors

From October 2016, subject to certain exceptions, all directors of UK companies must be natural persons.  If you are involved with a company which has a corporate director you have 12 months from when the provision takes effect to ensure it is removed.  

Gender Pay Gap Reporting

The SBEE requires the government to implement regulations requiring larger organisations to publically report their gender pay gaps.  The regulations were released in draft earlier this month.  To read more about this please click here.

More Information

For more information on the SBEE, or if you require assistance in preparation for the above changes, please contact Megan Radcliffe, Solicitor at Greene & Greene (meganradcliffe@greene-greene.com ~ 01284 717509).  To find out more about Greene & Greene please view www.greene-greene.com and follow @greenegreenelaw on Twitter.

Please note that this article is applicable as at 6 April 2016, is for general information only and does not provide an exhaustive list of the provisions implemented by the SBEE.   This article should not be used in substitution for detailed analysis of the SBEE, the amended Companies Act 2006 or any other associated act, regulation or guidance.

Tuesday
Sep082015

Greene & Greene advises Nexus Underwriting Management on the acquisition of EBA

 

Leading Suffolk law firm Greene & Greene has advised Nexus Underwriting Management Limited on its acquisition of EBA Insurance Services.  London headquartered EBA also has operations in France and Italy, underwriting on behalf of Lloyd's syndicates and other insurance companies, as well as placing insurance in the Lloyd's market.

The Greene & Greene team was led by Simon Ratcliffe, an insurance specialist Partner in the Corporate team in Bury St Edmunds, who was closely supported by solicitor Andrew Cooper and employment Partner Selene Holden.

Nexus is one of the largest independent Specialty Managing General Agents in the London insurance market with its Gross Written Premium due to surpass US$135 million in 2015, which has enjoyed dynamic growth both organically and by acquisition since its origins in 2008.    EBA was founded by seasoned insurance professionals in 1999 to serve European and worldwide clients and currently produces €30 million gross written premium per annum.  As part of the transaction, the existing management team of Simon Barker, Christina Spelman and Tony McCallum will continue to lead the business as a subsidiary of the Nexus Group.

Colin Thomson, Group Chief Executive Officer of Nexus commented:

“We are delighted to complete the acquisition of EBA, one of the leading specialist MGAs in Europe.  We have been impressed by the enthusiasm that the EBA management team have for joining us at Nexus and are excited about the prospect of growing our business further.  Simon Ratcliffe, Andrew Cooper and their team at Greene & Greene have been a great support to me and my fellow directors through this process and over the last 7 years as advisers to our company, for which we are very grateful.

Simon Ratcliffe of Greene & Greene added:

"We are delighted to have helped Nexus finalise the acquisition of EBA and to continue our support of Nexus's growth strategyThis is another great acquisition for Nexus, who remain a highly valued client of the firm.” 

Greene & Greene’s involvement in the acquisition of EBA follows on from its lead role in advising Nexus on its acquisition of professional risks and trade credit insurance businesses from Novae Syndicates in 2011 and 2012 respectively, as well as advising on the multi-million pound investment by B.P. Marsh & Partners plc into Nexus in 2014 and 2015.