Wragge & Co's Public Companies team has completed the reverse takeover of AIM-quoted cloud service provider Nasstar plc. A team led by partner Julian Henwood advised the majority shareholders of Denara Holdings Limited on its acquisition by Nasstar for an aggregate consideration of £13 million. This comprised £9 million cash and £4 million in new Nasstar shares. In order to fund the cash consideration, Nasstar raised £10.5 million through a share placing.
Julian Henwood said: "This complex transaction, completed in a tight two-month time frame, called for a strong team effort, technical skills and tech sector insight and understanding. It is a great example of the work we do for SME clients who want a partner-led service to help them through the intricacies of a challenging and highly personal process."
Corporate director Ragi Singh supported Julian Henwood. Partner Neil Pearson and associate Paul Harrington provided tax advice. Partner Phil Clissitt and solicitor Jennifer Harper advised on real estate and employment issues respectively.
Headquartered in Telford, Denara is a holding company for its sole operating subsidiary, e-know.net, a hosted desktop and managed services provider. Its majority shareholders are members of the Redwood family, who founded e-know.net, NVM Private Equity and a Belgian investment fund.
The deal sees three Denara directors - David Redwood (deputy chairman), Nigel Redwood (chief executive officer) and Niki Redwood (finance director) - join the Nasstar board, alongside current chairman Lord Peter Daresbury.
David Redwood, chairman of Denara said: "The Denara Directors have received first class, professional guidance from the Wragge & Co team. The deal was completed in a remarkably tight window requiring a high degree of concentration and attention to detail that would have stretched us all without the expertise that Wragge & Co brought to the table. The fact that we hit all deadlines was certainly due to a large degree to the support that we were given. We walked into a potential minefield by entering into a reverse takeover of a public company; however, Wragge & Co guided us most effectively to a safe end."
The combined sales, technical and operational resources available to the enlarged group will enable it to grow organically and capitalise on the accelerating growth in the hosted desktop and managed application market.
Lawyers Marriott Harrison advised Nasstar, alongside finnCap Limited which acted as Nasstar's Nominated Adviser and sole broker. Oakley Capital Corporate Finance provided financial advice to Denara.
Wragge & Co's highly experienced Public Companies team advises publicly quoted companies on issues from day-to-day compliance to major strategic change. The team comprises specialists in IPOs, secondary issues, takeovers, M&A and regulatory compliance. Highlights of tech sector deals include AIM-quoted Harvard International Plc's £23 million takeover by China's Chengdu Geeya Technology and the £172.5 million reverse takeover of AIM-quoted Delcam plc by US company Autodesk Development.
Corporate experts are part of a cross-firm Tech team, which advises clients within this fast-moving and dynamic sector. The team works with clients throughout the full life-cycle of their businesses, from establishing and funding a start-up to securing valuable intellectual property rights and managing HR and compliance risks.
