News
Pharmaceutical Shari'ah Investment
October 2011
Trial Clinic Limited (“TCL”) announces the completion of its recent deal securing an investment based on Islamic Law (Shari’ah) into TCL of up to £1.2 million in order for TCL to complete and then commercialise the results of certain clinical testing of a new diagnostic patch for diabetes sufferers which monitors and measures blood-glucose levels. The investment included TCL entering into a collaboration arrangement with Dermal Diagnostics Limited (“DDL”) and Nemaura Pharma Limited (“NPL”) to ensure the final testing phases are completed on schedule.
TCL instructed The Needle Partnership LLP to provide legal and structuring advice in relation to the investment deal.
The deal will see TCL, DDL and NPL work closely together to finalise the testing process, which is a highly regulated arena in the UK. DDL’s expertise in the testing sphere is key to TCL in the context of the exploitation of the technology.
Bashir Timol, Director, Trial Clinic Limited, commented: “By finalising this investment, we are in a fantastic position to complete testing of this ground-breaking technology which has the potential to be a game changer for diabetics who need to constantly measure blood glucose levels. The diagnostic patch offers a easy, non invasive alternative to the finger prick measurement method.”
Faz Chowdury, Director, Dermal Diagnostics Limited, commented: “We very much look forward to working with Trial Clinic if furtherance of our collective goal of widening access globally to the continuous glucose monitoring patch, and anticipate demand across the board to be very strong for this product.”
Sharon Needle, Managing Partner, The Needle Partnership LLP, commented: “We were delighted to advise Trial Clinic Limited in order to secure and then correctly structure the investment into Trial Clinic Limited. The investors on this deal required the investment to be made in a Shari’ah compliant fashion and the Needle Partnership is well placed as one the few firms in the UK able to offer this type of advise, building on our expertise in this area. Mr Timol was an existing client and we are very excited about the development of this business - which could bring great benefits to diabetics worldwide in due course.”
Compact Media Group Acquires Rights.tv
September 2011
Compact Media Group, the London-based leading independent rights administrator and distributor of audiovisual secondary TV and film rights revenues, has announced the acquisition of highly respected rights consultancy Rights.tv. The deal will see the two companies co-existing, with Rights.tv offering a complementary service to Compact’s core activities and providing existing and new media clients with an end-to-end solution for business needs.
Rights.tv provides high value business affairs services and commercial guidance to the film and television industry, offering advice at all stages of production from creation and development through to financing, production, distribution and exploitation of rights. Following the deal, the company will maintain its identity, look and feel but work alongside Compact to offer their clients a wider range of services.
The sellers of Rights.TV. Andrew and Lisa Baker, were advised by Managing Partner Sharon Needle and Associate Victoria Robertson of The Needle Partnership LLP, a Leeds based boutique law firm providing commercial advice to national and international clients.
Andrew Baker (Founder of Rights.tv) will remain as Managing Director and will be relocating the business into Compact Media Group’s London offices. Andrew will continue to build Rights.tv’s presence in the regions and nations. Following the acquisition, Rights.tv has immediately strengthened its team with the appointment of Michelle Bruce as Business Affairs Director. Her previous roles include working with Discovery Networks International as Director of Acquisitions and Business Affairs as well as Head of Sales and Acquisitions at TVF International. Michelle will be responsible for overseeing the London office and supporting expansion in the UK and internationally.
Richard Green, Chairman, Compact, commented: “We are thrilled to be welcoming Rights.tv into Compact Media Group. They constitute an excellent strategic fit, allowing Compact to offer its client base access to further specialist services. Andrew Baker is highly regarded within the media market and we look forward to working alongside him, Michelle and the team.”
Backed by leading Private Equity investors Lyceum Capital, Compact Media Group will support Rights.tv’s growth strategy, and continue to look for further opportunities and partnerships to expand Compact’s services to the media industry.
John O’Sullivan, CEO, Compact, adds: “As companies become more streamlined and agile in order to grow into new markets, they require service providers that can be elastic to their changing needs. Rights.tv has a strong track record of providing top business affairs advice for some of the industry’s finest broadcasters, production companies and talent agencies.”
Andrew Baker, Founder, Rights.tv, commented: “We are excited to be welcomed into the fold and thrilled about the potential this deal offers us. As we move forward as part of Compact Media Group, Rights.tv is proud to be complementing the company’s rights offering to support clients through every stage of their business, from negotiation and exploitation through to rights collection.”
Sharon Needle, Managing Partner, The Needle Partnership LLP, commented: “We were delighted to advise the sellers on this deal, and Andrew Baker on his continuing involvement with the company and are excited about the future for Rights.tv and Compact Media Group. It is great to see a Yorkshire business being developed in this way and to see the high regard held for Rights.tv nationally. We are passionate about supporting local businesses with their growth strategies”
Compact offers a range of collection and administration services to the creative industries and this deal closely follows significant successes recorded in 2010. The company increased its Q4 collections by 11% on behalf of its clients, with nearly 20% growth year-on-year. Recent signings include Shine Australia PTY, Icon Films, Keo Films, Dragonfly Film & Television Productions, and Zodiak Rights.
As well as providing guidance to business affairs departments of all stages of a production’s development, Rights.tv also offer day to day commercial and strategic consultation to growing production companies as well as advice on co-productions, raising finance and programme exploitation. Clients include Shine Group, Impossible Pictures, Wide Eyed Entertainment, Icon Films, Blink, Fresh Productions, HoHo Entertainment, Arlington Enterprises, MoMedia and many more.
ACQ Law Awards 2011
The Needle Partnership LLP were delighted to hear that for the third year running they have received awards from the ACQ Magazine, winning Small Law Firm of the Year and Corporate Boutique Firm of the Year at the ACQ Law Awards 2011.
This year, more readers than ever before nominated companies, helping the judges to reward law firms across the globe for exceptional work over a broad spectrum of specialized fields.
The ACQ Magazine has a global audience of over 32,000 subscribers and provides information on deals, movers, news as well as insightful interviews with key professionals in the finance sector.
Head of the judging panel Anthony Corbin said “Choosing winners this year has been especially difficult as ACQ readers nominated in unprecedented numbers for firms who are clearly doing outstanding work worldwide. It’s refreshing to see several smaller firms among the winners as it proves that biggest is not invariably best and the law industry is an open field.”
The Needle Partnership LLP has previously won the following awards with the ACQ Magazine:
ACQ Country Awards 2011 - Full Service Small Law Firm of the Year
ACQ Global Awards 2010 - Small Law Firm of the Year
ACQ Global Awards 2010 - Shariah Law Firm of the Year
ACQ Global Awards 2009 - New Law Firm of the Year (UK)
Liquid Accounts Limited - Second Round Funding
Liquid Accounts Limited, an accounting specialist software company, has secured a second round funding from a group of private investors and The Aspire Fund, a government fund for women-led businesses managed by Capital For Enterprise. The Needle Partnership LLP advised Liquid Accounts Limited, which was led by Stephen Griffiths and assisted by Jyo Pattis.
The private investors include technology entrepreneurs Richard Doyle, Ian McNeill, and accountant and exited entrepreneur Curtis Wright. Connect Yorkshire also played a role in providing support to the team.
The business was co-founded by Lisa Kendrick, Jon Wright and Matthew Holmes. Lisa’s role in founding and developing the business as the marketing director led The Aspire Fund to also invest in the business. Liquid has now become a market leader in the fast growing field of online accounting software (also known as cloud computing, or software as a service - SaaS) and this latest round of funding has been secured as Liquid releases its latest online software.
ACQ Country Awards 2010
The Needle Partnership LLP have won Full Service Small Law Firm of the Year-UK in the ACQ Country Awards 2010. Receiving the prestigious award following last year's accolade of Small Law Firm and Shariah Law Firm of the year, is testament to the success they have enjoyed and the impact made. They are proud of their achievements and keen for others who share their outlook to join them whether as clients or in a professional capacity.
Sale of Essant Group Limited
Leeds, 24th November 2010, B2net, the UK’s leading independent integrator of storage and virtualisation solutions has announced its acquisition of Cisco specialists, Essant. The acquisition of Essant will increase the B2net turnover for this financial year by £50m.
As Cisco Gold and Managed Services Partner Essant has built an enviable reputation in the industry for providing Advanced Network Consulting, Networked Solutions and Managed Services to organisations across the UK. More recently Essant was awarded Cisco Customer Satisfaction Excellence which is the highest distinction a partner can achieve within the Cisco Channel Partner Program. Essant’s highly-skilled certifies engineers are responsible for some of the UK’s most advances networking solutions and are a powerful addition to the B2net professional services team. Bringing some crucial competencies to an already extensive technical artillery.
“The B2net and Essant methodology is very similar; we both use a consultative approach to give out clients an impartial answer based on their business requirements rather than a purely vendor-led solution. This was a logical move for us - Essant has excellent personnel, knowledge and services that will enhance and complement the B2net offering,” said Jason Clark, Managing Director, B2net.
Richard Dickinson, Director of Essant is delighted with the acquisition, “B2net has an outstanding reputation and has achieved a great deal over the past 10 years in the storage and virtualisation industry. This represents a great opportunity for our customers, to leverage the combines advanced industry skill sets across both companies, enabling us to deliver a coherent vision across network and data centre environments.
The owners of Essant were represented by The Needle Partnership LLP. Stephen Griffiths, Associate at The Needle Partnership LLP, handled the sale with assistance from his colleagues across a number of disciplines including commercial, commercial property and employment. Stephen commented, “To see this transaction through from the start to finish on a fairly tight timescale gave me tremendous professional and personal satisfaction. Thanks are due to our clients for their instructions and my colleagues for their support and we hope the Essant business thrives in years to come as part of the wider B2net offering.”
Acquisition Update
The Needle Partnership LLP advised Cobweb Retail Limited on its acquisition of Seedmadness Corporation Limited. Seedmadness retails a variety of cannabis seeds as adult souvenirs to help preserve the cannabis genetics for future generations. The seeds are sold both online at its website and also at its retail premises in Bradford. We would like to wish Cobweb Retail Limited every success in the business.
Headquarter Relocation
September 2010
The Needle Partnership LLP have relocated their offices to Leeds City Centre; West One, 114 Wellington Street, Leeds, LS1 1BA.
The Needle Partnership LLP advises Skincity Limited on its acquisition of Leeds Screening Service Ltd and Genome Limited
September 2010
The team at The Needle Partnership LLP congratulates our client, Skincity Limited, on its acquisitions of Leeds Screening Service Limited and Genome Limited, the two complementary businesses which make up Leeds Screening Centre. The range of services and tests carried out at Leeds Screening Centre include genetic screening for conditions such as Down's Syndrome and pre-eclampsia, and ultrasound screening. These acquisitions further expands Skincity's presence in the skincare and healthcare market and sets the group up for further expansion into new markets and services. This is the third consecutive acquisition The Needle Partnership has successfully handled for Skincity.
ACQ Finance Magazine Global Awards 2010
June 2010
The Needle Partnership LLP have done it again and won two more prestigious awards with the ACQ Finance Magazine Global Awards 2010.
* SMALL LAW FIRM OF THE YEAR *
* SHARIAH LAW FIRM OF THE YEAR *
Recruitment
April 2010
With an interesting structure and more exciting changes on the way we would love to hear from lawyers looking to work with an innovative and busy new law firm. A following would be great. Academic excellence, enthusiasm and commercial sensibility is a must. Please visit our recruitment page for more information.
The Needle Partnership LLP advises on the structuring of partnering arrangements
February 2010
Euan McConnell led the Needles corporate team in advising Supermarket Online Limited on their UK wide partnering arrangements. Supermarket online is an online office supply company (www.officesuppliessupermarket.com).
Euan McConnell commented, “This was a challenging transaction working with an innovative structure that brought together various parties who will be working together to make this business a success".
The Needle Partnership LLP advises on the investment into innovative online accounting company, Liquid Accounts Limited
January 2010
Sharon Needle led the Needles corporate team in advising a group of business angels, led by Richard Doyle the chair of Connect Yorkshire and a leading business man in the region in the investment of over £750,000 into Liquid Accounts Limited (www.liquidaccounts.net). A percentage of the deal was match-funded by the Government’s flagship fund for women led businesses, The Aspire Fund (of Capital for Enterprise), who was advised by a London firm. Liquid Accounts is an innovative online accounting system which is set to expand rapidly following the investment.
Sharon Needle said, “We are delighted to have acted for the independent investors on this key investment. Liquid Accounts is a very exciting business with a huge scope for growth".
Associative Disability Discrimination
January 2010
Employers are doubtless aware of the prohibition against discrimination provided to employees with a disability, whether that disability is blindness, mental illness or any of the many other conditions which can qualify as a disability under the Disability Discrimination Act (DDA).
The DDA’s wording protects disabled people, referring to discrimination “against a disabled person” and harassment relating “to the disabled person’s disability”. However, the Employment Appeal Tribunal (EAT) has just upheld a tribunal’s decision to read words into the DDA to cover discrimination because of, and harassment related to, a third party’s disability (i.e. not the employee him/herself).
The tribunal claim was made by an employee who claims discrimination and harassment by her employer because she has a disabled son. The tribunal referred the question of whether the DDA should protect employees who are discriminated against because of someone else’s disability to the European Court of Justice (ECJ). The ECJ ruled (in 2008) that the DDA should apply to protect employees in cases of associative disability. The case then went back to the tribunal, who decided that it should read the words “or a person associated with a disabled person” into the DDA where appropriate.
The employer appealed this decision, but the EAT rejected the appeal. The EAT then amended the DDA to include two additional provisions. First, that direct discrimination occurs when someone is treated less favourably “by reason of the disability of another person”. Second, harassment is “unwanted conduct which has the purpose or effect of violating a person’s dignity, or creating an intimidating, hostile, degrading, humiliating or offensive environment for him for a reason which relates to the disability of another person”.
This has huge implications for potential discrimination claims. Employers should be very careful they do not discriminate against employees who are carers of disabled people - the government estimates there are 2.6 million workers who are also unpaid carers. The same approach will now also be taken with age discrimination. It is worth bearing in mind that discrimination claims are uncapped, and considering updating procedures and policies to deal with this.
If this ruling may affect a current employment law issue facing you please contact Victoria Robertson at the Needle Partnership for more information - victoria.robertson@needlepartners.com or 0113 237 4008.
The Needle Partnership LLP advises in the acquisition of an award-winning international beauty company
December 2009
Sharon Needle led the corporate team in advising Skincity Limited in acquiring Aromatherapy Associates Limited, an upmarket spa and beauty company which boasts worldwide distribution through exclusive hotels and spas in more than 30 countries in Europe, North America and Asia.
The clients include the Mandarin Oriental Hotel Group, The Dorchester in London, Sandy Lane in Barbados, Space NK and British Airways, to name a few. The Aromatherapy Associates products have been greatly acclaimed by beauty journalists and described as ‘best in class’ by Harpers Bazaar, Vogue, Marie Claire, Good Housekeeping and In Style magazines.
Sharon Needle said “We are delighted to have acted for Skincity in what is the first of a series of strategic acquisitions they are seeking to make in this exciting market”. Skincity Limited, based in Hertfordshire, is headed by Ian Richardson and Dr Magdy Ishak, who previously built up and sold Covenant Healthcare Group for £170m.
Looking at the Islamic Bond (Sukuk): A Case of Legal Uncertainty?
December 2009
The financial markets of the Middle East (in line with much of the Western world) are currently in an economic turmoil and this has caused a number of investors in the financial sector to revisit some of the concepts of Islamic (Sharia) Law. The most important principles of Sharia Law in relation to the financial sector include-
• the prohibition of interest;
• profit and loss sharing (ie, parties must share risks and profits);
• asset-backing principle - in each financial transaction, there must be an underlying asset.
Following the recent press relating to Dubai and the Nakheel Sukuk, it is the ‘legal status’ of an Islamic Bonds (‘Sukuk’) that are under intense scrutiny. The questions that remain open are:
1) From the jurisdictional point of view, is Sukuk to be governed by Sharia Law?
2) If Sukuk is governed by Sharia Law, are the current Islamic Bonds that have been issued Sharia compliant?
3) Do the bond holders have any rights to the assets?
Sukuk is, in principle, a Sharia compliant bond. Conventional bonds are not Sharia compliant because they are centered around the provision of interest and do not necessarily uphold the asset-backing principle. In contrast, Sukuk upholds the prohibition of interest and asset-backing principles of Sharia Law. The transaction forming Sukuk does not involve interest and the claim embodied in Sukuk is an ownership claim, and as such, it is similar to the conventional concept of securitization.
It is important to note that there is not a standard interpretation of Sharia Law with regards to Sukuk and some Islamic scholars have argued that some of the Islamic Bonds that are in circulation in the financial markets are not Sharia compliant. Therefore, this could potentially result in the bonds being unlawful and unenforceable. The issue is that some of the Islamic Bonds issued may not actually involve the transfer of assets to investors, therefore, the Bonds may well be ‘asset-based’, but not ‘asset-backed.’ Hence, such bonds will not uphold the asset-backing principle. This is a crucial issue for investors, for if the legal title of the asset has not been transferred to the investor, in the case of bankruptcy, the assets will be ‘swallowed up’ by ‘returning’ to the originators.
The jurisdictional question and consequent issue of who has rights to the assets can be further complicated if the financial agreement contains a clause along the lines of ‘subject to the principles of the glorious Sharia the agreement would be governed by and constructed in accordance with the laws of England.’ This is the clause that was contained in agreements which were subject to court proceedings in the case of Shamil Bank of Bahrain EC v Beximco Pharmaceuticals Ltd (2004) EWCA Civ 19. The Court of Appeal held that the general reference in the agreements did not identify any specific aspects of Sharia Law intended to be incorporated into the contracts and so therefore, Sharia Law did not govern the agreement. In such cases, it is likely that, after looking at the intention of parties and identifying the ‘commercial purpose’ of the agreement, the court will deem Sharia Law inapplicable.
Significant transactions involving Islamic Bonds are now in need of legal interpretation. Presently, a court case is still proceeding over the issue of whether investors in Sukuk issued by East Cameron (a US energy firm) own the assets. Furthermore, Nakheel (the property unit of Dubai World) was supposed to pay the last rental coupon and buy back its assets by 14 December 2009, but has declared that it cannot do so. We await to see to any further legal proceedings.
The Needle Partnership LLP can offer advice on Islamic Finance Law. Please contact Sharon Needle, tel: 01132374008, email: sharon.needle@needlepartners.com
Corporate and Commercial team expands
November 2009
The Needle Partnership LLP has expanded its corporate and commercial team over the last few months. Euan McConnell, an experienced corporate finance solicitor joined the firm as a consultant. He has previously worked for a number of leading national and local firms gaining expertise in mergers and acquisitions, private equity, flotations and public company transactions. He also brings in expertise in acquisition finance, development finances, as well as bilateral and syndicated loans.
Stephen Griffiths joined the firm as an associate. He is a senior corporate lawyer with expertise in a range of corporate transactions and has previously practised at regional, national and international law firms with a presence in Yorkshire.
Victoria Robertson joined as a solicitor and has wide experience in corporate transactional work, including acting for clients in fast-food franchises, care homes, manufacturing businesses, charities and children’s nurseries.
Jyo Pattis joined as a solicitor, having previously worked at Cobbetts LLP where she worked on a mix of corporate transactions such as mergers, acquisitions and disposals. She graduated with a law degree and a masters in International Economic Law from the University of Warwick.
The Needle Partnership LLP receives Legal 500 status
October 2009
The Needle Partnership LLP has received the prestigious status of being a Legal 500 listed firm. The listing can be found on the Legal 500 website
Travel and leisure acquisitions
October 2009
The Needle Partnership LLP advised Takemetoo Limited in the double-acquisitions of Merebeech Limited and Seawake Limited, for undisclosed sums. Merebeech trades as Alpine Tracks, which offers skiing holiday packages to France, Austria and Norway. Seawake is a boating club which is currently based in Menai Bridge and Torbay, with new locations set to open in Pwllheli, Abersoch and Poole in the spring of 2010. Takemetoo Limited is also the holding company of Phoenix Holidays Limited.
September acquisitions
September 2009
The month of September 2009 remained busy for the corporate team of The Needle Partnership LLP, who advised in two acquisitions for undisclosed sums. We advised the purchaser in the acquisition of Coppergate Properties Limited, a property investment business based in York. We also advised in the acquisition of Ultrasonic Cleaning Services (UK) Limited, a company based in Leeds offering industrial cleaning services.
Disposal of Leeds tyre business
August 2009
The corporate team, led by Sharon Needle, advised the shareholders of Tyre Maintenance (Leeds) Limited in its disposal to Bandvulc Limited, a company based in Devon, for an undisclosed sum.
PIF invests in Brandzoo
July 2009
The corporate team of The Needle Partnership LLP advised Brandzoo Limited in securing an investment of £125,000 from Partnership Investment Finance (PIF). Brandzoo, a full service licensing agency in Bradford and whose clients include blue chip and television companies, will use the investment to develop high profile brands created externally in addition to its internal brand concepts. The company has previously worked on properties such as Pepsi, James Bond and Power Rangers.
ACQ New Law Firm of the Year
July 2009
The top acquisition finance magazine, ACQ Finance, has awarded The Needle Partnership LLP with the title of New Law Firm of the year. The award was given in recognition of various significant deals that have been duly noted by industry experts. These include the firm’s involvement in the acquisition of Saitek plc on behalf of Mad Catz Inc, and advising in the management buy-out of Eddisons.
“The firm has quickly gained a strong reputation for providing no-nonsense, practical solutions and offers a portfolio of legal services” ACQ
Appointments at The Needle Partnership LLP
January 2009
The Needle Partnership LLP is please to announce the appointment of Clinton McKenzie as a Partner with the practice. Clinton is a highly experienced solicitor who worked previously for of DLA Piper, before joining a highly respected corporate and commercial practice in Manchester. More recently Clinton was head of Litigation for a boutique Leeds firm of solicitors.
Experienced in handling heavyweight litigation for both commercial clients and private individuals, Clinton has worked with and advised a variety of well-known organisations and individuals, including listed plc's and high profile sports stars.
Commenting on his appointment, Clinton said "This is a great opportunity to join a firm which has quickly established itself with leading businesses and professional advisers in this region and beyond. The firm has tremendous potential and I am looking forward to adding value to the business, and assisting in the achievement of the ambitious goals the partners have set."
The Needle Partnership LLP is also delighted to announce the appointment of Jonathan Perry as a Director, specialising in commercial property. Jonathan joins TNP from Hammonds.
Renuka Salvi is also welcomed onboard as an associate. Renuka, who previously practised with Leed's firm Lee & Priestley will be working within the corporate team.
The Needle Partnership LLP advises in major international acquistion.
July 2008
The corporate team, led by Sharon Needle, advised Connect2 Holdings Limited in its acquisition of the EMEA business of Hands-On Inc and a company re-organisation backed by a £4.5m investment by leading London based venture capital firm Acuity Capital LLP.
In July 2008 Connect2 Media received investment from Hands-On Mobile, Inc. and venture capitalists Acuity Capital LLP and called on the assistance of The Needle Partnership LLP to advise in the purchase and restructure of businesses based in the UK, Israel, Brazil and Poland. The deal presented some complex legal issues and interesting logistical ones, involving parties from California to Cheshire via Tel Aviv and London. The firm successfully navigated Connect2 Media Limited through the challenging transaction, overcoming the numerous structural obstacles presented by, amongst other things, the venture capital tax regime, local tax and CGT issues for certain of the vendors.
Eddisons Expands
April 2008
The Needle Partnership LLP has advised Eddisons Commercial Limited in connection with its high profile acquisition of the business and assets of the property management and facilities management divisions of Erinaceous PLC, together with its Landlord and Tenant teams.
Sharon Needle led the team of legal advisors to the management of Eddisons, working again with Barclays Commercial Bank and BDO Stoy Hayward to successfully complete the deal prior the administration of Erinaceous PLC.
Leading chartered surveyors, Eddisons Commercial Limited is set to expand following a management buy out (MBO).
April 2008
Sharon Needle has advised the management team of Eddisons Commercial Limited in their successful management buyout of Eddisons, the leading property and facilities management company. Eddisons, which has offices in Leeds, Manchester, Bradford and Huddersfield, has been acquired by Managing Director, Nigel McDonald and director, Richard Roe who acquired 100% of the company's share capital for an undisclosed sum.
Nigel McDonald said "The MBO is a significant step in the ongoing development of Eddisons and will help us to deliver our ambitious growth strategy."
Eddisons was founded in 1844, employs over 100 staff. Funding for the MBO was provided by Barclays Commercial Bank, and corporate finance supplied by BDO Stoy Hayward.
