Walker Morris Team advises on second food company acquisition in a week

Lawyers from Walker Morris have advised on the sale of Hull-based poultry processor, Benson Park, to leading food producer Cranswick.

Last week the Team also advised on Symington's acquisition of part of the Tanfield Food Group.

Food producer Cranswick, also based in East Yorkshire, has acquired the entire issued share capital of Benson Park, which supplies chicken products to customers which operate in the fast growing food-to-go sector of the retail multi-channel, convenience and foodservice markets.

Benson Park, employs around 90 staff and in the year to 31 August 2014 revenues grew to £41.1m. The strategic acquisition moves Cranswick into a new protein sector.

Adam Couch, Chief Executive Officer of Cranswick, commented:

"A key component of the Group's long term growth strategy is to develop new product channels in its core UK market both in pork and other proteins. Today's announcement represents important progress in that objective. This strategic investment moves Cranswick firmly into a new protein category with a well invested business that has a strong presence, supplying premium poultry products, in the fast growing food to go sector. David Park, Managing Director, will remain with Benson Park and we welcome David and his team to Cranswick and look forward to working with them to further develop the business."

John Hamer and Jon Healey from the Walker Morris Corporate Group advised Alastair Benson and David Park on the sale.

John Hamer commented:

"We are pleased to have been able to help Alastair and David realise the sale of their business which they have grown from a start-up into a real success. We are currently seeing a number of M&A transactions in the food sector and this is the second such deal we've advised on in a week."

Walker Morris advises Endless on the takeover offer for office2office plc

Corporate lawyers at Walker Morris have advised Endless on the acquisition and merger of office2office plc with Vasanta Group Holdings Limited by way of a newly incorporated company, EVO Business Supplies Limited.

The acquisition of office2office was implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act and valued office2office’s entire issued and to be issued share capital at approximately £19.1 million.

Office2office, headquartered in Norwich with approximately 900 employees, is a major provider of business supplies and outsourced business solutions through its Managed Procurement and Business Critical Services activities. Vasanta Group Holdings Limited, a private limited company majority-owned by the Endless II Funds, operates in the business supplies market, offering wholesaling and contract stationery, through a regional distribution network based around three highly automated warehouses and a number of local facilities, with its headquarters based in Sheffield.

It is envisaged that the enlarged group will be better positioned to provide dealer customers with an alternative ‘stockless’ supply model, through combining office2office’s Truline service with Vasanta’s warehouse capability. Vasanta has already made significant investments in business efficiency and this will be a key and ongoing focus for the enlarged group.

Commenting on the acquisition, Mathew Deering, a director of EVO, said:

"We believe that office2office is a business with a number of attractive characteristics which will benefit from the operational expertise and financial support of Endless. Furthermore, the merger with Vasanta makes strong strategic and operational sense. It provides an exciting opportunity for the combined group to deliver a strong offering to the market going forward"

Debbie Jackson, Corporate partner at the Walker Morris team said:

"Having worked with Endless and Vasanta since Endless' original investment into the Vasanta Group a number of years ago, we are delighted to be involved in this strategic opportunity for both Endless and Vasanta. The combination of the Vasanta and office2office group will no doubt create a strengthened business offering which will benefit from a number of synergies."

Richard Naish, Corporate partner at the Walker Morris team said:

"The deal is the first public to private transaction carried out by Endless and we are very pleased to have been able to advise them on it, calling on our own public company expertise. We are continuing to see an increase in activity across the board, but our public company advisory work is particularly strong at present and this deal is just one in our deal pipeline."

The Walker Morris team was led by corporate partners Debbie Jackson and Richard Naish. Endless was advised on financing aspects by a team led by Peter Considine and on Competition aspects by a team led by Trudy Feaster Gee.

Decision in major case in the Supreme Court provides clarification for mortgage industry

The Supreme Court, the UK's highest court, has published its final decision in the long-running North East Property Buyers' litigation case, providing crucial clarity on priority interests in land.

Walker Morris has represented one of the lenders that have achieved success in the Supreme Court in a significant case which has major implications for the mortgage industry.

The case, dubbed the North East Property Buyers' Litigation, was heard in March and raised a number of legal issues in relation to sale and rent back schemes (SARB). In particular the case raises the issue of the priority of interests in land – a crucial topic for mortgage lenders.

The judgment provides much needed clarification and confirmation that individuals that have sold their homes under a SARB scheme cannot establish any interest which would give them priority over the mortgagees rights.

The background to the case was that North East Property Buyers (NEPB) offered to owner occupiers of properties in the Newcastle area, to purchase their property (usually at a discount) and lease it back to them. In all the cases, the occupiers alleged that NEPB promised them a right to occupy the property in terms of a long term tenancy at either market rent or, in some cases, rent free. A nominee of NEPB would apply for a buy-to-let loan to be secured by a first legal charge over the property. Repossession hearings abounded when NEPB fell into arrears and the former owners faced eviction.

A number of test cases were identified to take forward for the courts to decide pivotal issues about the occupiers' rights that arose due to the assurances given to them that they could continue to live in their homes for years to come, and whether those rights could take priority to the mortgage lenders' legal charge over the properties.

In February 2012 the Financial Services Authority reported that most sale and rent back transactions were "unaffordable and unsuitable" and should never have been sold, but by then, in practice the entire market had virtually shut down and SARBs are now very rare.

Walker Morris' Banking Litigation team represented one of the mortgagees. Ian Drew, Associate at Walker Morris, commented:

"It is worth noting that criminal charges are pending; the solicitors involved were the subject of disciplinary hearings, and both the original owners and the lenders can be considered victims of fraud. The Supreme Court's decision determined which of the two innocent parties will have to bear the unfortunate consequences of that fraud.

"Neither the rights of occupation promised by NEPB nor the tenancies granted by them were permitted by the lenders' mortgages. The essence of the issue before the Supreme Court was whether the occupiers had interests, the priority of which was protected by the Land Registration Act 2002."

After a thorough analysis of relevant case law, the Supreme Court decided that the occupiers acquired no more than personal rights against the purchasers when they agreed to sell their properties.

Ian Drew added:

"In a succinct and logical decision, the Supreme Court has put to bed a hotly disputed area regarding the priority of the mortgagee's legal charge to any rights the purchaser purported to grant on agreement to purchase the property. When a purchaser buys a property with the help of a mortgage, he/she never acquires more than an equity of redemption and under the tripartite contractual arrangements between the vendor, purchaser and lender, the purchaser obtains a property which is the subject of an indivisible bundle of rights and liabilities."

"Whilst the SARB industry is now regulated, some lenders may be unaware of their exposure to such transactions completed before the regulation was introduced. This case should provide much needed clarification of the rights of those involved in SARB schemes and the procedures required to protect them."

Walker Morris advises Symington's on new acquisition

Corporate lawyers at Walker Morris have advised Symington's Ltd on its acquisition of certain of the business and assets of The Tanfield Food Company Limited for an undisclosed sum.

Symington's, which is based in Leeds, manufacturers convenience foods under national and international brand names such as Ainsley Harriott, Ragu, Aunt Bessie's, Jane Asher, Mugshot and The Food Doctor to name a few.  The acquisition will see parts of the Tanfield business and assets become part of the Symington's company.

John Kitson, Financial Director of the Symington’s group, commented:

"Tanfield complements the Symington's business and the acquisition will leave us well placed to continue our growth in the ambient convenience foods market and develop our brand range."

Richard Naish, corporate partner who led the team at Walker Morris said:

"Symington's is a long-standing client of the firm and we are delighted to have advised them on this latest acquisition.  We have advised on a number of key corporate deals for Symington's in the past including its acquisition of Victoria Foods and its acquisition of the Ragu and Chicken Tonight brands from Unilever."

The Walker Morris team comprised Richard Naish and Oliver Duke (both from Corporate), Ben Roden (Finance) and Shakeel Dad (employment).

Walker Morris announces unprecedented exhibition to celebrate 20th anniversary children's calendar


Walker Morris has announced that it will be celebrating the 20th anniversary of its award-winning Children's Charity Calendar Painting Competition with a very special exhibition at the Tetley Gallery in Leeds.

Walker Morris will be commemorating this milestone of one of the longest community arts sponsorships by displaying an unprecedented collection of 250 pieces of children's artwork from across the 20 years of the Calendar. The Exhibition will run from 7-16 November and will occupy the ground floor space of the Gallery.

The Calendar Competition was launched in 1995 with the clear objective of raising the awareness of the importance of art and creativity in schools. Winning pupils receive hampers of painting materials and the schools themselves receive a grant towards art. This award winning initiative has allowed primary schools, particularly those under financial pressure, to provide additional art resources, teaching and art clubs for its pupils. Over the years, winners' paintings have been exhibited at the National Media Museum, Leeds Art Gallery, Harewood House and on the Saatchi Gallery website.

All the proceeds from the sale of the Calendar go to fundraising for Martin House Children's Hospice. Walker Morris is looking to further raise funds throughout the duration of the Exhibition with a silent auction of the artworks.

Walker Morris partner, David Smedley said:

"We are delighted to be celebrating two decades of our Children's Charity Calendar Competition with this very special Exhibition at The Tetley Gallery. We never dared to believe when we started the Competition in 1995 that it would enjoy such longevity and success. I would like to especially thank all the children, parents, teachers and Councils who have supported the Competition and made it possible to continue. In particular, I would also like to thank Ashley Jackson for his unswerving support of the Competition from its inception. His infectious enthusiastic for art and his commitment through the judging and master classes has been outstanding.

"We have a long and proud tradition for support of the arts including a number of headline sponsorships for example with the Saatchi Gallery, Royal Academy and Damien Hirst. Our Calendar Competition is particularly satisfying as it is our grass roots investment in the arts, encouraging art and creativity at primary school age – a crucial time to encourage art and creativity."