Charles Taylor’s £17.6 Million Shares Placing

Davis Polk advised Charles Taylor plc on a placing of new shares representing approximately 9.75% of its current issued share capital which raised gross proceeds of approximately £17.6 million.

The new shares will be admitted to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange. The placing was conducted as an accelerated bookbuild process.

The proceeds of the placing will be used to fund initial consideration for the acquisition of the Inworx group of companies. The initial consideration payable by Charles Taylor will be $22.5 million and the maximum consideration (including performance-related deferred consideration) will be $50.5 million. The acquisition is conditional on the placing.

Charles Taylor, a premium listed UK. company and constituent of the FTSE SmallCap index, is a provider of insurance-related technical services and solutions. The group employs around 2,100 permanent and contract staff in 107 locations spread across 29 countries in the United Kingdom, the Americas, Asia-Pacific, Europe, the Middle East and Africa. The company, led by David Gideon Marock, Mark Keogh and Jason Sahota, in 2017 recorded £210 Million Revenues.

Inworx is an insurance-focused technology consultancy and software provider to insurance brokers, insurers and non-traditional insurance players in 15 countries across Latin America.

The Davis Polk corporate team included partners Dan Hirschovits (Picture) and Will Pearce and associate Jack Kelly. Partner Reuven B. Young and associate Ida Araya-Brumskine provided U.S. securities law advice. Partner Jonathan Cooklin and associate Dominic Foulkes provided tax advice.

Involved fees earner: Dan Hirschovits – Davis Polk & Wardwell; Will Pearce – Davis Polk & Wardwell; Jack Kelly – Davis Polk & Wardwell; Reuven Young – Davis Polk & Wardwell; Ida Araya-Brumskine – Davis Polk & Wardwell; Jonathan Cooklin – Davis Polk & Wardwell; Dominic Foulkes – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Charles Taylor PLC;