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NEWS & REVIEWS • INSTITUTE FOR TURNAROUND
Swift
November 2011
Sach of Turnaround
Youthful Enterprise
Warrior King
10th Anniversary
IFT Awards
30th November
Bloomsbury Big Top,
Coram’s Fields,
London WC1N 1DN
JOIN US THERE
Institute for Turnaround
ift
©
Swift
Message from the Chairman
Contents
As the Institute for Turnaround approaches its tenth
anniversary awards, shall or should we be much affected by
nostalgia – or as one nameless author put it, ‘when you find
the present tense and past perfect’?
There is usually little time or appetite in the turnaround world for
sentimentality or the rear view mirror. Turnaround professionals
striving to confront ‘denial’; return an ailing organisation to viability
and then drive forward its transformation will recognise the truth in
the observation, “It will generally be found that men who are
constantly lamenting their ill luck are only reaping the consequences
of their own neglect, mismanagement, and improvidence, or want of
application.” (Samuel Smiles). William Shakespeare too, had some
sage counsel that could readily apply to businesses suffering the
twin travails of recession and change, “Cease to lament for that
thou canst not help; and study help for that which thou lamentest.”
So we intend the IFT Awards – Europe’s Top Turnarounds 2011 – to
be a rallying cry for the next decade in turnaround and
transformation. Yes indeed, we will be looking back to the founders
of the Society of Turnaround Professionals – STP, our predecessor
and to the people who have led the way to professionalising
turnaround and gaining recognition for its distinct skill set, but we
shall do so in the spirit of appreciating what went before and using
what we did and learned as building blocks for the future.
Our venue, the Big Top, has been granted the accolade of being
‘London’s top venue’ for the year and IFT was amongst its inaugural
bookings. Our awards presenter and host is the incisive yet affable
broadcaster and commentator Jeremy Vine. The awards themselves,
as you know, are not of the confetti variety. Without question we
have a diverse and impressive long list that is being crafted into a
powerful representation of the very best across the spectrum of
turnaround. The first anyone other than the independent judges,
who include London Business School and the CBI, will know about
the results, is on the night itself.
The awards are a ‘don’t miss’ feature in the turnaround calendar
and remember, we have special packages for members and
corporate partners – see below for details of how to book. We are
preparing a limited edition souvenir programme with a ‘timeline of
turnaround’ so if you would like your organisation to be included in
the anniversary messages or have a suggestion of an event worth
including in the timeline, please get in touch me direct. Join us on
Wednesday November 30th for the glittering celebration of a decade
– for quite a number of our STP-IFT community, a decade that they
have been involved in shaping from the outset.
Christine Elliott
Chief Executive and Director,
Institute for Turnaround
1
Page 2
Chairman’s Message
Our work continues to be firmly focused on IFT’s
Page 3
Pathfinder - Proper Job
mission to be the de facto voice of turnaround with
Page 4
We Won’t Know
the benefits that this confers to our members and
Page 5&6
Sach of Turnaround
corporate partners. We have achieved some excellent
Page 6
H2 Acquires Unipart
publicity through the national press and online (do
Page 6
Nortel and Lehmans
check the website) and our short film for the CBI has
Page 7
Boost for Hull
had a good outing. I am told that IFT’s coverage of
Page 7
AlixPartners - Asia Head
zombie businesses has even been ‘Tweeted’!
Page 8
Burdale and DLA Piper
Page 8
Equity Partners Expands
Page 8
Graham Rusling and IFT
Page 9-11
Rutland - Catalyst for Change
Page 11
Baronsmead Grows
Page 12
Philip Dougall Joins Kelso
Page 12
Mythbuster
Page 13-17
Youthful Enterprise
Page 17
Care Principles
Page 18
CPD Events
Of our three aims, the first is to become representative
and inclusive, so I am delighted to report that regional
recruitment is building up a powerful head of steam. In
October there was a meeting of some 85 attendees at a
banking debate and interaction in Bristol. Similarly, there
was an extremely well attended gathering in Birmingham.
Together, as the Midlands and West region, spreading the
word about IFT whilst recruiting new members has
galvanised the excellent work being done by the regional
committees, co-ordinators and their leaders. Nationally,
we expect to announce to you at the IFT 10th
anniversary awards that we have achieved our ‘magic
number’ for the year! Well done to all involved in helping
drive IFT forward.
Page 19-20
Warrior King
Page 21-22
Inadequate Board Minutes
Page 22
Keith Bordell
Page 23
Agree or Disagree
Page 23-24
Turnaround Traveller
Page 25-31
Member Profiles
IFT Corporate Partners
Institute for Turnaround corporate partners represent the
best in law, accountancy, corporate banking and finance,
private equity and other experts involved in the field.
We value their support.
AlixPartners
Alvarez & Marsal
Barclays
BDO
Better Capital
BTG Mesirow Financial Consulting
Burdale Financial Limited
Deloitte
DLA Piper
Endless
Ernst & Young
Freshfields Bruckhaus Deringer
GA Europe
GE Commercial Finance
Grant Thornton
HSBC
Kelso Place Asset Management
KPMG
Lloyds Banking Group
Pinsent Masons
PricewaterhouseCoopers
Royal Bank of Scotland
RSM Tenon
Ruffer LLC
Rutland Partners
Smith & Willamson
Your board and executive are well aware that we need to
be on top of all the issues whilst driving to meet our three
objectives. We are pushing to promote the application of
our members’ turnaround and transformation skills in as
many markets as possible. IFT members are
professionals dedicated to helping organisations achieve
their potential in circumstances that may be difficult or
where profound and radical change is needed. This is our
clear purpose and one we want universally known and
understood. In pursuit of our second objective to create
a turnaround profession and to professionalise it, we are
keen to highlight members’ wider capabilities in
transforming organisations.
We expect to have another banking workshop before the
end of the year and more in the New Year (Q4 diaries
being somewhat busy). The Routes to Market Group has
had its first implementation plan (NHS opportunities)
signed off and that will be rolled out. Other work is in
hand for manufacturing, private equity/corporate finance;
with transport, property and government service
providers being looked at. These short, sharp projects are
involving members who are spreading their expertise for
the general good and we thank them warmly.
the other volunteer directors committed to helping IFT
progress. We have also had a great response to
involvement in working groups and teams to drive the
issues forward.
To ensure we keep simply focused on being for the
members and run by the members, we are about to seek
your views on some points of policy specifically prepackaged insolvencies and how we work with practising
IPs. It is important to keep differentiating IFT and to
continue to emphasise that we strive to act in the best
interests of all creditors and stakeholders. Can I also
encourage you to show your IFT credentials where
appropriate by using them on paper and electronic
stationery including emails, business cards, LinkedIn and
other communications. Please do send our team your
orders for the new ‘calling cards’ that showcase the
benefits of using IFT members. Remember to wear those
pin badges too when marketing your capabilities.
.
As we approach IFT’s 10th anniversary awards I do hope
that as many of you as possible will make a point of
being there to wave the flag and join us for positively the
best awards ceremony in the turnaround calendar. It is an
expense, I know, but the regions are planning to have
tables and we do ensure that IFT members and partners
get the very best rates. It is also one of the times of year
when thoughts turn to less fortunate parts of society. In
support of our third objective, being generous with our
time and expertise in order to help worthwhile but
struggling not-for-profit organisations, we will shortly be
asking you to consider pledging a little – or more – of
your capabilities through a ‘turnaround pledge’ bank of
hours on the website.
We have some fantastic plans and ambitions with a
strong and growing membership of the very best in the
turnaround profession. With your continued, active and
enthusiastic support, we will inevitably realise our full
potential in being the de facto voice for turnaround and
transformation.
Iain MacRitchie
IFT Chairman
I am very pleased that through the election we have
further strengthened the Board and welcome to Ken
Baird (Freshfields) and Garry Wilson (Endless) who join
2
Pathfinding – how a turnaround
professional finds a ‘proper job’
Hidden in our immaculate filing system I recently found the
original Pathfinder five-year business plan prepared before
we started trading in 2003. Out of curiosity I started reading
it. Should I have been surprised that the forecasts were
“hockey sticks” (why should we be any different to the
companies we work with)? Well definitely no surprise that it
didn’t turn out that way. The graphs for ‘actuals’ in the first
three years have more in common with downhill skiing than
hockey; a good start but near disaster in year three when I
got the strategy all wrong and spent far too much time on an
aborted MBI and Turnaround Fund (a new hip during that
year didn’t help). Fortunately there was a significant bounce
back in year four just as I was about to give in to my wife’s
constant demands to get a ‘proper job’ – it was very close.
Thankfully due to the support of several people the last five
financial years have been good and I’m still trying to work
out why what we all do isn’t a ‘proper job’. Nonetheless,
work for us and others recently has been patchy and one
thing we have learned (probably too slowly) is that we have
to keep trying new things just to stand still even before we
grow the business.
As part of the development of Pathfinder we have recently
registered the name and logo as a trademark for turnaround
management and investment services, amongst other things.
Pathfinder now comprises the original Pathfinder Strategic
Partners LLP (“Partners”) for Turnaround work which
remains my priority and the recently incorporated Pathfinder
Strategic Investments Ltd (“Investments “) headed by Doug
Bedford to hold investments in companies that we can help
to “kick start” and grow out of slow deterioration. Doug is a
fellow MBA and accountant (FCMA) with a track record of
owning and developing SME‘s. Doug is also an Associate of
Partners available to assist in Turnaround Management
assignments.
Fund of experience
We would love to say that Investments has a fund, but we
haven’t; at most we have a few bob to invest which, when
(quite rightly) pushed recently to be more specific we said
£0 - £100,000, and we would prefer being closer to £0
than £100,000!
specific experience. Jonathan Stewart with Travel, Transport
and Logistics experience, both in Europe and internationally,
is our partner in these fields, bring the detailed sector
knowledge.
Calmer Karma
We are in no hurry to make our first investment. Although
we are aware of the danger of possibly being too choosy, we
can afford to wait until the right ones come along.
In conclusion a few suggestions when work is thin;
• Be kind to ourselves. The Buddha said, “Do not judge
yourself too harshly. Without mercy for ourselves we
cannot love the world”.
• Ignore our partners’ complaining for as long as humanly
possible. I have always found that the kids have no
problems in ‘getting it’
• Have a physical release; one of mine is two wheels out in
the Yorkshire countryside enjoying a Black Sheep en route
(that’s a drink for those that might be wondering)
• Ignore self-help books; they are only a temporary fix and
before we know it we are addicted to them.
• Read biographies/auto biographies of inspiring people
(business, sport etc.). One of my favourites is Roy
Jenkins’ Churchill who once famously said, “Never, never,
never give up”.
• Plan to succeed AND dare to fail
• Record every day (Sundays optional) one thing that we
have done to gain work and one thing that we have
enjoyed/has given us pleasure. With a bit of practice this
becomes surprisingly easy.
• Apply for a practising certificate. Well it can’t do any
harm can it!
When we think about it, we all have the skills and personal
life experience to help companies and their people in
Turnaround. This is what Pathfinder is dedicated to and we
hope that the new combination of turnaround management
and investment will help us succeed.
3
We Won’t Know
Where We’re Going
Till We’re There
The Times they are a-Changing,
But not the old taboos
On asking where they’re going,
Or what it’s for, and whose.
We’ve been M.B.O.’d and Down-Sized,
We’ve been T.Q.M.’d, Divested;
Process-Cost-Re-Engineered,
Re-Structured, Dis-Invested.
Kept up with all the ‘ologies’,
Each ‘Go-for-Change’ idea;
Read every trendy guru’s book
And business panacea;
Consorted with consultants,
Bought their ‘this-should-fix-it’ isms,
Gone round and round the circuits
Of computing cataclysms.
EUROPE’S TOP
ift TURNAROUND
awards 2011
I n s t i t u t e fo r Tu r n a ro u n d
©
10
EUROPE’S TOP
TURNAROUND
AWARDS 2011
th
Anniversary
Special Guest Speaker:
Jeremy Vine
& GALA EVENING
WEDNESDAY 30th
NOVEMBER 2011
Bloomsbury Big Top,
Coram’s Fields,
London WC1N 1DN
Book online:
www.instituteforturnaround.com
Email:
[email protected]
The Times they are a-Changing,
But not the old taboos
On asking where they’re going,
And who will get to choose.
The message is, just move it round
Like Alice’s Mad Hatter,
Back or forward, where it’s bound,
Is quite another matter.
Shake it up and slim it down
Is mainly what enthuses;
Don’t spoil the fun by asking which
People are the losers.
So, keep the gimmicks coming, Lord.
To keep us all from needing
Such obsolescent, antique things
As caring, thinking, leading.
This is hardly an original approach and you might ask
what’s the point? Well, as a result of re-defining and
extending our definition of “work sources” we started
contacting Corporate Finance boutiques and from
introductions have already carried out due diligence on two
companies, one of which was a near insolvency situation,
and are currently looking at a third, a £8m turnover haulage
company in the South.
We were careful to set out our broad investment guidelines
at the outset but this latest opportunity is neither in our
preferred geography nor in a preferred sector; but we believe
it’s too good to ignore! So far we have always included in the
team a potential investment partner who has solid sector
BOOK NOW - FEW PLACES REMAINING
Bertie Ramsbottom © Ralph Windle
‘The Poetry of Business Life’,
An Anthology, Canto VIII,
Technology and Change,
Chris Burford, Managing Partner
http://www.pathfinderpartners.net
Principal Sponsors:
Sponsor:
Ralph Windle
(pub Berrett-Koehler USA 1994)
4
The Sach of Turnaround
Derek Sach likes shopping –
jurisdictions, not malls, you
understand. He says, “The UK
has a great product in
Administration. Over the last few
years however, I’ve done as
much in US Chapter 11 –
politicians do love to compare
the two systems.”
We are talking about whether UK turnaround skills are
exportable and he is in no doubt that, “the applied
knowledge and processes that UK- trained turnaround
professionals have are a great invisible export.” Mr. Sach, an
IFT Fellow and long a scion of the restructuring market, is
currently engaged at top level in defining and driving through
RBS’s own 5-year turnaround as well as leading RBS’s
Global Restructuring Group.
What he most wants from any system is for it to be,
“predictable, reliable and useful.” Based on experience in,
“more than just the previous recession,” he is convinced that
the UK and US systems are superior, for the simple reason
that they have commercial courts presided over by a highly
intelligent, commercially aware judiciary, whose experience
spans thirty or forty years. “Although the US system is courtdriven, it does move quickly, though one disadvantage can
be the cost to the company as it manages dissident minority
interests.”
“UK politicians should resist tinkering with what we have in
the UK. We have high quality judges and in Administration,
one of the best legal processes in the world – politicians
should be proud of that. What both the US and UK systems
do is preserve the business entity. They are expensive but
they bring predictability and certainty to situations that may
otherwise be irrecoverable. Of course, the people who lose
out are the equity and the board.”
Mr Sach cites the tale of the Bromsgrove widget maker– one
of several anecdotes that he has burnished over the years to
illustrate the fundamentals of his profession. “The nub of it
is that after the process, the same 800 people in
Bromsgrove were still making widgets the morning after.”
In Derek Sach, RBS has a restructuring guru who has
applied the learning from previous recessions in an attempt
to avoid mistakes – “or at least,” he says wryly, “making the
same mistakes.” He recalls a neighbour in Birmingham in
around 1980 – 81. “This neighbour had an industrial
cleaning business and a Rolls Royce that he took great pride
in. One day I noticed a Cortina parked in his drive. It
transpired that he had sold the roller because he couldn’t be
seen to be driving it in the recession; which, incidentally, he
survived.”
5
Improving UK practice
“Restructuring these days is broader but at heart, the same
principles apply. Work such as that the IFT has done to
promote and professionalise turnaround has greatly helped
to establish and develop turnaround. People are getting on
with it earlier – though by no means as many businesses do
so as frequently as they should.
“RBS has strengthened its restructuring skill base with
recent recruits such as John Davidson from Bridgepoint,
Laura Barlow from AlixPartners and Helen Gordon who
recently joined us with an outstanding track record in the
property world.
“At RBS, we have pushed on with our agenda of trying to fix
businesses. Over the last year, we have restructured some
800 businesses and we introduced 900 people to
companies to help them in that period.”
Still feisty
People who have known Derek over a period over years are
unlikely to detect signs that his crusading vigour has
mellowed. His incisive analysis, financial and commercial
acumen and directness propelled him to the top echelon of
the bank when the global financial crisis swept through the
sector.
Campaigning clearly runs through his blood though as one
well versed in civil service vocabulary, this is coated in
diplomatic urbanity. Derek Sach was the first to insist, after
the experiences of the 1990’s, that practitioners from
accountancy firms that did IBR’s should not afterwards take
insolvency appointments. Now he has gone further in
developing the theme around conflicts of interest and has
decreed that lawyers who do syndicate documents should
not do a subsequent insolvency.
Derek spent twenty years in 3i, latterly as a main board
director. Based in the UK, he was responsible for all the
investment house’s activities pre-flotation with special
expertise in equity investments. He joined the bank,
“because of George Mathewson,” where he, “came to be
responsible for solving problems.
“George understood in 1992 that the bank owned the
economic interest and so in double quick time we took
hundreds of equity stakes. Derek had joined the eighth
biggest bank in Britain. He established the first group risk
function and the seminal deal with Tesco finance. Then
came the NatWest acquisition, expanding RBS by 4 – 5
times the size.
“What I really like doing is solving problems. Come 2007 we
had reduced to 150 from 350. We had been over-staffed,
but we kept the experienced people and I even managed to
get to Wimbledon that year.”
“In the autumn of 2007 the bank acquired ABN Amro and I
was tasked to start sorting out the problems there. So we
grew phenomenally quickly and multiplied ten-fold. We have
1300 people all over the globe with the majority outside the
UK.”
Best yet to come
“In a way, the last three years have been the most
interesting of my career. My team has always opted to do
interesting development. You name it, we were there! At one
time we were leading 200 bank restructuring groups round
the world. Now we are down to 140.
“A lot of our solutions were bold. For instance, Samsonite,
where we were exposed ten times more than any other
lender.
“Pre-August this year I gave a pretty upbeat assessment of
the economic prospects for the UK. More recently, we have
seen the US shooting itself in the foot. We have to emerge
from the European sovereign debt crisis, it’s a question of
confidence. Still, I would just by a whisker say we should
avoid a double-dip. Property is an asset class where lots of
stock is not in use, over-valued and the classic bubble that
went ‘pop’.”
Back to the future
“The noughties have been the decade of turnaround. 1991 –
2 was the last time that businesses failed because people
were not minded to fix them.
“Around Europe, we have tried very hard to promulgate the
culture that was developed here in the UK. RBS – and
others – have run seminars and engaged in secondments.
Our education programme has extended to Romania,
Moscow and throughout Western Europe. Hong Kong and
Singapore have legal systems that are modelled on the
British one; which makes restructuring and its techniques
readily transferable.
“It is common knowledge that RBS has had to undertake its
own restructuring and turnaround. We have the benefit of a
very impressive leader, Stephen Hester, who – in classic
turnaround style – has come in without the baggage of the
past. RBS is pretty much on target. Our balance sheet has
been cut in half, from 2 trillion to 1 trillion. Core Tier 1
capital at Q2 2011 is 11.1%.
My ‘Way’
“I try to visit one of our offices each week – it could be
Sydney, it could be Birmingham. We have a lot of small
units; for instance 10 in Hong Kong, Singapore has 4 and
Sydney, 12. That gives me a lot of personal exposure to our
business.
“I am proud of the fact we have implemented 800
restructurings in the UK over the last year and saved
75,000 jobs. Our business isn’t just about financial
performance - it is helping people in those businesses and
in our business succeed as individuals.”
H2 acquires majority
stake in Unipart
H2 Equity Partners has acquired a majority of the shares
in Unipart Automotive Ltd. UA was part of the Unipart
Group of Companies the international logistics, distribution
and consulting Group headquartered in Cowley, United
Kingdom. UGC will remain involved as a significant
shareholder in UA.
Unipart Automotive is a leading spare parts distribution
business in the U.K. with a nationwide network of over
175 branches. The company markets the ‘Unipart’ brand
alongside strong proprietary parts brands and offers a
wide product range to its customers, both in the
Independent Motor Trade as well as to large scale
nationwide (fast-fit) chains. UA’s web-based ordering and
garage management system is state-of-art and offers its
customers the most comprehensive service available in
the market to date. Unipart Automotive generates sales of
£175 million and employs circa 2,000 FTE.
H2’s investment thesis is to improve significantly UA’s
market position and profitability via a combination of
actions such product range extension, network
optimisation and strict cost control. In order to promote
synergies between Sator Holding – another H2 portfolio
company – and UA, H2 Equity Partners has founded
buying group AP United. AP United will combine the
purchasing volumes and ranges of both companies and
improve efficiencies for both its suppliers as well as its
members.
Nortel and Lehmans repercussions
On October 14 the Court of Appeal upheld the
High Court ruling of December 2010
concerning Nortel and Lehmans.
Richard Williams, the London Head of Restructuring
for Pinsent Masons said,
“The Court of Appeal has come to a similar view as
the original judge but without many of his
reservations. The uncertainties for lenders and
insolvency practitioners continue and indeed are
increased by the new judgement. On the other hand
trustees of pension schemes will continue to regard
themselves as having a stronger hand when dealing
with a deficit. The judgement may encourage them to
take a more aggressive negotiating stance, since
contribution claims can now rank highly in an
insolvency to the detriment of other stakeholders.
“It appears likely that these cases will proceed to the
Supreme Court if the consequence of the current
pension legislation on distributions in insolvency is not
clarified by Parliament in the meantime.”
6
NORTH POINT BRINGS
BOOST FOR HULL’S
LOCAL ECONOMY
AlixPartners Names
C.V. Ramachandran to
Head its Asia Business Unit
Shopping centre attracting 160,000 visitors per week
Firm continues to strengthen its client-service capabilities in Asia
A restructuring operation at North Point Shopping Centre
has led to a significant increase in customer, with footfall
equivalent to almost two-thirds of Kingston-Upon-Hull’s
entire population now visiting the retail destination each
week.
AlixPartners has announced that it aims further to accelerate
its growth in Asia with the appointment of industry veteran
C.V. Ramachandran as head of AlixPartners’ business and
offices in Asia. Mr Ramachandran, who will be stationed in
Hong Kong, has been a managing director at AlixPartners
since joining the firm in 2003. Most recently, he led several
key European client relationships in addition to managing the
infrastructure for AlixPartners’ entire EMEA (Europe, Middle
East and Africa) region, from the firm’s London office.
Adrian Doble, also a partner at FRP Advisory, became
chief executive of North Point when the parent company
collapsed into administration and is overseeing a full
restructuring of the shopping centre.
“By focusing only on tenants that that work hard to
provide value for money North Point is bucking the
national trend and footfall is increasing.” said Adrian. We
peaked at 160,000 a few weeks back and as we are a
destination centre I know that a high proportion of those
visitors come to spend. It really is a unique retail offer for
Bransholme and the whole of Hull.”
“We welcomed Morrisons in April this year and Ellie Louise
opened their doors this month. I can’t wait to see more
retailers aimed at younger people as next year the largest
Health Care PCT in the region opens its doors. It is being
built now on our land and we want to provide for the
needs of the mother and child customer that this will
inevitably draw in. The cornerstone of this centre is the
community.”
The number of people visiting the Bransholme-based
shopping centre increased by 4% in Q1 2011 compared
with a year ago. As part of the improvement drive
Managing Agents, First Investments, of Chorley have been
appointed and Beverley based Alec Cammish is advising
on strategy. Local agents, Garness Jones have joined the
team, as have national agents Tushingham Moore.
The 13-acre shopping centre features 750 free car parking
spaces, while 500 buses stop there each day. Doble and
the new team are now focusing on making its portfolio
even stronger. He adds: “There are some exciting
developments underway at North Point. It has planning
consent for 100,000 sq ft of additional retail
accommodation, plus space to develop a drive-through
restaurant if we can find interested investors.”
“AlixPartners is experiencing a continuing surge in demand
for our services in Asia across our entire suite of services,
including enterprise improvement, turnaround and
restructuring, and investigations-support and other financialadvisory services,” said Fred Crawford, CEO of AlixPartners.
“The macroeconomics in key countries in Asia, as well as the
continuing expansion of multinational companies into the
region, makes this the right time to build on our alreadystrong foundation.. C.V., with his broad international
experience in both consulting and the corporate world, is the
right person to spearhead this effort.”
As part of enhancing its presence in Asia, AlixPartners also
recently hired two new managing directors, Rob Morris and
Eric Thompson, who are based in Hong Kong and Singapore.
Morris is a financial-advisory services expert and Thompson
is a restructuring expert. Other AlixPartners managing
directors in the region include Ivo Naumann, based in
Shanghai; and Yuji Nishiura, Hiro Hirano and Tsutomu Noda,
all based in Tokyo.
C. V. Ramachandran has helped many global corporations
and private-equity owners improve business performance in
a broad range of industries, including automotive, consumer
products and aerospace. His areas of functional expertise
include operations improvement (including pricing, supply
chain, product development and manufacturing) as well as
M&A-related support. Before AlixPartners, he worked for 13
years in consulting as a partner at Booz Allen Hamilton and
at A.T. Kearney. Prior to that, he worked for 10 years
between Ford Motor Co. and Midland Ross Corp. Mr
Ramachandran holds an MBA from the University of
Michigan in Ann Arbor, a master’s degree in engineering from
Carnegie-Mellon University in Pittsburgh and a bachelor’s
degree in chemical engineering from the Indian Institute of
Technology in New Delhi.
“AlixPartners’ model of small, senior teams dedicated first
and foremost to sustainable results, is exactly what clients
need in the rapidly evolving economies in Asia,” said Mr
Ramachandran.
7
Burdale and DLA Piper
distil Greenall MBI-MBO
IFT corporate partners Burdale Financial and DLA
Piper and Reed Smith took lead roles on the
acquisition of G&J Greenall, the UK's oldest distiller
and bottler of gin and vodka, from hotels business
De Vere Group.
Burdale Financial Limited, a member of Bank of Ireland
Group, provided an £11m asset-based lending facility for
the acquisition of the business. The facility is to support
the acquisition and to provide ongoing working capital
funding for the future growth and development of the
company.
DLA Piper advised De Vere as the sellers, fielding a team
led by London head of private equity restructuring
Jonathan Richard.
G&J Greenall is one of
the largest producers,
distillers and bottlers of
gin and vodka in the
UK. Alongside the
production of its own
brands, which include
Greenalls and Berkeley
Square, the company is
a contract manufacturer
of a number of
international brands as
well as a supplier to the
UK supermarkets with
own-label spirits.
H2 Equity Partners expands
H2 Equity Partners, the independent private equity
firm whose UK presence is managed by IFT
member Patrick Kalverboer, is moving to the West
End of London to accommodate the team’s fast
growth and further expansion of its UK operations.
H2, founded in 1991, currently manages a portfolio
of 15 companies generating circa € 2 billion in
sales. Total funds under management amount to
around € 500 million.
Graham Rusling joins
IFT Policy Committee
After a frenetic and productive period in
continental Europe, Graham Rusling has
returned to the UK and has quietly
realigned his team, bringing together the
bank’s credit function and business
support with Graham Rusling in charge
of for both parts of the business.
“In 2010, we increased the number of
restructuring specialists in Spain by over
50 per cent,” he said. “In challenging
environments it is important that we
work with struggling clients to help them
navigate away from danger, and the
earlier we are able to assist them the
more likely they are to save jobs and
survive, which preserves value for the
client and for the bank.” Tackling loan
losses in Spain is made harder by a
largely untested bankruptcy regime and
clawback rights that can extend two
years.
For IFT, the good news is that Mr
Rusling, an IFT Fellow and already
influential in developing IFT’s thoughtleadership, has been able to join the
policy committee chaired by IFT
Chairman Iain MacRitchie. The
committee (described in your IFT Guide
to its Committees) has a key role in
defining and debating issues for the
board and membership’s consideration.
Graham Rusling has joined the
committee with immediate effect.
His career at Barclays spans 38 years.
Over the past 20 years, he has worked
in both credit and turnaround parts of
the business.
8
CATALYST FOR CHANGE
“At Rutland, we often get described as a turnaround
fund which some automatically assume is about cost
out but in fact we do a wide range of operational
restructuring and business improvement that are partand-parcel of transforming an organisation, often off
the back of investment and second stage funding. In
every case it boils down to whether the restructured
asset you are looking at can deliver value, whether you
have an operational strategy and the right resources to
make that work.” Nick Morrill speaks with the
authority of experience as Rutland celebrates its first
decade as a catalyst for change in business
turnaround and transformation.
A tenth anniversary is a good time to look back – but not for
long as the focus at Rutland remains very much the reality
of now and looking forward. Rutland started as an industrial
holding company, the Rutland Trust PLC, founded by
Michael Langdon in 1987. Michael Langdon is both founder
and chairman and continues as an active force in the
business. However, the firm was initially a mixed group of
businesses, with Nick Morrill and Paul Cartwright in handson executive roles in the acquired companies. In 1999, they
sought permission for a more traditional private equity
structure and in 2000 Rutland officially became a private
equity house, raising a £210 million fund of which nearly
half came from the Rutland Trust, newly constituted as a
quoted investment trust. Largely the same team has stayed
together, with Nick and Paul as managing partners. They
keep the team small enough that colleagues who work
together know one another very well allowing fast decision
making and always run with two people on each
assignment.
Owner-operator mind-set
Joint managing partners Nick Morrill and Paul Cartwright
have individual voices but commonly held views, based on a
long experience of working together and with other Rutland
colleagues.
“For us,” says IFT member Nick, “the most important thing
is making sure we select companies that have some
competitive proposition – that may need reviving; or market
share or a brand niche, something that stands out. I know
when we are going into a business that there will be a
period when we disrupt it and so the fight has to be worth it
over several years. A business needs to be able to hold itself
together during the restructuring and if it can’t do that, it’s
not for us.”
9
excess of what you would see in a typical leveraged buy-out. A
lot of this is about trust and confidence and you often work
better with people who you have worked with before – which is
one of the reasons we like working with IFT members. We
understand their operating style and vice versa.”
One of Rutland’s early award-winning (from IFT) turnarounds
was Carron Energy. The business had been in receivership for
over two years when Rutland acquired it for £20 million plus a
pledge of with a ceiling of £20 million for recommissioning
costs. Carron Energy was sold to financial investors eighteen
months later in 2006 for £125 million. Over the years, the
businesses have been diverse, including healthcare (Attends),
household disposables (CeDo); a hugely successful chain of
pawnbrokers (H & T Group) and a leading tool and equipment
hire business, Brandon Hire. Featured in the 2011 crop are
GEMS International, a world leader in subsea technical analysis
and surveying and Laidlaw Interiors Group, formed from the
double acquisition of top architectural ironmongery brand
Laidlaw and SGIM, the interiors manufacturing division of SIG
plc.
Turnaround has evolved
Nick and Paul trace the evolution of turnaround to a time in the
early 1990’s, when, ‘investing in public companies such as
Hanson and British & Commonwealth was seen as a more
interesting way to make value.’ At that time, Rutland was a
public company and turnaround was not well serviced, there
were just a few company doctors. Nick recalls, “As a public
company, we were being judged deal by deal. We bought one
then had to sell it in order to do the next deal.”
“As a private equity fund we would have more flexibility. We
wanted to construct a model for multiple investments but first
had to persuade the public company stakeholders to accept the
principle that we needed to spend twelve months to raise a
fund. We raised the first fund promoting small-cap industrial
turnarounds in the dotcom boom! The plan was that if we
raised £90 million, the public company would match it. In the
end we got over £210 million. We made seventeen trips to the
US alone and it took us two years to go private.”
“Turnaround investing is opportunistic and in my view,
sector-agnostic. Rutland is not after target industries or
trying to ride cycles – that is irrelevant and why some of the
investors who have come in to the turnaround space are not
there for the long term. Turnaround investing is not
necessarily the private equity norm and although we operate
far beyond just the point of distress and recovery, many
investors don’t have the appetite or knowledge to deal with
the situations that we relish.”
“We are not like a bank,” says Paul. “We buy businesses to
get involved as an actively involved investor. Most of private
equity is about transacting and being a fairly institutional
investor. Turnaround is different. We are very visible indeed
in our businesses. We buy businesses that are generally
struggling, unloved and need considerable change –
engagement with the business is critical in such situations.
L to R:
Kajen Mohanadas,
Rahul Satsangi,
Oliver Jones,
Ben Slatter,
David Wardrop,
Tristan Craddock,
Nick Morrill,
David Holt,
Mike Harris,
Paul Cartwright,
David Wingfield,
Michael Langdon,
Nigel Moss
We don’t believe that you can successfully do
turnaround just as an investor. We have to
build value. The potential is there to manage
businesses to a better place and that starts
by being sure that a business...” “...has a
reason to exist,” concludes Nick.
” “...has a reason to exist,” concludes Nick.
Your own numbers, your own vision
“We always worry more about the reasons for
failure and what needs to be done to correct
that failure. Numbers alone, especially
historic, standard IBR-type numbers, only tell
you so much. You need to form your own
numbers and your own vision of the
company. The first six to nine months are
intensive and the time we spend is way in
There have been a number of events over a decade or so that
have affected the macro environment and as a result, the
climate for business. In 1989, the Berlin wall ‘fell’. On
September 11 2001 the world changed in an instant. Lehman
Brothers’ bank collapse in September 2008 exposed everybody
to the dangers of the over-complex, connected, twenty-four
hour economy. War in Libya impacted the oil markets; the
tsunami in Japan had global repercussions for the automotive
industry and the internet has fundamentally changed not what
we do but how we communicate and distribute information,
goods and services.
The Rutland view is that macro changes can trigger the sort of
issues that turnaround skills are honed to deal with.
“Turnaround has become much more professional in recent
years,” says Paul. “What started out as happenstance has
developed into an alternative way of investing and running
businesses; with professional community specialists alongside.
10
Philip Dougall joins Kelso Place
At the core of it are the key people – investors who provide resources and
develop the strategy with the implementation team. Troubled businesses
these days have much better support mechanisms to rely upon.” Although
2001 – 2007 was relatively benign from a business perspective, Rutland
still did many turnarounds. By anybody’s standards, 2008 – 2010 have
been difficult – investors still require returns - but the legacy and its
opportunities are here for the next few years. “The time for many
companies to challenge their business models and address a different
long-term set of market conditions is long overdue,” says Nick.
Rutland has changed too
“The focus of our first fund was a range of investments between £10 and
£60 million. In 2007, when we raised £322 million, we replaced Rutland
Trust’s original commitment and widened our investor base. The asset
class was still developing and as we developed, we wanted replicable
results, returns and a consistent strategy, which we managed to achieve
and which underpinned the second fund raise. These days, our typical
deal size is £20 - £100 million with equity commitments of £10 - £50
million.
“Marketing was something of an unknown quantity at the outset of Fund I
and we reluctantly took the first steps around building both a brand and a
proposition for intermediaries. It is now a core part of our strategy to
engage intermediaries and has helped us showcase who we are and what
we do in a way that is appropriate for us. Rutland has become more
professional in its approach to marketing and a little less reluctant to
share the limelight. The IFT also gives us an excellent platform for getting
to know turnaround professionals, promoting turnaround as a whole,
dealing with the profession’s key issues and getting across our own
messages.”
Crystal ball
We have been encouraged by some re-shaping that is taking place in the
market,” says Nick. Delivery and speed are crucial and we now see
ourselves get on lists by invitation rather than having to chase them and
that may be down to advisers being determined to achieve an outcome.
It is not surprising that banks have been disinclined to be forced sellers in
an illiquid market and consequently, they own portfolios of assets that at
some stage need to find an exit. In these more challenging market
conditions, we have seen some banks partnering with new owners,
especially where the owners are injecting money, a different view and
sometimes new management.”
Both Nick and Paul agree that, “If you are bored with turnaround private
equity that would be remarkable. We still get huge enjoyment from
looking at businesses, getting in there and working with them to sort it
out. When you do end up turning round a struggling business, saving
livelihoods, giving it a long-term future, there is the most tremendous
sense of achievement.” Nick & Paul have been at Rutland for over twenty
years, the last eleven in its newer incarnation. What gets them up in the
morning?
“We feel like a young organisation, vigorous,
a trailblazer, with the best yet to come. I fervently
believe that. Oh - and we have no plans to buy a
football club!”
11
Baronsmead
grows and
develops its
practice
Meet the most recent joiners:
Carol Thwaites is an acknowledged expert
in organisational development bringing
twenty-first century working practices to
companies of all sizes within a variety of
sectors including financial services, utilities,
and the public sector. She has worked with
businesses to develop and deliver change
solutions for a variety of client specific
scenarios that have included: business
transformation, merger and acquisition,
organisational restructuring. She serves as
an effective change agent, coach or
facilitator within the client organisation and
focuses on delivering human capital
strategies that improve our clients' overall
business and financial performance.
Guus Thomas-Verweij is a General
Manager, with particular extensive and
international experience in hotels,
hospitality, leisure and public sector adult
social care. He has also held senior posts in
automotive, telecoms, retail and logistics.
Educated in Holland with management
training from Hilton International, he has
proven to be an effective leader and team
builder in fast moving and performance
orientated customer facing, multi-site
environments. As an SME entrepreneur
himself, he has successfully acquired and
disposed of businesses. He has been
appointed by financiers, liquidators,
entrepreneurs and PLC Boards of Directors,
to perform roles in their respective
businesses and has been employed in
senior positions in large corporates and in
the public sector. Guus is currently working
in a hotel group in Africa.
After a period with Baronsmead, Philip
Walker is returning to working
independently.
“I am very excited to announce that I
have joined Kelso Place Asset
Management, a leading PE investor
focused on turnarounds and special
situations in the UK mid-market,” said
IFT member Phil Dougall. “With a
great team led by Sion Kearsey, Philip
Weston and Charles Bodie, we are
currently investing our fourth fund, the
£100 million Special Situations Fund.”
Sion Kearsey, Managing Partner of Kelso
Place, said, “Phil has a wealth of experience and knowledge
of the turnaround landscape, which will be vital for us as we
prepare for a period of increased deal flow. In particular, the
experience he garnered from his time at Sun European
Partners showcases his skills, which we are confident will be
much in demand in the coming months. I am delighted that
he has chosen to come and work with us and we look
forward to working together to take Kelso Place to the next
stage of our development.”
Phil said, “Kelso Place has an exceptional investment team,
an impressive track record, £100 million of committed
capital and a very clear, UK-focused, special situations
strategy. We are ideally positioned to provide turnaround
investment solutions for UK SMEs and are confident that we
are well placed to take advantage of an increasingly active
market.”
• Have sound underlying fundamentals
• Are capable of organic growth and cash
generation.
Situations could include financial and
operational turnarounds, restructurings,
insolvencies and acquisitions of non-core
subsidiaries.
Kelso Place Asset Management was founded
in 2000 and is currently investing a £100
million Special Situations Fund. The firm has
raised four funds to date and has made a total
of twelve investments. Current Kelso Place investments
include MDNX, an independent provider of managed
networks and hosting services; RED, a portfolio of services
and products operating across the driving instruction
industry; M86 Security, a global provider of E-mail and
Internet security products; and Anya Hindmarch, a luxury
designer brand.
Kelso Place has also achieved a number of exits. Examples
include financial recruitment firm Nigel Lynn Associates,
which was sold to Premier Recruitment Group in 2005,
Sepura, a leading global supplier of TETRA radio terminals,
which was sold via an IPO on the London Stock Exchange
in 2007 and i2S Group, a building technology business,
which sold its controls division to Carrier Corporation, a
unit of United Technologies Corporation, in late 2009.
Prior to joining Kelso Place, Philip was Managing Partner of
Hudson Capital Partners LLP, a consulting firm focused on
providing credit solutions for UK mid-market/SME businesses.
From 2003 to 2009, Philip was the CEO and Managing
Director of Sun European Partners LLP, which invests in
underperforming and distressed European businesses. As the
founding Managing Director of Sun's European business,
Philip was instrumental in developing Sun's franchise in
Europe into one of the leading players in the turnaround
market.
Philip spent twelve years, from 1991 to 2003, with Lehman
Brothers, ultimately as Managing Director and Co-head of the
firm's European telecommunications practice. Philip served
with Chemical Bank from 1986 to 1989 in Europe and the
United States. He received his Bachelor of Science degree in
Economics, with First Class Honours, from the London School
of Economics and Political Science and his Masters of
Business Administration from the Stern School of Business,
New York University.
Philip and his colleagues are looking to invest between £1
million and £20 million in businesses which typically:
• Are based in the UK
• Are in any sector
• Generate run-rate revenues of at least £10 million
• Are not performing to their full potential
Myth
Failure properly to
record minutes of the
proceedings of a
company is a mild and
unimportant matter.
Reality
There are now many legislative mantraps for the
unwary, and a risk of personal fines for directors of up
to £100 per day for every day of default if the courts
wanted to make a serious point ‘pour encourager les
autres’. And the very sort of target for such judicial
swiping could well be a person who was selling his or
her expertise to a company in trouble for a substantial
daily fee and yet neglecting to address the basics of the
way it recorded its proceedings.
12
Youthful Enterprise: NEET answers
The bottom line makes uncomfortable
reading: figures released this October
by the Office for National Statistics
show that unemployment among 16to 24-year olds in the UK has hit a
record high, with 991,000 young
people unable to find work. Women
and young people are being hit the
hardest by the shortage of jobs.
Between June and August there were
around 205,000 young people aged 16
to 17 out of work and around 785,000
18- to 24-year-olds. The youth
unemployment rate stood at 21.3 per
cent compared with 8.1 per cent for
the population as a whole. In the
previous quarter 973,000 young
people were unemployed.
Faced with tuition fees of up to £9,000
per annum and living costs on top,
demand from students for university
places has fallen by 46,000 to
2.2 million. With higher education no
longer a viable option, there is a
burgeoning pool of young people not
in education, employment or training,
the so-called ‘NEETs’.
The government has argued that
around 270,000 of those classified as
unemployed are actually looking for
work. However, many are job hunting
for the first time and lack the relevant
qualifications, skills and experience to
break into the world of work. They are
also competing in a market where
demand for jobs in some sectors and
geographic regions far outweighs
supply.
This feature looks at three enterprises
in which IFT members and corporate
partners are deeply engaged and
shines an optimistic light on what can
be achieved – against the odds.
13
Gary Stott is an Owner and Deputy Chair of Create. He gained an
MA in homelessness from Durham University and then became CEO
at St. George’s Crypt in Leeds, which has provided continuous
support to homeless people in Leeds since the 1930’s.
CREATE Your Future
Trip Advisor gives it an excellent rating. The restaurant provides gorgeous food with
superb service. It is designed with panache, in a setting that is stylish without
being dull. The place is vibrant and bursting with confidence. So what’s different
from other places beloved of foodies? Could it perhaps be an Endless turnaround?
Colin Hobson is 56 and found himself homeless after the death of both his parents
with whom he had lived all his life. “I know now that this can happen to anyone and
it has changed my opinion completely on homeless people. I am definitely not
judgmental any more as they all have their own tragic stories to tell. They have lived
a lot more normal lives than you think. This can literally happen to anyone, all it
takes is one small change in your life and there you go.”
The big difference is that Create is a social enterprise, backed by a charitable
Foundation set up by Create’s founders, Gary Stott and Sarah Dunwell. Colin joined
Create’s very first training academy this summer and working alongside head chef
James Farrow in Doncaster’s brand new catering kitchen, where a transformation
took place. Colin successfully completed his twelve weeks at Create Academy and
went from being a, ‘very shy person who sat on the side lines with little eye contact,’
to actively participating in all areas. He’s now focused on finding a permanent
position with the support of Create’s employment mentor Georgina Cliff.
Annika was born in a remote part of rural Estonia with an Estonian mum and a
Russian father and one brother who is older than her. She spoke both languages
from childhood. Working as an au pair, she learned German, then English, followed
by French. After a broken marriage in England, she was left with a 3 year old son
and no job. She is not entitled to benefits and housing has been a huge problem.
She says, “Before the Academy, my only work experience was childcare so now I can
have some retail and catering experience. This improves my chances for getting jobs
now.”
For more than profit
Create is a social enterprise whose mission is to provide a
place where people can rebuild life, skills and hope. Most
recently, they received one of Prime Minister David
Cameron’s ‘Big Society’ accolade and are featured on the
10 Downing Street website. This brings the multiple awardwinning operation a total of some 16 awards.
Create describes itself as a ‘for more than profit’ company,
which means that, “every penny we make gets ploughed back
into training, work experience and jobs for people who need
them most.” The official description is a Community Interest
Company (CIC), defined as: ‘… limited companies, with special
additional features, created for the use of people who want to
conduct a business or other activity for community benefit, and
not purely for private advantage.’
“We had a chain of sandwich shops, a bake house and a wedding
business. Four years ago, we sold them all. I had to make my
parents redundant but I knew that, good, hardworking and
successful as they are, mum and dad were not cut out to work with
homeless people. Mum thought I’d gone mad. Gary is sparky and
revved up, we were both convinced that getting people access to
training with the prospect of real work would transform their lives.
“So Gary resigned from St. George’s Crypt and I gave a personal
guarantee on my home...The problem with most charities for
homeless people is that they know how to nurture and support but
not how to give people ‘tough love’. Homelessness is intertwined
with mental and domestic violence, drugs, alcohol and other
dependencies: once those are removed, it leaves a hole, a sense of
hopelessness and the cycle starts again.
“We were determined to get jobs for most people, not just a few...”
Through Create’s employment Academy, people move into work
in its food businesses, which are premium catering companies
and a city centre restaurant in Leeds. Create gives people a
framework in the real world of work by offering a 12-week
personalised work programme in a safe, supportive
environment. Trainees benefit from quality training, hands-on
work experience and the chance to gain nationally recognised
qualifications. Perhaps most importantly, “they find a place
where they belong and a group of people who will support and
believe in them.” Each year, Create aims to train 80-100
people in each of our locations and get them into employment
through our food businesses and partner organisations.
“My mum thought I’d gone mad”
Sarah Dunwell is CEO of the Create Foundation and has years’
experience in the corporate and small business sector. After a
number of senior roles in customer service and retail
management, Sarah led her own successful catering business.
Creating CREATE
The Create story began in 2007 when Sarah started the Create
outside catering company in the kitchen of a night shelter with two
paid staff and a volunteer. In just a couple of weeks, Create received
its first commercial order – lunch for 35 people to an office in
Leeds. Shortly afterwards, Create moved to a 8,500 square foot
warehouse in Leeds, opened a production kitchen and took on four
more trainees.
Just a year later, two Create cafes opened in Leeds city centre –
eventually becoming four cafes in Leeds and Bradford and in
September 2009, Found by Create, a stylish women’s fashion
boutique with pre-loved and vintage clothes, featuring local
designers, a dress agency and high fashion, opened in Leeds and
went on to win a coveted Purple Award, the ‘Oscars of the shopping
centre world’.
14
June 2010 saw the Create Academy
start a one-year pilot programme in
central Leeds with 18 trainees. Then
came a huge step change: in November, Morrisons opened a
new store in Harehills, Leeds, with the first employees
recruited from the Create Academy. This was the first step in
a national partnership that will see 1,000 formerly homeless
or marginalised people recruited for Morrisons through
Create. Morrisons Group Finance Director, IFT Fellow
Richard Pennycook, is involved in building the partnership.
“The Morrisons partnership is a crucial building block in
attracting employers who will offer entry-level jobs in
sufficient number to our Academy graduates.”
Talent pipeline
“Our recruitment pipeline comes from all sorts of agencies in
Leeds – around 30 – who refer potential candidates to us.
The key thing we look for is that they want to change.
We try to give them the reason and the means to do it.
“As a result, we have reduced our attrition rates and
recruitment costs and 87% of the people who step through
the Academy door are still with the programme in 6 months’
time. We don’t find the majority of them work with us, but
we do our utmost to help them find and secure a job.
“We make that social commitment to local authority
partners and that helps fulfil our mission.
“When people work with us, we don’t make employees wear
different uniforms. They stop being homeless, or victims and
they become part of the team.”
Sustaining momentum
Create’s expansion has been rapid. How can the founders be
sure that the enterprise is well grounded? The answer is –
Endless support and the philanthropic dimension to IFT
corporate partner Endless LLP, where IFT members include
Garry Wilson and Chris Clegg. Endless has been actively
involved throughout 2011. Chris Clegg uses all the skills
from the day job as a leading UK turnaround investor to
support the enterprise by ensuring that its plans and
operations are realistic, deliverable by the team and
affordable. This he manages, Sarah assures us, without
overly restraining her irrepressible optimism and dynamism.
Around 30 miles from Leeds, in manufacturing and
technology hub Sheffield, IFT member Kevin Parkin
(never far away from a headline!) is a driving force in
the Work Wise initiative – which bypasses ‘NEET
syndrome’
“Chris created a very trusting environment in which I can
ask anything without fear of ridicule. He and Endless are
totally supportive and Chris acts as my sounding board and
business mentor – as well as Endless having provided us
with some funding.
“Our marketing is very social media directed – Tweets on
specials of the day, events and so on. We also use leaflets
and plenty of legwork. We are trying to make it a place to be
and to be seen. Chris is always recommending us to clients
and partners and often holds business lunches here,” she
says.
Tasty prospects
With the support of private investment, the Create model
has begun to be replicated in other cities starting with
Doncaster, Sunderland, Liverpool and Manchester. It is not
difficult to imagine the potential of the model and the brand
being applied in different cities and countries.
Create’s expertise and passion has appealed not only to
clients, but to investors and leading figures in the restaurant
and catering world, notably Executive Chef Richard Allen,
who joined this July after more than a decade at Harvey
Nichols, Leeds. Richard says, “We believe that our
restaurant is unique in Leeds, not just because of the great
British food and fantastic service, but because at Create, we
believe in doing business for the best reasons.”
Create is chaired by Norman Pickavance, who has over 15
years’ board-level experience, working with organisations
delivering change, growth and development in the US, Far
East and Europe. Norman is Group HR Director of Wm
Morrisons Supermarkets PLC, a FTSE 30 business with over
135,000 people.
And the Create team is very excited to have their first
product – Fair Trade flapjack – on sale in Morrisons, as part
of the supermarket’s ethical produce range.
Make a point of dropping in for coffee (and home made
flapjack) or a bite to eat when next you have a meeting in
Leeds. You won’t be disappointed. Oh – and remember to
post a review on TripAdvisor!
“There have been problems. When we started, because we
are a social business, we aimed for the bottom of the market
and our customers were people who just wanted cheap tea.
It was depressing,” says Sarah, who is now focused on the
corporate and professional market in Leeds. In August,
Create’s first restaurant opened in Leeds city centre.
Create restaurant
31 King Street, Leeds, LS1 2HL
Phone: 0113 242 0628
http://www.foodbycreate.co.uk/restaurant
Email: [email protected]
Chris says, “The Leeds restaurant has just been open a few
weeks and at the moment, there is little headroom in the
business for accidents.”
Opening times
September onwards: 11.30am–6pm Monday; 11.30am –
10pm Tuesday–Saturday
15
Work Wise
Employer-led employment
“The difference about Work Wise is that this is employer
led, not force-fed by the government. Employers thought
up the initiative, employers run it and employers make the
appointments at the end of it,” says Kevin.
“We challenge the assumption that people should
automatically go from school to university and our industryled programme prepares young people for the realities of the
working world. It offers them three years of support and
industrial experience in a real manufacturing environment
while they are trained as an apprentice. However, it’s not
just about apprenticeships, the scheme wants to train young
people how to adapt to all aspects of working in industry
from the fork-lift truck driver to the secretary.
Sheffield companies Firth Rixon, DavyMarkham and William
Beckett Plastics and pupils from Handsworth Grange and
King Ecgbert schools and Sheffield Springs academy were
involved in the pilot programme. In phase two, we aim to
work with 300 students from across the region. The first
phase has definitely raised the aspirations of pupils about
engineering.”
Work Wise commitment
The companies commit to offer a range of planned and
structured activities for young people including work
experience, industry visits, competitions and challenges
about engineering. To facilitate the scheme, a work-wise tool
kit, training and support for company staff has also been
developed so that the experiences can be relevant,
interesting and enjoyable, as well as a work book in which
companies will track and assess student learning and
development in becoming work ready.
Doing the right
thing is not
always at odds
with profit
The power of food to do more than just provide pleasure is
the vision that chef founder Simon Boyle is realising at
Brigade, the newly opened venue in Tooley Street, London.
The fire at Cottons Wharf on Tooley Street, on 22 June
1861, was seen as the greatest fire since The Great Fire of
London. Smoke was discovered at a warehouse storing
hemp and jute, and within 30 minutes, the fire was raging,
and spread quickly to surrounding buildings. This was
mainly due to the fire resistant doors being left open in the
haste of workmen leaving. When the Fire Brigade arrived,
there was a roar of fire and a wall collapsed onto James
Braidwood killing him instantly. It took two weeks to put the
fire out and cost an estimated £2 million due to the contents
of the warehouses.
Today, the refurbished period building is home to Brigade, a
bar and bistro and private dining. But it isn’t an ordinary
catering outlet. Alongside is a cook school that, together
with the Beyond Food Foundation, offers vulnerable people
catering apprenticeships, giving them the tools for a brighter
future.
Dr. Graham Honeyman, the MD of Sheffield Forgemasters
has signed up his company to the scheme, which has the
backing of Sheffield City Council and Creative Sheffield.
Why participate?
• Pipeline of potential local employees and apprentices
• Establishes a pool of inspired and pre-qualified young
individuals and aspiring young talent with the essential
skills and understanding employers want
• Offers a ‘try before you buy’ opportunity for local
businesses – avoids recruitment error
• Suitably trained, larger pool of identified young talent to
cover future skills shortages
• Home grown model can be applied elsewhere and
encourages employee loyalty and motivation
• Recommended by IFT members including Kevin,
Ian Parker, Bill Speirs
The PwC Brigade
PwC, the professional services firm and an IFT corporate
partner, has pioneered a three-way partnership between the
private, public and third sectors to help disadvantaged
individuals develop skills and find work. The project will
support the development of the social enterprise sector.
Central to the project’s success was the fire station, which
has been extensively restored and refurbished as part of
PwC’s new office development at More London.
16
Your IFT Guide to
Continuing Professional Development
Your IFT® Guide to Continuing Professional Development
PwC managing partner Richard Collier-Keywood added:
"I am convinced that this new model of social
entrepreneurship, embracing the public sector and large
business, will lead to sustainable social change."
The social enterprise bistro, wine bar and private dining
event business, is managed by De Vere Venues, and
supported by the Beyond Food Foundation’s Freshlife
Training and Apprenticeship scheme. Opened this autumn,
the kitchens and training are overseen by Simon Boyle.
Care Principles shares
ideas on providing
quality services - and
wins major award
Funding
The redevelopment of the Fire Station was funded by PwC,
the Beyond Food Foundation (through a grant from the
Homes and Communities Agency’s Places of Change
Programme) and De Vere Venues, with support from Big
Issue Invest. PwC will actively support the social enterprise
business centre through volunteer time and financial support
including reinvesting the profits from ‘Brigade’ back into the
local community.
This short guide gives you a framework for choosing and planning your CPD. You can log CPD on the IFT website,
which we are constantly working to improve. If you have further questions or feedback, we would be delighted to hear from you.
Please contact one of IFT’s membership executives in the first instance.
CPD is relevant to turnaround if it relates to the established IFT defined skills and competencies of turnaround.
What is structured CPD?
“Structured CPD is a formal course or presentation in an interactive environment”
• IFT CPD Workshops
• Preparing IFT workshops content
• IFT Member Meetings
• Speaking at IFT Member meetings
• Using IFT Professional Information Notes in a demonstrable way
• Supporting with development of IFT Information Notes
• Attending IFT Conferences
• Preparing case studies for IFT use
• Researching professional and technical articles for IFT and Swift
• Accreditation Interviews
• Developing new material for IFT committee
External
•
•
•
What is unstructured CPD?
•
•
•
•
“We want to create a centre for social enterprise innovation,
combining private, public and third sector expertise, and a
flagship for business and social enterprise partnering. The
parties we’ve brought together bring that to life.
Simon Boyle said: “It is our vision through world class
business, training and support that we will change many
vulnerable people’s lives for the better. We also hope to
demonstrate the value of partnerships and very much hope
that the Fire Station becomes a beacon for other
partnerships to create social change.”
One of Steve Jobs’s oft-quoted sayings, applicable to all
organisations, is, “Your work is going to fill a large part of
your life, and the only way to be truly satisfied is to do what
you believe is great work. And the only way to do great work
is to love what you do. If you haven’t found it yet, keep
looking, and don’t settle. As with all matters of the heart,
you’ll know when you find it.”
CREATE, the Work-Wise programme and Brigade are all
powerful exemplars that prove his point.
Brigade , The Fire Station,
139 Tooley Street , London , SE1 2HZ
Telephone: 0844 346 1225
Email: [email protected]
Reading articles in IFT Swift
Reading IFT Professional Information Notes
Reading Turnaround related documents, news and articles
Relevant Committee work
External
•
“Like any business, social enterprises need to build the
capacity to operate at scale if they are to be able to compete
for the opportunities that are now on the table. Ours is an
ambitious approach and it only works because all three of
the public, private and third sectors have come together. Noone would have achieved this alone,” said Richard Collier
Keywood.
Attending Turnaround related short courses and seminars
Attending Lectures and Conferences related to Turnaround education
Industry briefings
Care Principles, now part of The Huntercombe Group and
other leading independent healthcare providers have been
sharing ideas on how best to provide top-quality services
for patients.
Simon Harrison, Commercial Director of Care Principles was
one of the invited delegates to the Independent Healthcare
Apex annual meeting for providers managing independent
mental health and learning disability services. The event in
West Sussex on September 28 and 29 enabled senior
executives to mix in informal workshop settings to discuss
how to deliver effective and quality services. Care Principles
was later presented with an independent healthcare apex
award for Major Learning Disabilities Healthcare Provider of
the Year.
Contact the IFT Executive team to check what will qualify
Evidencing your CPD
Evidence of CPD would include a certificate of attendance or a combination of booking invoice, course materials and notes taken.
IFT Calendar of events – CPD opportunities
2011 Tuesday 8th November
Thursday 24th November
London Members’ Meeting – offices of Ernst & Young – 1hr CPD
Midlands & West Regional Meeting – venue tbc, Birmingham – 1hr CPD
Thursday 24th November
North Region meeting – Dickinson Dees, Newcastle – 1hr CPD
Tuesday 13th December
London Members’ Meeting – offices of DLA Piper – 1hr CPD
Thursday 15th December
CPD Workshop Rescheduling Debt Finance – Gary Davison, Ernst & Young – Ernst & Young, London –
commencing 18.00hrs – 2hrs CPD
2012 Wednesday 11th January
CPD Workshop Working Capital Management – Kim Stubbs, PwC Director – at the IFT Offices London –
commencing 17.30hrs – 2hrs CPD
Thursday 19th January
Midlands & West Regional Meeting – venue tbc, Bristol – 1hr CPD
Thursday 25th January
North Regional Meeting – BTG, Manchester – 1hr CPD
Judges were impressed by the “truly patient-centred
approach” of Care Principles. “In these words Care
Principles sums up their philosophy for healthcare
provision,” said the judges. They added: “Care Principles
actively embraces the Valuing People Now vision to ensure
that the organisations services are underpinned by these
principles at the highest level.”
Wednesday 8th February
CPD Workshop Working Capital Management – Graham Vincent, PwC Senior Manager – venue tbc,
Leeds – commencing 17.30hrs – 2hrs CPD
Wednesday 22nd February
CPD Workshop Management Team/Key Employees – Pelham Allen, Ernst & Young – at the IFT Offices
London – commencing 17.30hrs – 2hrs CPD
Wednesday 14th March
CPD Workshop Analysis of Causes of Financial Distress – Shaun O’Callaghan, FTI Consulting – at the
IFT Offices London – commencing 17.30hrs – 2hrs CPD
Wednesday 21st March
CPD Workshop Management Team/Key Employees – Pelham Allen, Ernst & Young – venue tbc,
Manchester – commencing 17.30hrs – 2hrs CPD
Simon Harrison said, “It is a fitting tribute to the Care
Principles team who strive to provide the highest quality of
patient centred care”.
Thursday 29th March
Midlands & West Regional Meeting, venue tbc – 1hr CPD
April 2012
CPD Workshop Analysis of Causes of Finance Distress – Birmingham – 2hrs CPD
Wednsday 23rd May 2012
CPD Workshop Employment Legislation in a Turnaround – London – 2hrs CPD
Wednesday 4th July 2012
CPD Workshop Employment Legislation in a Turnaround – Regional – 2hrs CPD
IFT member Sean Sullivan of Aaronite led the turnaround
strategy and implementation that underpin Care
Principles’s sustained return to viability and strong
performance.
The full list of our workshops and dates are available on the back page of each Swift, further updates on workshops and to book a place can be done via the
IFT website: http://www.instituteforturnaround.com/events?region=All&type=30
An IFT Professional Development Committee Production; with special thanks to Mark Colley
17
18
WARRIOR KING
The independent Republic of Ghana in West Africa is an English-speaking country that has a fast-growing
economy endowed with natural resources, notably gold, cocoa, oil, timber, electricity, diamond, bauxite and
manganese. About 36% of GDP comes from agriculture, which employs around 56% of the working
population - 11 million from a total of 24 million. Ghana was adopted as the legal name for the Gold Coast
combined with British Togoland when it became autonomous in 1957. The word Ghana means "Warrior King".
PwC Partner Zubin Randeria shares his experiences in West Africa
Despite being what may be termed, ‘a middle income
economy’, one Ghanaian area relatively untouched by the
beneficial effects of investment, is healthcare. There are
reported to be just 15 doctors and 93 nurses per 100,000
of the population. When it comes to mental health, the
outlook is dire. The country’s three psychiatric hospitals are
all in the south of the country and therefore struggle to meet
the needs of those in the north, they are often overcrowded
and, as in most developing countries in Africa, Ghana suffers
from a lack of doctors and staff specialised in mental illness.
There is the saying that “there are more Ghanaian
psychiatric nurses in the state of Manhattan than there are
in the whole of Ghana.”
Particularly in the city slums and in rural areas, the mentally
ill are stigmatised and often excluded from society. This can
cause a cycle of despair, where, denied an education or an
income, they become a burden on society, and are further
marginalised from their communities. Healthcare to the
mentally ill is predominantly delivered by traditional healers
or ‘witch doctors’. It was into this unpromising arena that
Zubin Randeria of PwC introduced himself to carry out a
project with a small British Non Governmental Organisation
which does not just arrange immediate and direct
assistance; it also tries to alleviate social ostracisation of the
mentally ill through education and advocacy.
Professionally, Zubin is better known as one of PwC’s
restructuring team and indeed, was made partner
impressively early, having spent time on secondment with
Barclays Bank, NatWest and RBS. These days, Zubin leads
PwC’s Chief Restructuring Officer practice alongside Richard
Boys-Stones and IFT member Alan Lovell.
Zubin has historically advised banks, bondholders and
financial investors with loans and investments in underperforming businesses. Experienced in developing
restructuring strategies to preserve and maximise value for
lenders and investors, he played a notablerole as a young
partner in the MyTravel restructuring. Zubin has significant
expertise working globally, most recently with businesses
across Europe, and has also advised a number of FTSE 100
boards of pension trustees.
Learning to listen
“I had no experience of mental health issues” he says.
“However the challenge of working in a country dealing with
significant poverty (particularly in the rural north of the
country), in a field that was totally new to me, and making a
sustainable difference to the mental healthcare system was an
opportunity too good to refuse.”
“It was just four months but it radically changed my approach to my
clients. Let me explain. My role was to help an inspirational but small
NGO leverage what they did to make a real difference across the entire
country but with limited resources. The contrast from working as a
successful restructuring partner in a large organisation was a real
culture shock; within a day of arriving I found myself in a lunatic
asylum, which was once a prison, surrounded by very disturbed and ill
people, where the only thing I shared with them was a thin thread of a
common humanity. The situation out in the rural villages was little
better. I shall never forget the sight of a young epileptic man who has
been ‘treated’ by a traditional healer to stop him wandering – he had
his leg pinned through a heavy log and had been left for weeks in a
dark room, in virtual solitary confinement.
“One of the profound things I learned was that sometimes people just
want you to listen to them; it has stayed with me indelibly. I focused
on helping the NGO develop a plan for the next two years, deal with a
succession issue around its leadership and also spent much of my
time coaching the NGO team to help them make a maximum impact.
A fundamental principle of my work was to ensure that I made a
sustainable difference after I had left, and this was helped by securing
funding for the programme from the Dutch and British governments.”
Long term benefit
“I am still in touch with the team, what they do on a daily basis is
magnificent. Working with them and putting myself in a very
uncomfortable environment has brought me many personal long term
benefits as well. There isn’t a day that goes by when I don’t think
about Ghana,” says Zubin Randeria today. “The deep emotional
experiences shaped my personal development, and my attitude to my
work has also changed.” In Ghana, the restructuring partner learned
to allow personal contact in his job too, even to bring it about. In the
past, he believed that PwC clients wanted rapid, pragmatic solutions
for their money wherever possible. “Today, I understand that my
clients need more from me than that. Even when they do not explicitly
say it, they may in fact want someone who listens to them attentively,
without prejudice, who is on their side and helps them over the long
term – rather than providing a technical answer to the business
problem of the moment.” Trust is created through proximity and the
willingness to develop a genuinely honest relationship, says Zubin. “I
am convinced that you can find optimal and sustainable solutions
together on this basis – solutions that none of those involved would
have found on their own.”
“2008 and 2009 was the busiest time of my career, where I advised
on a string of restructurings and refinancing, such as the debt-toequity conversion of Public Safety Equipment, the refinancings of
DeBeers and Pendragon, and the restructurings Vasanta and
TeleColumbus. In early 2010, I was looking for a fresh challenge and,
with Richard Boys-Stones, we launched PwC’s CRO business.”
The Chief Restructuring Officer is an experienced restructuring
professional who is usually appointed to the board of an
underperforming company during a period of crisis. The concept of a
CRO first emerged in the US in the mid-1990s, where equity sponsors
19
typically appointed CROs to protect investments when times
were tough. However, according to PwC, the appointment of
a CRO is now increasingly common in Europe due in part to
the influence of lender groups articulating more clearly to
their distressed borrowers the value of experienced
turnaround management.
“It is clear that the term ‘CRO’ is used pretty loosely” says
Zubin. “We see three fundamental pillars of our offering.
The ‘financial restructuring CRO’ to deal with multiple
financial stakeholder restructuring, the ‘operational
restructuring CRO' to create value by improving the fabric of
the business (such as working capital and cost reduction)
and the ‘chairman CRO’ as someone to support the Board
through troubled times, but where the Board or management
team may actually be competent in the good times.
We won a breakthrough project in 2010 after restructuring
of £600 million debt-for-equity conversion of a business in
Spain, and for the last year I have been part of the
management team of a bank in trouble. With the Eurozone
crisis creating pressure throughout the banking system, I am
sure we will see further choppy waters ahead.”
Highlights of Zubin's recent experience include:
• Chief Restructuring Officer working with the management
team on the stabilisation and turnaround of a UK bank with
a £14bn loan book.
• Assisting a banking syndicate in refinancing debt facilities
for a London Stock Exchange quoted plc that had issued a
series of profit warnings. Over 60 financial institutions
involved.
• Advising the banking syndicate on the medium term
viability of a worldwide oil group with $2.5bn of borrowings,
facing an imminent $900m refinancing requirement and in
the subsequent financial reconstruction including a debt to
equity exchange.
• Investigated a London Stock Exchange quoted plc facing
imminent collapse on behalf of a banking syndicate
providing standby credit lines to a $600m asset
securitisation.
• Advising a US private placement noteholder lending
$100m to an under-performing commodity chemicals
business with operations around Europe.
• Reviewed a UK cable TV operator with $4bn debt on
behalf of its banking syndicate to provide the basis for a
financial reconstruction.
• Counselling the banking syndicate on the turnaround of
an under-performing management buy-out in the branded
sporting goods sector.
• Advised banks and bondholders lending $6bn to a
troubled telecoms equipment vendor.
Read about Zubin’s work in Ghana here:
http://ulysses-ghana.blogspot.com/
20
IFT Fellow boosts
corporate recovery
and restructuring at
Speechly Bircham
DON’T LET INADEQUATE BOARD
MEETING MINUTES TRIP YOU UP
John Pennie from Dickinson Dees apologised when he sent
your editor this article, claiming that he had rarely written
anything as turgid. However, given the recent changes in
the law, it may well be worth keeping a copy to hand ready
for day one of your next appointment.
1. WHAT THE COMPANIES ACT 2006 SAYS
1.1 Minutes of directors’ meetings – S. 248
S. 248(1) requires minutes of all proceedings at meetings of
its directors to be recorded.
These records must be kept for at least 10 years from the
date of the meeting (s. 248(2)). This applies to meetings
held on or after 1 October 2007.
If this is not done an offence is committed by every officer of
the company who is in default (s. 248(3)), and becomes
liable under s. 248(4) on summary conviction to a fine not
exceeding £1000. If there is continued contravention they
become liable for a daily fine not exceeding £100.
Therefore, the officers of any company which does not keep
records of board meetings for 10 years are committing an
offence and liable for a fine of £1000 or £100 per day. No
definition of proceedings is given, which could give rise to
potential problems
1.2 Minutes as evidence – S. 249
Minutes which are authenticated by the chairman of the
meeting or by the chairman of the next directors’ meeting
are evidence of the proceedings at the meeting (s. 249(1)).
Where minutes of a meeting of directors are made in
accordance with s. 248, then until the contrary is proved (S.
249(2)):
the meeting is deemed duly held and convened;
all proceedings at the meeting are deemed to have duly
taken place; and
all appointments at the meeting are deemed valid.
If a decision taken at a board meeting is disputed, it is
crucial that minutes have been taken, authenticated and
recorded to provide evidence of what happened at the
meeting. A draft copy of the minutes should generally be
sent to the directors for comments, which can then by
discussed at the meeting. If there are no changes the
minutes can be formally approved at the meeting for the
chairman to sign. If any changes are approved at the
meeting this can be reflected in the minutes of the next
meeting.
1.3 Form of records – S. 1135
They may be held in hard copy or electronic form (so long as
they are capable of being reproduced in hard copy form) and
arranged in such a manner as the directors of the company
think fit.
If a company fails to do so, its officers are committing an
offence, and liable for a fine on summary conviction of up to
£1000 or a daily fine of up to £100.
21
2. GUIDANCE IN THE ARTICLES
The Articles prescribe any necessary procedures regarding
minutes for that particular company. Always check them, or
get a competent solicitor to do so for you.
If a company has unamended Table A Articles, Regulation
100 requires minutes of board meetings, which include the
names of the directors attending, to be “made in books kept
for the purpose”. This means that a company using Table A
articles must keep hard copies of minutes.
Article 15 of the Model Articles for private companies
limited by shares requires directors to ensure that the
company keeps a written record of every unanimous or
majority decision taken by the directors, for at least 10 years
from the date of the decision.
3. SIGNIFICANT CHANGES SINCE THE COMPANIES ACT 1985
Companies are now only required to keep minutes of board
meetings for 10 years, while under the 1985 Act they had
to be held indefinitely. Minutes of meetings held before 1
October 2007 should be kept indefinitely.
If records are not kept in accordance with s. 248, then
under the 2006 Act only the officers of the company in
default are liable, and not the company as well as was the
case under the 1985 Act.
4. THINGS TO WATCH OUT FOR
4.1 Participation
Check the Articles to establish if directors have to be
physically present at a meeting. Under Article 10 of the
Model Articles for private companies limited by shares,
directors “participate” if they can “communicate to the
others”, and it is “irrelevant where any director is or how
they communicate with each other”. If they are not in the
same place they can treat the meeting as taking place
wherever any of them is.
4.2 Quorum
If there is no quorum present any resolutions passed will be
invalid, so the minutes must confirm a quorum is present
(assuming it is indeed present!).
Check the Articles for the minimum number of people that
constitute a quorum. This may be fixed by the directors
under Regulation 89 of Table A, but is otherwise two. The
Model Articles, Article 11, allow the quorum to be fixed by
directors from time to time, but it must never be less than
two. If a company with a sole director has Model Articles
which have not been amended to allow a sole director to be
“quorate”, then the only decisions which a sole director can
take are to appoint further directors or call a general meeting
to enable the shareholders to do so. Normally, however, a
company that has been incorporated as a sole director
company will have Articles that provide for a quorum of one,
(see Article 7 of the Model Articles) but all too often this is
not properly checked.
The Act does not deal with conflicts relating to quorum and
voting, so again check the Articles for guidance. In many cases,
having declared an interest the director can vote; but this really
does need to be checked.
4.3 Interests
Declarations of interest may be made at a board meeting, by
notice in writing under s. 184, which is then deemed to form
part of proceedings at the next meeting, or by general notice
under s. 185, which must either be given at a board meeting or
reasonable steps must be taken for it to be read at the next board
meeting after the notice is given.
S. 177 requires directors to declare their interest in a proposed
transaction or arrangement with the company. This must be
included in minutes where the proposed transaction or
arrangement was discussed at the meeting. Breach is not a
criminal offence but, following the corresponding equitable
principle, could render voidable the contract at the instance of
the company, and the director could potentially be made to
account for any profits made.
S. 182 requires directors to declare their interest in any existing
transactions or arrangements. Failure to do is an offence under s.
183 and liable on summary conviction or conviction on
indictment, to a fine.
The minutes should also record whether a director who has an
interest is prevented from voting or forming part of the quorum
(check the Articles to establish this).
S. 186 – if a company is not required to have more than one
director, a sole director does not have to declare an interest under
s.182.
However, in order to comply with s. 231, where there is a
contract with a sole member who is also a director, unless the
contract is in writing, its terms must be set out in a written
memorandum or recorded in the minutes of a board meeting.
4.4 Directors’ duties to creditors when trading in the twilight
zone
S. 172 sets out the directors’ duty to promote the success of the
company, and the matters they should have regard to when doing
so.
However, under s. 172(3) this duty is subject to any enactment
or rule of law requiring directors, in certain circumstances, to
consider or act in the interests of creditors of the company
This duty applies where the creditors’ money is at risk due to
financial difficulties, not just when the company is insolvent.
5. CONCLUSION
The law requires a perhaps surprising level of accurate minute
taking and record keeping. A turnaround expert is never able
plausibly to plead ignorance of some of the boring but important
detail set out above – he or she is seen as charging a professional
level of fees and the buck stops with the turnaround expert when
it comes to compliance with the new provisions in the Companies
Act 2006. If in doubt, seek legal help.
City law firm Speechly Bircham LLP has
appointed of IFT Fellow Keith Bordell as one
of two new partners to its Corporate Recovery
and Restructuring group. Both Keith and
Rupert Connell are recognised as leading
lawyers in the field of corporate recovery and
turnaround and their recruitment strengthens
and complements the firm’s existing practice,
which has recently worked on such high profile
cases as the MFI and Borders administrations,
and the restructuring of Countryside
Properties, Caring Homes and All Saints.
Keith joins from Travers Smith, where he headed
their Corporate Recovery group. Keith specialises in
providing the management, funders and
shareholders of distressed companies with
restructuring and refinancing advice with a view to
preserving and enhancing equity value where it
might otherwise be lost. He also advises on
distressed sales and acquisitions. Keith is currently
the only lawyer to have been appointed a Fellow of
the prestigious Institute for Turnaround (IFT).
Rupert, who joins the firm from Barlow, Lyde &
Gilbert, has over 25 years’ experience and has been
involved with several the high profile cases of
previous downturns. More recently he advised the
officeholders of certain holding companies in the
TXU Europe Group inconnection with their company
voluntary arrangements and subsequent claims, and
he has acted as English counsel to the liquidators of
certain members of the Lehman group of
companies.
The Head of Speechly’s Corporate Recovery and
Restructuring group Christopher Harlowe said “The
recruitment of two such highly regarded partners is
a real coup for us and significantly enhances the
scope of our offering, both with the addition of
Keith’s experience of advising on turnaround
situations and Rupert’s excellent reputation with
many of the larger accountancy practices.”
Keith Bordell said "I am delighted to be joining
Speechlys. I have been impressed by the firm's
strategic, long-term commitment to broadening
and deepening its existing restructuring practice
and in its ability to offer the appropriate,
multidisciplinary expertise needed to deliver
successful outcomes in turnaround situations."
22
Turnaround Traveller in Berlin
SOAPBOX:
Agree or Disagree?
On Recession, Transformation, the National Interest –
and Darwin. A Voice from overseas looks in on the UK
“Turning around UK plc would be a very exciting challenge, “
says David Ball. “Aside from the easy cost cutting, the creation of
new revenue streams was for me ALWAYS at the heart of a real rescue
- without it, the entity eventually often dies anyway after the initial
surgery. It should be emphasised, we need to proselytise that message
because it is core to turnarounds.
“In my opinion, the real recession has not started yet. What we
Cassandras have been predicting for the economy for some years is
now happening, but the politicians, economists and so called experts
still don't ‘get it’. What is it they don't get? Namely that the West has
been living beyond what it earns for many years through borrowing
and now the borrowing has run out. Politicians cannot defy gravity and
we have to have a fall in living standards and a nasty recession
because we do not earn enough to pay for what we consume and we
cannot now borrow as we have been doing for 15 years to continue to
do it. THERE IS NO OTHER WAY OUT!
In 1815, the last time we had this amount of public and private debt,
we got out of it by inventing the Industrial Revolution and creating a
wealth producing Empire; even so it took 30 years to correct the
overspending needed to fight expensive wars; we do not have those
turnaround options this time.
“This is the time to guard against overhead creep, sub contract non
core costs to create flexibility of action and maintain plenty of liquidity
with a sound balance sheet. That the best way to ride out a recession
and survive to pick up competitors who don't.
Cost cutting is the easy bit of the turnaround, but we do also have to
find new means of wealth generation through the exploitation of our IP
base. The UK has a vibrant R&D sector and a great future if we can
exploit it - unfortunately after decades of misdirected focus it will take
us a generation to do it. Until then cost cutting is the only answer and
that means a recession.
These observations are only the same as one would make about a
corporate turnaround and the UK is just a large corporate turnaround.
The state of the Euro Zone only makes it harder for UK plc and
politicians have to get a grip on that even if they cannot defy gravity
elsewhere. The impossibility for disparate economies to live with the
same exchange rate without massive fiscal transfers from the
competitive economies to the uncompetitive ones is now with us.
In all of my turnarounds I had the simple maxim of NEVER investing
more money in a failed or failing institution UNLESS you were prepared
to make major changes in it to stop the failure, it is obvious that if you
do not, the good money will go the same was as the bad.
Enough of macro solution, back to business: Batten down the hatches.
It is an ill wind that blows etc. and this recession should create a lot of
work for Turnarounds. Like diseases, recessions are a Darwinian way
of winnowing out the weaker companies.
Turnaround Traveller in Poland
Turnaround Traveller in Venice
An Economic Energy Gap for
the Strong Man of Europe?
Plenty of Haircuts in Poland,
but no Financial Write Offs
Italy needs more than just
one Cornetto
Flying into a quiet Berlin’s Tegel Airport less than a week after
Germany shocked itself and the world by announcing a shuddering
halt to its previous strong climb out of recession was a first step into
a world of strange uncertainty.
Leaving a storm-threatened UK for a balmy, late summer day in
Warsaw seemed the perfect metaphor for the comparative
strengths of the two economies. Poland continues to be a minor
but extremely creditable financial miracle.
Munich just a month earlier had been utterly different, conversations with leading
professionals and cab drivers alike full of belligerent outrage at seeing Germany’s
good financial housekeeping squandered on bailing out the feckless economies of
Southern Europe. Now the question being asked is not whether should Germany
help, but can it really afford to?
Amid the sea of troubles afflicting the whole of the rest of Europe, Poland
has been an island of growth, maintaining GDP growth every quarter since
the global recession kicked off in 2008. The latest figures for Q2 2011
showed a heady annualised increase of 4.3%. Chancellor Osborne would
kill for anything near that level, indeed for any consistent growth at all.
The name of Venice’s airport prepares visitors nicely for the
impracticalities of getting around one of the world’s most
charismatic cities. Surely Marco Polo must have faced as many
obstacles on the Silk Road as unwary tourists here, from
marauding brigands (for which read touts for the wildly expensive
cafes and restaurants in the Piazza San Marco) and local
warlords exacting a high tariff for safe passage (the €110 water
taxi ride into the City).
In the intervening period much has changed. Not only has the ineffective
squabbling of Europe’s political leaders undermined confidence in a solution to the
Eurozone crisis, but Germany has seen its Gallic companion pillar of strength
appear to stumble as the speculators took aim at France, encouraged by
apparently unjustified rumours of significant problems at a major French bank.
The Polish miracle is built on a number of pillars. Currently the strongest is
buoyant domestic demand and strong consumer spending, both driving good
service sector numbers well illustrated by the opening of 3,500 new
hairdressers and 3,250 new restaurants in the first half of 2011 alone.
Altogether an amazing 151,000 new businesses were registered just in this
busy period alone.
The announcement of growth in Q2 2011 of just 0.1% was well below even the
most cautious forecasts. This limp outcome was the worst since the first quarter
of 2009 back at the height of the post-Lehman global crisis. Imports rose faster
than exports, suggesting that Germany’s manufacturing powerhouse is catching a
cold from the downturn in the US and from a pause in the headlong growth of
China, as well as feeling the commercial aftermath of the Japanese earthquake
and tsunami. Reductions in private consumer spending and construction
investment are the other principal worries.
Retail spending is growing rapidly, up by 10.9% year on year in June and by
8.2% in July, boosted by Poland’s reputation as a prime shopping
destination. 79% of foreigners cited shopping as the prime reason for their
visits in 2010. A further boost is expected ahead of next year’s European
soccer championships being co-hosted by Poland, as fans rush to upgrade
their televisions and update their kids’ replica strips. How UK retailers
battling with austerity and government cuts must wish for the same sort of
consumer environment.
Within days of arriving in Berlin, the mood darkened still further as a survey of
7,000 German businesses revealed the sharpest drop in confidence since
November 2008. It seems that there is a general feeling of shock in the business
community at how fast the German and the wider European pictures are
deteriorating. The potentially bad news is this is already generating a change in
the political mood even in Chancellor Merkle’s own party, and one so strong it is
apparent even to visitors. With regional elections next month and general
elections due in 2013, this is a recipe for caution at a time when firm decision
making is essential.
Good use is also being made of €67bn of developments funds allotted by
the European Union for the years 2007-2013. One cynical local talked of
Poland being Europe’s biggest building site and clearly not all of this is going
well, judging by the third motion of no confidence tabled unsuccessfully
against infrastructure Minister Cezary Grabarczyk in Parliament last week.
Other signs both of Germany’s problems and its faltering confidence were obvious
moving around the capital. Museums and art galleries were unseasonably quiet,
to the point that it was even possible to move about freely in the chaotic Check
Point Charlie Mauermuseum on Friederichstrasse, which must be some of record.
The newly-opened and excellent Pestana Tiergarten hotel was reasonably busy, but
surely not as much as the enticing room rate of €62 per night including breakfast
should have dictated. One inveterate London diner commented on how empty
even traditionally popular Berlin eateries were, though the unexpected plague of
mosquitoes seemed to find sufficient human flesh to gorge on.
So whither the German economy and what might these issues mean for Europe’s
future economic stability and eventual recovery, or indeed the survival of the Euro
project? The best hope is that the sudden slowing in growth will act as a wake-up
call to policy makers and politicians, warning them that even Germany cannot
expect to be immune from the global financial instability.
If they can take the pragmatic and the sensible decisions needed, then maybe
Berlin’s world famous Zoo will see its domestic and international visitor numbers
grow to outnumber the animal population once more. And maybe Europeans will
stop drawing parallels between their leaders and the monkeys on display there.
Another positive is the Polish banking sector. Profits declared by banks
totalled zl.7.7bn (£1.5bn) in H1 2011, some 50% higher than the year
before. At this rate, they may well break the previous record of zl.13.9bn
(£2.75bn) recorded in 2008. A conservative approach to lending has served
them well, indeed recent research revealed three of Poland’s banks as the
fourth, fifth and sixth safest banks in the CEE region. So successful have
many local banks been that their struggling foreign parent companies are
now looking to raise cash by selling out.
Professionals talk of some threats on the horizon, not least a strong
dependence on their faltering German neighbours. A quarter of Poland’s
exports go to Germany. The general slowdown in major developed and
emerging economies around the world is a broader concern. Inflation is
another worry, with wage growth expected to be as much as 6% in the third
quarter.
But all seemed prosperous and confident in busy restaurants like Na Zielnej,
proudly boasting that it is the only restaurant in Warsaw using the most
refined local products recommended by the ironically-named Polish Slow
Food Organization. Chopin Airport was also mobbed as Poles headed away
for late holidays, both long haul and in hotter climes further south in Europe.
Maybe all those new hairdressers are tapping into the new found wealth of
the hordes of plumbers and builders returning from their UK exile to take
advantage of the narrowing gap between imploding British disposable
incomes and growing Polish affluence.
But set aside these irritations and ignore the gargantuan cruise liners towering
many stories higher than all of Venice’s elegant buildings, except the
magnificent churches, and the reward is to be transported into a magical
world, made magnificent by the artistic glories of the Renaissance. Every
vista is a latter day Canaletto backdrop.
Unfortunately, Italian politics are still rooted in the murky machinations of that
bygone era, with Bunga Bunga parties the modern equivalent of a Roman orgy,
or indeed a night out with the Borgias. No amount of super profits skimmed
off unsuspecting tourists is likely to restore faith in the ability of the
dysfunctional coalition government to steer Italy round the mountain of
€380bn of government debt it needs to raise by the end of 2012 or to reduce
Italy’s public debt ratio from the present level of 120% of GDP, second only in
the Eurozone to Greece’s 150%.
Worries abound about the banking sector, despite talk of the counter balancing
effect of Italy’s vast private wealth lodged with it, estimated at €8,600bn.
Reality suggests that this source of comfort may prove more mobile and less
reliable than the savings of poor Chinese who underwrite the rampant bad
lending of the PRC’s banks. Especially, when those more sophisticated
depositors realise the implications of Standard & Poor downgrading seven
Italian banks as well as the state itself.
GDP growth forecasts have been slashed to 0.7% for 2011, slowing to 0.6%
in 2012 before recovering to a still marginal 0.9% in 2013. Venice’s gondolas
move faster than that, despite their ballast of overweight tourists. Who knows
what the latest €54.2bn austerity programme may do to this pathetic
progress, assuming the political will or administrative ability to deliver these
savings.
Italy has deep structural problems beyond the poor growth outlook, with just
over half of its unemployed out of work for over a year. The issues have their
roots in the 1960s, since when there have been poor levels of investment, a
reliance on imported technology and a worrying dependence among mid-sized
corporates on internationally-generated growth. A policy of making the labour
market flexible led to a collapse in productivity and a move to casual rather
than permanent employment, a trend which is gathering pace in the current
crisis.
So maybe the colour of the squid ink in a delectable plate of gnocchi al gusto
di nero di seppia at the charming Trattoria Altanella really was a portent for
the storm clouds gathering over Italy’s economy. Too big to fail? Maybe not,
but the portion was certainly too big to eat.
Nick Pimpernel
Nick Pimpernel
Nick Pimpernel
23
24
NEW MEMBER PROFILES
Dave Amber
Dave Amber is a Managing Director of the Leveraged Finance portfolio assets (debt and equity) of
Landsbanki Islands hf and a member of its London Credit Committee. He is also a Non-Executive
Director on two of the portfolio company Boards following restructures completed in 2009/10 and
has been actively involved in UK, European and US turnarounds since 2002.
He joined Landsbanki in 2008 after building a career over 21 years with the Royal Bank of Scotland
Group (‘RBS’) and has worked in the London Leveraged Finance market since 1996 following spells
in Credit and Relationship Management roles. Dave moved over from Leveraged Finance deal
Origination to the Leveraged Finance Portfolio Management side of RBS Global Banking & Markets in
2000.
His involvement in turnarounds began in earnest in 2002, when asked to manage pro-actively
underperforming mezzanine positions (debt and equity warrants) for RBS across the UK and Europe.
These included negotiation of follow-on investment from financial sponsors/shareholders, debt-forequity swaps, changes of management as well as some “manage-outs”. This turnaround focus
continued through Dave’s remaining time with RBS (to Dec-2007) and into his role at Landsbanki,
where he has continued his work with Boards and focus on stressed/distressed cases in the
Landsbanki-originated Leveraged loan book.
When Landsbanki collapsed in late 2008 (now legally in a winding-up process) Dave was asked to
remain with a small team to drive maximum value recovery for the bank’s creditors, following which
significant restructuring activity and successful recoveries have been achieved. This includes several
debt to equity swaps, and his direct Board appointments, including a Non Executive Director role at
Aurum Holdings Limited (UK’s largest luxury watch retailer and one of the UK’s largest luxury
jewellers) which has consistently beaten its business plan.
Working with restructuring professionals across the market, Dave has delivered change and value
recovery/appreciation across a wide range of sectors, including retail, manufacturing (industrial and
automotive), leisure, oil & gas and service businesses to name a few, typically in companies with an
Enterprise Value up to £250m.
Robin Bryson
Robin is an independent turnaround specialist. Typically his appointments originate from venture
capital or private equity investors or other stakeholders when they consider that portfolio businesses
are at risk of tracking away from expectations or are already under-performing.
Robin’s background was acquired in media with the Virgin group, broadcasting and entertainment
with Carlton Communications, and in technology, online and retail with a number of venture capital
backed businesses. With such in-depth involvement in intellectual property and human capital
focused environments Robin specialises in consumer businesses in the creative industries.
Recent projects have included turnarounds in Web-based distance learning; online retail in panEuropean entertainment; international mobile telecoms services; worldwide upscale wholesale and
retail fashion; online retail in the health & fashion sector; Sports television.
Steven Carter
Steven has been with Lloyds Bank since 2006 initially working within the North of England credit
team for the Large Corporate sector and for the last 3 years has been working within Business
Support managing a portfolio of businesses ranging from SME to FTSE 250 listed entities.
The Institute for Turnaround has recently accredited several new
members, who introduce themselves to Swift in their own words:
Nigel Clark
Nigel Clark is Chief Executive of JWC Associates, operating across the UK, China, and the USA,
with a primary focus on business performance improvement.
Nigel’s most recent assignments have been with Findel plc, where he was Group CRO, working
with the Company and a syndicate of the major UK banks and NAB and AIB, on the turnaround,
restructuring and rehabilitation of this £600m mail order conglomerate. Nigel was also the
Executive Chairman of Denby Pottery, facilitating the turnaround, restructure and sale of the
business for a syndicate of international funders, led by BoS.
Previous assignments include a number of turnaround CEO and MD roles with venture capital
backers in engineering and process businesses. He led one of turnaround fund Endless LLP’s first
investments which involved the creation of a wholly owned subsidiary in China. Based on this
experience, Nigel continues to work with business partners in Shanghai and with Chinese
Government officials to assist UK businesses in realising the business opportunities in China.
Nigel is a qualified NLP coach and uses these skills extensively in his turnaround assignments. He
also provides one to one performance coaching for senior executives, a critical ingredient in
successful business performance improvement.
Christopher Clegg
Christopher is a Managing Director at Endless heading up their Leeds office. He is responsible for
investment activity in Yorkshire and has sat on a number of Boards of portfolio companies driving
strategy and investment return. Prior to this he held positions at Arthur Andersen, Ernst and Young
and RBS.
Endless is a leading UK mid market Turnaround Fund. Since its establishment in December 2005 it
has completed 30 acquisitions and twelve exits. Investors in Endless include pension funds, family
offices, universities and charitable endowments from the USA and across Europe. Endless
investments include the acquisition of the UK's second largest paint business, Crown Paints from
Akzo Nobel, the rescue of the 250 store bargain book retail chain, The Works, from administration
as well as the acquisition in July 2009 of Sheffield based Vasanta Group, a £500 million turnover
office supplies business.
Jon Cowan
Jon Cowan operates as an independent Finance Director taking interim assignments on behalf of PE
houses and Banks, at financially stressed companies requiring a greater level of control over
operations and working capital. Jon has completed turnaround assignments on behalf of several
banks, improving cash management and re-establishing investor confidence to create the basis for
an effective turnaround.
He is currently working at a PE-backed company to carry out an operational and financial
turnaround and restore equity value through a sale process. Prior to this Jon who is a Chartered
Accountant operated as Finance Director at a succession of manufacturing companies trading
internationally. This culminated in an executive role with Halco Group, where he managed the
company from the original investment, through the downturn in world mining markets to a highly
successful turnaround and profitable exit for investors.
Having started work with the restructuring department of a ‘Big 4’ accountancy firm he made the
move to Lloyds from credit insurer Euler Hermes UK plc during which time he reviewed, visited and
reported upon over 300 companies in the regions providing a very wide industry knowledge base.
25
26
Paul Duffy
For more than 25 years Paul Duffy has been involved in turnarounds in both the public and private
sectors while based in North America, Europe and the Middle East. After spending many years in
the corporate world as a board director Paul currently works as an independent on turnarounds and
specialist assignments within a variety of sectors such as telecoms & datacoms, software,
engineering, manufacturing, FMCG, education, financial services and banking industries. In the
public sector assignments have been undertaken for charities, government agencies and central
government.
David Gee
David Gee is a Partner at Advent Partners LLP which was established in 2009 by David and his
business partner Andrew Ramsbottom. David predominately focuses on investment and turnaround
within the manufacturing SME sector. He has a strong finance background and qualified as an
accountant in 2005 before spending 10 years in Divisional and Group positions within the
Telecommunications arm of publically quoted plc, Vislink. Following a number of key turnaround
successes, David was appointed Managing Director of and invested in Ashbury Confectionery, a
£25m FMCG business. David restructured the company in January 2008 and exited in December.
Paul is a Fellow of the Chartered Institute of Management Accountants and holds a MBA from
Cranfield.
Andy Etherington
Andy Etherington is a Chief Executive with a blue chip background. His experience also includes
CEO roles in private healthcare organisations and with a major European retail business, senior
positions with the world’s largest retail provider of funeral services, an office electronics business
and a retail leisure company. His early career spans a UK oil business, a major catalogue/store
retailer and a European electronics company.
Andy delivered a turnaround at the Manchester Care Ltd, a provider of residential/nursing and
domiciliary care to the elderly and for adults with complex physical needs. As interim Chief
Executive, he reversed near insolvency in the business to achieving an EBIT of c 10% in a highly
pressured timescale of just 120 days. Earlier turnaround success was with the UK retailer, Office
World plc, which Andy took from £2.1m losses to £5.1m EBIT and successful sale of the
business via a £32m deal.
M&A transactions, including successful sale of Care Aspirations Ltd, a specialist private healthcare
provider, have featured throughout Andy’s career. He has made strategic acquisitions in adjacent
markets, divested underperforming divisions and areas of business and secured Private Equity
leveraged buy-outs, working with Barclays Ventures, Deloitte, PwC, Challenger Capital Group,
Gresham and Sovereign. A Fellow of the Chartered Institute of Marketing, Andy has a BA Honours
degree (2:1) in International Marketing.
Andrew Foster
Andrew joined Lloyds Bank in 1982 and has enjoyed a varied career dominated by his
involvement with the SME, Mid Corp and Global corporate sectors.
Initially Midlands based his career has encompassed spells in the City, and latterly Yorkshire
where he currently leads the Group’s Leeds based Business Support Unit.
During this time Andrew has been involved in pioneering a number of initiatives with Mid Market
businesses in particular. He co-developed and delivered the Banks B-Business Strategy offering to
a broad range of portfolio clients, acting as a sounding board and offering strategic insight
particularly during periods of significant change.
Immediately before becoming involved with LBG’s turnaround business in early 2009, he led
Lloyds’ leveraged business throughout the North East for eight years delivering debt solutions for
numerous, typically Private Equity backed, Management Buy-Outs or changes in ownership.
He is currently the Area Director, Corporate & Commercial within Business Support which involves
him leading a team of sixteen and assisting around 100 turnaround’s across a broad range of
sectors and sizes.
Andrew was voted Yorkshire’s banker of the year in Endless’s annual turnaround awards in
December 2010.
28
Eric Marshall
Eric Marshall is a CIMA qualified experienced hands-on finance professional and business leader
with over 16 years’ experience. He has worked in PLC’s and Limited companies, family run
businesses and multinational businesses with operations in Canada, USA, Australia, India and
China where he has had to deal with a range of tasks which included acquisitions, raising finance,
business integration, business recovery, extensive restructuring and organisational change
management.
Eric’s consultancy business Whitewater Consultants Ltd works principally with the SME market
across a range on industry sectors. He has helped organisations who have struggled with the
burden of debt in rapid growth environments, as well as organisations who need a fresh approach
to the financial management of their business in order to maximise their potential and reach their
business objectives.
Brendan McGeever
Since 1986 Brendan has been a leading corporate restructuring partner at Gateley’s. He has been
advising banks, venture capitalists together with other financial institutions and stakeholders in
businesses, on all aspects of corporate restructuring and turnaround.
Brendan has dealt with all aspects of corporate transactions and more recently has begun advising
boards of directors in connection with difficulties experienced during tough trading conditions. He
advises particularly in connection with the management by the board of the various stakeholder
positions, seeking to ensure a constructive dialogue and helping businesses explore solutions.
Brendan has been a member of the IFT’s Midlands Regional Committee for the last two years and
earlier this year took over as Chairman.
Mike McTighe
Mike has held a number of directorships of public and private companies, and is currently,
Chairman of JJB Sports plc, Chairman of Volex Group plc, Chairman of WYG Group plc, senior
independent director of Betfair plc, a member of the Board of Directors of the UK’s Office of
Communications (OFCOM), and also chairman of Nujira Ltd - a private equity backed company.
Mike has acted as a formal advisor to the private equity firms Apax Partners and Providence Equity
Partners between 1998 and 2007 and is currently a strategic advisor to General Atlantic. He is
also a member of the Turnaround Panel at Lloyds Banking Group. Previously he was Chairman &
CEO of Carrier1 International SA, and before that Executive Director & Chief Executive, Global
Operations of Cable & Wireless plc. Prior to these assignments, Mike spent 5 years with Philips of
the Netherlands, 5 years with Motorola, and 10 years with GE. Mike is also a member of the
KPMG turnaround panel.
29
Bryon Nurse
Byron is a solicitor and a partner with Eversheds LLP since 2003. Byron has experience of a range
of restructuring work and regularly advises all stakeholders in stressed and distressed businesses.
He has specialised in all aspects of non-contentious restructuring assignments including
reconstructions, workouts and refinancing, often with a leveraged financing structure. Byron has a
significant focus in acting for clearing banks and other financial institutions and his sector
experience includes: care homes; construction, retail, oil and gas, pubs, clubs and leisure where he
has acted for debtors and their lenders
Richard Obank
Since 2000 Richard has been a partner in the firm of DLA Piper, a global law firm with 76 offices
across 30 countries. DLA Piper's clients range from multinationals, Global 1,000 and Fortune 500
enterprises to emerging hi-tech companies and start-ups.
Philip Smith
Philip Smith is a founding partner in Adfirmo, a London based restructuring and turnaround
boutique.
Philip has been involved in turnaround since 1999 when he joined KPMG’s restructuring practice.
Philip became an interim in 2005 and has undertaken a large number of roles typically as Finance
Director, Chief Restructuring Officer or Chief Executive. Philip has worked for a variety of
stakeholders including private equity firms, lenders, regulators, shareholders and owner
¬managers. His recent experience includes: retail, manufacturing, care homes, healthcare,
professional services and information technology.
Philip is a Chartered Accountant and a Corporate Treasurer. His most recent role was as Chief
Executive of an international retail and manufacturing business with operations in the UK, US and
Hong Kong. Philip led a successful restructuring to restore the group to profit and to allow the
lender to exit a difficult relationship.
Richard specialises in corporate restructuring work with an emphasis on acting for boards of
directors of both private and public companies. His work involves working alongside management
teams and their financial advisers in order to develop and implement turnaround plans aimed at
avoiding formal insolvencies.
Richard currently is acting for Dyson Group PLC in relation to its on-going restructuring and for the
purchaser of the Alexon retail business, a Sun Capital funded bidco, which now owns 7 leading
fashion brands and 990 outlets across the UK and Europe which was acquired out of
administration on 29 September 2011. Richard acted on the acquisition for Sun European
Partners, the European adviser to Sun Capital. Richard also specialises in dealing with football
clubs experiencing financial problems and recently acted for the administrators of Crystal Palace FC
following its successful voluntary arrangement and subsequent disposal.
Swift Contacts Directory - Editor: Christine Elliott: +44 20 7324 6216 [email protected]
AlixPartners: Cindy Godwin: [email protected]
Aaronite Partners: Sean Sullivan: [email protected]
David Ball: [email protected]
Begbies Global Network: Nick ‘Pimpernel’ Hood: +44 (0)20 7398 3800 [email protected]
Andrew Ramsbottom
Andrew Ramsbottom is a Partner at Advent Partners LLP with a focus of investment and turnaround
within the manufacturing SME sector. Andrew has a background within the blue chip
manufacturing sector with over 20 years’ international experience with Schneider Electric and
Alstom. Following a number of key turnaround successes within those businesses Andrew invested
in, and was appointed Managing Director of Traffic Signals UK Ltd, a failing £10m Midlands based
business and, following a successful turnaround, growing sales to c.£20m with c.10% EBIT, the
business was sold in 2008 achieving a two figure multiple.
Advent Partners was established in 2009 by Andrew and his business partner, David Gee with a
view to providing investment and turnaround support into Midlands based manufacturing
businesses. Whilst Advent has been involved in numerous businesses, by far its most successful is
TMAT Limited of Chesterfield which, thanks to Advent has seen business levels increase from £5m£11m whilst increasing EBIT from a negative position to over 10%. Advent continues to work with
businesses within the Midlands and is actively seeking its next investment.
Peter Wiltshire
Peter is a partner in the Banking and International Finance department of CMS Cameron McKenna
LLP, advising on all aspects of corporate and personal insolvency, with an emphasis on restructuring
advice to banks and corporates. His clients include insolvency practitioners, banks and other
financial institutions, as well as directors and shareholders. During his career, Peter has played a
number of important roles most recently in the restructuring and administrations of Raymarine plc
and Vantis plc as well as the insolvencies of Stanford International Bank Limited and the Targetfollow
Group.
30
Keith Bordell: +44 (0)20 7427 6466 [email protected]
Burdale: Steven Chait +44 (0)845 641 8888 [email protected]
Dickinson Dees: John Pennie: +44 191 279 9255 [email protected]
DLA Piper: Simon Neilson-Clark: +44 (0) 20 7796 6683 [email protected]
Adrian Doble: +44 (0) 20 3005 4000 [email protected]
Endless:
Garry Wilson: +44 (0)113 210 4007 [email protected] W: www.endlessllp.com
Chris Clegg: +44 (0) 113 2104004 M: +44 (0)778 9032472 [email protected]
H2 Equity Partners Ltd: Patrick Kalverboer:+44 (0) 20 3036 0030 [email protected]
Kelso Place: Phil Dougall: +44 (0) 20 7836 0000 M: +44 (0) 7843 359055 [email protected]
Pathfinder Partners: Chris Burford: +44 (0)8451 306 252 M:+44 (0)771 421 8560 [email protected]
Pinsent Masons: Richard Mason +44 (0)20 7490 6246 [email protected]
PwC: Richard Boys-Stones: +44 (0)20 780 45659 [email protected]
Zubin Randeria: +44 (0) 20 7212 6186 M: +44 (0) 7710 080027 [email protected]
Rutland PartnersLLP:
Nick Morrill: [email protected]
Maria Bevan: +44 (0)20 7451 0725 or [email protected]
31
Up & Coming IFT Events 2011
Wednesday 30th November
2012 Wednesday 28th November
IFT Annual Awards & Gala Dinner
– London, Bloomsbury Big Top
IFT Annual Awards & Gala Dinner
CPD WORKSHOPS AND IFT MEMBERS’ MEETINGS
November 2011
Tuesday 8th November
London Members’ Meeting – offices of Ernst & Young – 1hr CPD
Wednesday 16th November
CPD Workshop Rescheduling Debt Finance – Gary Davison, Ernst & Young London – at the IFT Offices
London – commencing 17.30hrs – 2hrs CPD
Thursday 24th November
Midlands & West Regional Meeting – venue tbc, Birmingham – 1hr CPD
Thursday 24th November
North Region meeting – Dickinson Dees, Newcastle – 1hr CPD
December 2011
Wednesday 7th December
CPD Workshop Rescheduling Debt Finance – Gary Davison, Ernst & Young – Ernst & Young, London –
commencing 18.00hrs – 2hrs CPD
Tuesday 13th December
London Members’ Meeting – offices of DLA Piper – 1hr CPD
Thursday 15th December
CPD Workshop Rescheduling Debt Finance – Gary Davison, Ernst & Young – Ernst & Young, London –
commencing 18.00hrs – 2hrs CPD
2012 January 2012
Wednesday 11th January
CPD Workshop Working Capital Management – Kim Stubbs, PwC Director – at the IFT Offices London –
commencing 17.30hrs – 2hrs CPD
Thursday 19th January
Midlands & West Regional Meeting – venue tbc, Bristol – 1hr CPD
Thursday 25th January
North Regional Meeting – BTG, Manchester – 1hr CPD
February 2012
Wednesday 8th February
CPD Workshop Working Capital Management – Graham Vincent, PwC Senior Manager – venue tbc,
Leeds – commencing 17.30hrs – 2hrs CPD
Wednesday 22nd February
CPD Workshop Management Team/Key Employees – Pelham Allen, Ernst & Young – at the IFT Offices
London – commencing 17.30hrs – 2hrs CPD
March 2012
Wednesday 14th March
CPD Workshop Analysis of Causes of Financial Distress – Shaun O’Callaghan, FTI Consulting – at the
IFT Offices London – commencing 17.30hrs – 2hrs CPD
Wednesday 21st March
CPD Workshop Management Team/Key Employees – Pelham Allen, Ernst & Young – venue tbc,
Manchester – commencing 17.30hrs – 2hrs CPD
Wednesday 21st March
North Regional Meeting, venue tbc, Edinburgh – 1hr CPD
Thursday 29th March
Midlands & West Regional Meeting, venue tbc – 1hr CPD
EUROPE’S TOP TURNAROUND
AWARDS 2011 & GALA EVENING
WEDNESDAY 30th NOVEMBER 2011
Bloomsbury Big Top, Coram’s Fields,London WC1N 1DN
Book online:
www.instituteforturnaround.com
Email:
[email protected]
Special Guest Speaker:
Jeremy Vine
For more information and how to book please visit the IFT website at www.instituteforturnaround.com
Booking details email: [email protected]
Please check
our website
for updates
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for the Institute for Turnaround, The Bridge, 12-16 Clerkenwell Road, London EC1M 5PQ, www.instituteforturnaround.com. No liability is accepted by the Institute
for Turnaround (IFT) for any errors or omissions, nor are the views of contributors necessarily those of IFT’.
The Editor’s decision is final and articles are accepted on that basis.