TRANSACTIONS                                                           "we are always grateful for the support, trust and great fun that we have"
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A Cross Section of  Milestone Transactions
 

 
A Success Story and 20 Acqusitions
James Fisher & Sons PLC is the leading UK Marine Service Provider and Tim Harris, Nick Henry, Mike Shields and their colleagues are a dream team to work with.  We have been advisor to the Board for a number of years and together with the Management developed the exit from traditional shipping and the complementary acquisition and disposal strategy.  Under the direction of its highly rated chairman Tim Harris, the Company has grown from a market cap of £30m to over £300m, including organic growth and some 20 acquisitions, including:


We also advised on the disposal of the Cable Layer Division and its fleet totaling USD50m and have arranged USD140m of off balance sheet bareboat finance for 9 tankship newbuildings.  The largest acquisition to date was FT Everard, being a Class One transaction with an enterprise value of USD100m. 
 
We disposed of the non core Reanco Team as, an Stavanger Offshore subsidiary undertaking refurbishment of offshore living quarters, to Leirvik MTL based on Stord in Norway.Having jcompleted the acquisition of MB Faber, the Nuclear Design House, Fisher is once again expanding its nuclear decommisioning division, centered around the Sellafield site in Cumbria and providing services to the UK nuclear industry.  The Norwegian Headquarters in Stavanger was sold to a group of private investors for NOK 180m and rented back to James Fisher Norway, a transaction that we arranged.
 
This Company is a real UK success story,  .....more to come? 
 
     
 
                                                                       Return to Norway and acquiring Callenberg
Part of the W Wilhelmsen ASA Group, Wilhelmsen Maritime Services is a global, pre eminent, Marine Service Provider and a cutting edge shaper of this industry. We were invited to be part of a team that formed their acquisition and growth strategy and subsequently acted as corporate finance advisor for the SEK650m acquisition of the Callenberg Group. This was an important strategic move for WMS into the HVAC sector, following on from their NOK1.3b purchase of Unitor in 2004. Callenberg was a hugely enjoyable  transaction. 
 
As a follow on to WMS' growing eco-shipping portfolio, we were asked to advise on establishing the license agreement with Resource Ballast Technologies  of South Africa.  This gives WMS access to state of the art technology for ballast water treatement and an in line system that is easy to install, operate and service and importantly very simple and highly economical to run.  A stimulating transaction to work on, South Africa and Cape Town has changed.
 
We acted as adviser when the WMS owned International Tanker Management (ITM) , based in Dubai and Germany, was sold to Vships, who were keen to get a larger and complementary footprint in those regions and the WW Group wanted to withdraw from the management of crude oil and product tankers.

When Nalco decided to dispose of Nalfleet, the worldwide marine chemicals company, by way of auction,  we acted as adviser for the acquisition.  Nalfleet nicely complements and adds to WMS's marine water treatment business.
 
WMS and its highly inventive, forward looking, management team lead by Dag Schjerven, David Tandy and Petter Traaholt and supported by many talents including Ove, Andrew, Magnus, Tor, Peter, Bjørge, Mette and Grethe have a stated strategy to  expand in their respective market segments.  We are ongoing advisors to WMS and relish the challenge.  
 
A Company and Team to watch...



 The Transport Research Laboratory
For some years we have been acting as advisors to TRL in relation to acquisition strategy and other corporate functions such as joint ventures.  They are one of the worlds largest tranport and reseach consultants, originally being an privatised offshot of the UK Department of Transport, providing R&D, Consultation Services, Certification and Software for European and Wordwide Clients.

Their first acquisition for some years was Transport and Travel Research, for which we acted as advisor.

TRL is not a selection of orthodox eggheads, boffins or transport anorachs, quite the contrary. Under the direction of their Non-Executive Chairman Charles Rice and the CEO Sue Sharland, this is a modern progressive company, a UK based world leader and brand,  with strategic growth ambitions. Their team is a pleasure to work with, watch this space....

 
 

Aida, P&O and Carnival
Sometimes you get extra lucky. The AIDA Cruise transaction came in three, all very eventful, stages. First the sale of 51% to P&O, then the acquisition of the outstanding 49% by P&O prior to going public with its cruise division, followed by Carnival Cruise pre-empting a substantial "earnout" transaction by taking over P&O Cruises.  Later the A'Rosa River Cruise Division was sold back to Arkona GMBH following the Carnival takeover.  We advised Arkona and Deutsche Seerederei on all of these transactions, totalling more than USD1billion in enterprise value.  
 
We are still ongoing advisors to the DSR Group. Horst Rahe and Lars Clasen remains close friends and AIDA Cruises under the watchful eye of its MD Michael Thamm (another of the founders) has become Germany's largest cruise business.  Richard Vogel, the final member of the original AIDA team, moved on to TUI to develop their cruise side.  
 
A stunning team to work with and the creation of some great, longlasting friendships.

 
 
 
Sale of Swan Hellenic 
Having been  "on the other side of the table" in the AIDA acquisition, we were delighted to be invited to act as Corporate Finance Advisor to Carnival Corp PLC for the sale of its Swan Hellenic Cruise Division and Brands.  It was eventually acquired by the The Right Hon The Lord Sterling of Plaistow, the last Chairman of P&O.  This was an interesting addition to a series of cruise transactions that we have undertaken, including Aida Cruises, Seetours, Arkona, Hebridean Island Cruises and A'rosa River Cruises.  
 
David Dingle, Ed Jones, Mark Anderson and their highly respected and experienced cruise team are a real pleasure to deal with.
 
Swan Hellenic and its loyal passengers sailed on under the enthusiastic new Chairmanship of Lord (Jeffrey) Sterling, supported by Tony Dyson (MD) and Colin (FD).  The original Minerva One came back to Swans through a share for brand swap with All Leisure Cruises.  In the end, all was not lost, it remains a cracking brand and concept.


 
 
                                     
Mandate No1:   Disposal of Smedvig UK 
As our first mandate after splitting out of Hambros Bank, Smedvig asa, the Norwegian Offshore Drilling company, requested us to sell Smedvig UK, their UK platform drilling operation.  After an auction process, it was sold to Deutag Tiefbohr of Germany and later absorbed into KCA Drilling.  Smedvig asa was eventually sold to Seadrill after the family decided to exit their shareholding.  
 
"It feels comfortable and heartening when old friends are willing to back your new venture and having just opened our offices,  
Peter Smedvig was particularly supportive to knock on the door. "
 
"Many thanks."
 
 
 
 
 
A well deserved outcome for the nicest of shareholders
We sold the UK largest port agency OBC to GAC (one of the worlds largest logistics companies).  OBC was owned by Bill Brough and John Wignall, who together built the group by clever acquisitions and hard work into its solid position as the UK market leader.  These two lively partners were a real pleasure to work with and we all enjoyed   the transaction greatly, including dealing with GAC who were fair throughout.  We know that both Bill and John will enjoy their eventual retirement, with plenty of Country Pursuits and hope that Bill will take Red Line Racing from strength to strength. As a post script, sadly Bill died in late 2008, having been ill for many years after contracting Legionaries Decease from a showerhead in a Mexican hotel room and surviving on a kidney gifted by a schoolmate.  He was the most likelable and funny of friends, with a real zest for life, his port agency, cars, shooting and a good eye for the opposite sex.  Greatly missed.

 



Ultra Luxury Rights Issue 
Following the AIDA transaction, we were approached by the Board of Hebridean Island Cruises (possibly the most exclusive cruise operation in the world) to undertake a rights issue to finance the second ship in its fleet.  The issue was twice oversubscribed (mostly by loyal passengers) and the Hebridean Spirit successfull acquired and converted.  The company lost its way with an overrun of conversion costs somewhere in the middle and has "morphed" a number of  times since then. 
 
Eventually we decided not to remain  advisors, but we are (regretably) a shareholder. Inspite of its laclustre financial performance, its cruises are still of much enjoyed and envied premier quality. 
 
 
 
 
 
Torm Lines  and Maersk
We had the pleasure advising Torm on the sale of their Liner Trade Division, Torm Lines, to Maersk.  Torm is one of the worlds largest operator of Medium and Long Range Products tankers.  The Torm Liner Trade, including several ship, carried cocoa from Africa to the US and oil equipment and secondhand clothes and cars et al back to Africa, an interesting and profitable venture.  It is now part of Maersk Sealand.  
 
Klaus Kierulf, Esben Poulsen and their  team remain great friends and are very enthusiastic supporters to work for (....when we have a chance).
 
 
 
 
 
Advisor for  Change and Better Times 
In our profit orientated market segment, not many of our clients are charitable, but The Sir John Fisher Fisher Foundation is an exception, distributing its dividend income for good purposes.  It was set up by Sir John Fisher and his wife prior to their death. Being the largest shareholder in James Fisher & Sons, we got involved as advisor with their strategy to "persuade" the Company and its Board to change and improve its performance.  This culminated in the change of Chairman from David Cobb to Tim Harris and  the subsequent transformation of James Fisher into a leading Marine  Services business. 
 
We no longer act for them, but the Trustees of the Sir John Fisher Foundation remain particulalry good and valued friends.
 
 


Strategy and Bomel Acquisition 
We were invited to act for Noble Denton, the Offshore and Marine Consultancy, to develop their strategy on mergers and acquisitions.  During this period we completed their purchase of Bomel Ltd, a leading UK health and safety consultancy business. David Sutton and his colleagues developed the company upwards and onwards by organic growth and we went on to other things. Noble Denton was eventually sold to a group of private equity investors, with management participation. 

 
 
 
 
Privatisation of Elcano 
The acquisition of Empresa Elcano, the Spanish State owned capesize carrier and suezmax tanker company from the state holding company SEPI, was the final shipping privatisation in Iberia.  We advised a consortium of Soponata (the Portuguese tanker company) and a group of rather interesting and highly entertaining investors from Vigo in Spain.  Being successful in an auction run by UBS Warburgs on behalf of the Spansih State was challenging, but satisfying.  Elcano has shown great growth since then, but sadly Soponata sold its shareholding to the Spanish partners far too early.  The De Mello Family and Soponata were long-standing business friends, including the advisory on the privatisation of Soponata from the Portuguese State and later the Smedvig Tankships Joint Venture.  
 
Jorge d'Almeida, the ex MD of Soponata, is highly rated by us.  Vasco de Mello and his cousin Vasco Luis likewise.  More investments in Vigo?...maybe not.

 
 


An Irish Deal - Dublin Shipping 
We identified that the industrial shareholders of the Irish Dublin Shipping might be quite keen to dispose of their shipping activities, operating a fleet of bitumen carriers on long terms charters to various alloy smelters.  Gearbulk, a long-standing client, was keen to expand this side of their business (alloy ingots out of the plant by bulk carriers and bitumen out by specialised tanks in the same ship).  This resulted in our advisory role acquiring Dublin Shipping: the negotiations were unusually long and hard. 
 
Our old friend and shipping "mentor" Kristian Gerhard Jebsen is sadly missed after this untimely death, but his sons have so ably carried on a great family tradition and Gearbulk flourishes.  Great to see.





Spin out of Navion from Statoil
The Norwegian State Oil Company, Statoil, decided to spin out its shipping, tanker chartering and offshore drilling company.  Peter got the mandate and sucessfully managed the process into independence and the sale of a large minority sharholding to the Norwegian Rasumssen Group. 
 
 
An eventful mandate, with many twists and turns, large oil company politics included.  Navion was finally sold to Teekay Tankers, with the inventive Bjorn Moeller in charge.
 




Hibernian Oil Field Shuttle Tankers
PetroCanada had a challenge in selecting the right owner and operater of the large shuttle tankers required for the Hebernian Oil Field.  Eivind was approched to advise selection of the owner and the auction process to get the best possible deal.  
 
 
A very interesting transaction, it was great to work with Doreen Loo out of the Head Office in Calgary and getting to know the problems related to an Arctic Oil Field.
 
 
 

                               Saskatchewan Farmers Co-Operative and Port Churchill 
A group of farmers from the Saskatchewan Prairie turned up wanting to find a shipping partner to privatise the seasonally ice bound Port of Churchill inCanada.  We involved Gearbulk, who had the right attitude, ships and funds, the farmers would guarantee supply of grain along the Bay Line railway.  Sadly the Head of the Farmers Co-operative was badly struck by lightning and later died, which stalled and unfortunatly killed the project.  
 
Great fun, real cowboys, wonderful farmers and lots of polar bears, ...the project deserved to take off.
 
 
 
 
 
The One That Got Away and a trip Abroad
Just after starting up, we developed the idea that  a foreign aviation operator would (due to relaxation of foreign shareholders limits) be able to acquire a Scandinavian one.  A quick call to the MD (who by chance had worked on the same) resulted in an invitation to come across the next day, present our case, have dinner and "be part of the team".  Having signed a confidentiality agreement, we outlined our case and well planned strategy.  After being more than liberal with information, ....we were told that our "services were no longer required", given a seven hours wait and two economy tickets for the long haul back to London.  The confidentiality (stupidly or, maybe, cleverly) excluded us from talking to anybody else. Our "newfound" friends jumped on a private plane and made a successful acquisition.  
 
You live, learn and forget...(?).

 
 
 
 
OTHER MEMORABLE  TRANSACTIONS
COMPLETED 
 BY THE DIRECTORS OF EC HAMBRO RABBEN & PARTNERS LTD
             (representing more than USD 7 BILLION of enterprise value)
 



Acting for the Kulikundis Family in the Sale of London Overseas Freighters to Frontline (John Fredriksen). "Interesting and Hard Negotiations". 
 
 
 


Private Placement of Shares for Mosvold Shipping.  
"Old friends who repeatedly do well for their investors".




Secondary Offering of Shares for Royal Caribbian Cruise Line "RCCL".  
"Great cruise business, nice team"
 



 
Secondary Offering of Shares for Stolt Nielsen Tankers.  
 "Challenging and Interesting"



London Listing for Ugland Interntional.   
"London was a novel place to list, then.."



 
First acting for Smedvig as in the USD130m IPO of their tanker division, one in a series of many IPO for Norwegian shipping Companies.
Later acting for Smedvig Tankships during the most unfriendly takeover by Bona Shipping.  
                            Lots of broken china, with David Lloyd of Warburgs crowing on the other side.
                            "Smedvigs were decent and totally reliable throughout"
 


 
 The IPO of Pacific Basin Shipping "Pac Basin".  
"Maybe one of the most inventive shipping teams, with Chris Buttery and Paul Over in charge"
 
 


Acting for ICB, Rights Issue and the highly contested Takeover Battle with Frontline
"Long, drawn out, takeover battle, Clarence Dybeck was a great adversary to Frontline and John Fredriksen"
 





Soponata and Smedvig Tankships Joint Venture 
Soponata was looking for a joint venture partner to enhance their shipping operations and raise some equity.  As advisors we could think of nobody more suited than Smedvig Tankships. Peter Donald was acting for Smedvigs on "the other side".
"A very happy time in Lisbon".
 




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