Acquisition of John Swan & Son plc

H&H Group plc

H&H Group has a heritage in livestock auctioneering stretching back over 140 years and its business now operates in four sectors, auctioneering, property advice and sales, insurance and printing with a focus on the agricultural and rural economy. The business operates across the North of England and Southern Scotland and employs 275 staff across its operations. H&H Group has expanded all its businesses in recent years, both through organic growth and strategic acquisitions.

H&H Group is based in Carlisle, Cumbria and is an unquoted public company with in excess of 1,100 shareholders many of whom are also customers of the business.

H&H wished to expand the geographical reach of its livestock business and identified John Swan as an excellent strategic fit. As a larger competitor, and a long term investor in the auctioneering sector, H&H was well placed to extract more value from the mart business than John Swan was capable of alone, including cross-selling to John Swan’s customers the wider range of services offered by the H&H Group.

The formal offer for John Swan was made in July 2015 and the transaction was completed in early October 2015 following court approval of the Scheme of Arrangement. SPARK was engaged by H&H very early on in the process and worked closely alongside the Company in advising on all aspects of the transaction which included:

  • initial price negotiations;
  • structuring;
  • financing; and
  • due diligence.

In addition, SPARK’s comprehensive understanding of the Takeover Code and experience in dealing with the Takeover Panel was instrumental to the successful completion of the acquisition.

SPARK had been working with H&H for a number of years providing the company with regulatory advice / approvals with respect to its quarterly share auctions. Having developed the relationship, SPARK, with our expertise across multiple transaction disciplines, was the obvious choice for H&H once the decision had been made to approach John Swan.