This article first appeared in Business Brief September
A cool pint of Liberation Ale at the Old Court House or the
Deerhound Inn pretty much sells itself. In a similar way, from the
perspective of an investor, the attraction of the Liberation Group
was clear – valuable property assets, strong cash generation
and dividend yield made it a prime target.
On the face of it, the agreement to sell the group to Caledonia
Investments plc in July was a similarly simple proposition –
a straight-forward property-rich M&A deal involving the
acquisition of a pub and brewery chain by an investment trust
company for £118 million.
In reality, there was far more to it.
The deal demonstrated several things: first, Caledonia's
plans to grow the existing group both organically and through the
acquisition of pubs in the south of England; second, a welcome
display of confidence in Jersey and Guernsey's economic
prospects just days after the Brexit referendum result; and third,
the strength and reach of Ogier's Channel Islands local legal
The purchase of 94 managed and tenanted pubs in the Channel
Islands and the south west of England, two award-winning breweries
and three drinks distribution businesses required input and advice
across a range of legal disciplines, with lawyers specialising in
areas as diverse as competition, planning, property, employment,
liquor licensing, corporate and finance all involved in the
It also required advice across jurisdictions on the laws of
Jersey, Guernsey and Alderney.
The Property Law team were heavily involved, conducting
property, planning, environmental and construction law due
diligence across the entire Liberation property portfolio
including 53 properties in Jersey, another 32 in Guernsey and four
in Alderney. The team also had to review and report on operating
licenses covering alcohol sales, alfresco, entertainment permits,
thrift club permits and gaming licenses.
The Corporate and Finance team's work on the transaction
included advising on the share purchase agreement and finance
arrangements – along with corporate and finance due
diligence, reviewing Jersey and Guernsey law security interest
agreements and preparing and reviewing conditions precedent.
Advice on Competition Law was also needed, as the transaction
requires the prior approval of the Channel Islands Competition and
Regulatory Authorities before it can be completed.
The Employment Law team advised Caledonia on Jersey and Guernsey
employment legislation, and issues around business licensing and
The deal illustrates that there is no such thing as a
"typical" transaction – and also no end to the
variations that M&A deals can involve. It is far from usual,
for example, to have to review parish al fresco permits let alone
thrift club permits granted by the Jersey Gambling Commission.
The range of disciplines involved demonstrate that, while
offshore law firms might naturally be expected to focus on
international work, there's a clear need to maintain expertise
across the full range of local legal services. The acquisition of
the Liberation Group hinged on the ability to deliver consistently
thorough, responsive and commercially-driven advice focusing on
exactly what the client required across disparate legal disciplines
that no single lawyer could possibly be expected to provide.
For this kind of work, clients need to know that they can rely
upon quality legal advice that comes not just from years of
experience, but also from the breadth of understanding of a full
team combining corporate and finance expertise with local legal
services. With eight international offices and a diverse,
award-winning practice, Ogier may be better known for international
work – but we have never taken our focus away from the local
market, where clients demand the same exacting standards in taking
opportunities, managing challenges and mitigating risk.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Probably the most significant change from previous practice in Guernsey law under the Companies (Guernsey) Law 2008, which came into effect on the 1 July 2008, was the consignment to history of the concept of capital maintenance, which was discarded in favour of a solvency model as the basis of a company’s ability to pay distributions and dividends.
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