Eastwood Anglo Corporate Finance | Selling my business East Midlands | Corporate finance adviser West Midlands | Management buyouts South Yorkshire

Overview

Client: Directors of Hello Telecom
Transaction: Rule 3 adviser to Hello Telecom (UK) Ltd in relation to offer by Southern Communications Holdings Ltd under Takeover Panel rules.
Advisers: Bill Eastwood, Eastwood Anglo Corporate Finance; Austin Moore, Austin Moore Solicitors, Pete Wood, Breeze Corporate Finance

Background
The sell side corporate finance advisers to Hello Telecom (UK) Ltd had secured an offer from Southern Communications Holdings Limited. Upon initial legal review, it transpired that the transaction required a Rule 3 adviser. Prior to the February 2025 rule changes, any company that had had a public listing within a 10 year period prior to the offer date would fall under Panel rules. Hello Telecom (UK) Ltd, had previously been listed on Plus Markets and had delisted ~8 years prior to the offer being received and therefore required a Rule 3 adviser.
Eastwood Anglo was appointed as Rule 3 advisers to work with the board, their shareholders and existing advisers.
Our role:

• Adviser to board and shareholders of Hello Telecom re public offer to its 200 shareholders
• Formal Takeover Code advice to board on value and terms of the offer. Advise that offer is fair and reasonable, and board should recommend acceptance
• Formal business valuation
• Review financial models, including earn-out projections
• Review and advise on price, deferred terms, service contracts, offeror’s assurances to employees
• Advise on Takeover Panel rules
• Sole FCA authorised adviser on transaction
• Review and agree drafting of offer document and draft paragraphs re offeree
• Issue under Eastwood Anglo name public announcements to London Stock Exchange on Regulatory News Service (RNS)
• Review, negotiate and agree deferred payments after one year

https://www.insidermedia.com/news/all/deal-agreed-for-acquisition-of-hello-telecom-uk