UK and Republic of Ireland M&A and ECM Transactions

Transcription

1 CDeal Review and Advisor League Tables YTD 2013 UK and Republic of Ireland M&A and ECM Transactions 1 Contact Us: Experian Corpfin Centurion House 129 Deansgate Oxford Street Manchester M3 3WR [email protected] Richard Bolton Wendy Driver Matthew Short Ian Hodgson [email protected] Deal Review and Advisor League Tables YTD

2 CONTENT: Deal Activity in the UK Regions 3 UNITED KINGDOM 4 GREATER LONDON 7 SOUTH EAST 9 SOUTH WEST 11 EAST ANGLIA 13 MIDLANDS 15 YORKSHIRE 17 NORTH WEST 19 NORTH EAST 21 Experian Corpfin figures show that deal volumes were down by 17.3% for the first nine months of 2013 when compared with the same period in 2012, but the aggregate value of transactions was up by 16.3%. We provide a detailed review of M&A and ECM activity for YTD 2013, including a regional breakdown of deal volumes and transaction value, comparisons with the same period of 2012, details of the top ten announced deals by value and the most active legal and financial advisors across the UK. We also provide a spotlight on, along with figures for the Republic of Ireland. Wendy Driver, Business Development Manager at Experian UK&I, said: Although deal volumes remain somewhat suppressed, the UK returned a robust set of results in, with an upturn in large corporate transactions, strong value figures and encouraging activity in the manufacturing, mining and transport sectors. While certainty remains in short supply, the recent economic news coming out of the UK is encouraging and, with advisory firms increasingly reporting an upturn in the number of deals in the pipeline, raises hopes that a significant, sustained upturn in the M&A market might not be too far away. WALES 23 SCOTLAND 25 NORTHERN IRELAND 27 REPUBLIC OF IRELAND 29 Criteria 31 Deal Proforma 32 Deal Review and Advisor League Tables YTD

3 UK M&A Activity The preliminary results for the year to date show that M&A and ECM deal volumes have declined by 7.9% against the same period in 2012, to 3,320 transactions. The financial services sector was the most common source of M&A activity volumes were up 8% overall to 1,038 overall. Meanwhile manufacturing, the hottest sector in YTD 2012, saw volume decline 13.6% to 984 deals. Greater London, with almost 38% of deals, was the most active region, followed by South East England (15.3% of deals), the Midlands (12.5%) and North West England (12%). Most areas recorded a moderate decline in deal volume, although the North East of England and Yorkshire bucked the trend, recording upturns of 17.9% and 6.4%, respectively. Despite this, the overall value of UK deals has risen significantly (from 183bn to 212bn) with value rising to 122bn (up from 32billion in 2013, an increase of some 281%). South East England enjoyed the largest increase in value (a 250.5% upturn) and contributed just under half of all the UK s transaction value, while North West England (136%), North East England (66%) and Yorkshire (32%) all saw values rise. However, the national picture was not reflected across all regions, and Greater London, the Midlands, South West England and Wales all saw a substantial decline in the recorded value of deals for YTD Region Value ( m) Volume YTD 2013 YTD 2012 % Change YTD 2013 YTD 2012 % Change Greater London 57, , % 1,249 1, % South East 100,735 28, % % South West 2,531 36, % % East Anglia % % Midlands 3,869 14, % % Yorkshire 1,653 1, % % North West 8,523 3, % % North East 1, % % Wales 310 2, % % Scotland 12,213 15, % % Northern Ireland 1,016 1, % % Republic of Ireland 18,774 21, % % Deal Review and Advisor League Tables YTD

4 United Kingdom M&A Activity 2,000 Number of Deals 140,000 1,800 Total ( M) 120,000 1,600 1, ,000 1,200 80,000 1, , , , Q Q Q Q Q Q1 Europe and the Rest of the World As with the UK, Europe saw a slight reduction in transaction volume but a substantial upturn in deal value (from 113.5billion in 2012 to 202.9billion in 2013, an upturn of 78.8%). The bulk of deal flow was provided by the manufacturing and financial services sectors. The UK provided around 47% of European M&A volumes, with Germany (13%) and France (12%) the next busiest marketplaces. North American deal volumes were down by 28.4 per cent (from 1,929 deals in 2012 to 1,381 in 2013), but the aggregate value of transactions increased by almost 100bn, to 276bn. North America returned strong activity in its information technology and professional services sectors in. Meanwhile, activity in the Asia-Pacific region has been relatively lackluster so far this year; volume was down 31.6 per cent (from 2,104 deals in 2012 to 1,439 in 2013), without the increase in value recorded elsewhere (total deal value slumped from 139bn in 2012 to 82bn in 2013). Spotlight Experian has revealed that transactions totaling 122bn were announced in 2013, up from 32bn in 2013 a three-fold increase and the highest quarterly total since Although domestic M&A activity remained relatively subdued in terms of volume, with the total number of transactions in 2013 (1,043) constituting a decline of 6% since 2012 (1,114), deals were worth more than the aggregate total for the last four quarters in their entirety. This can largely be attributed to Vodafone Group Plc s $130bbn sale of its US joint venture Verizon Wireless to joint venture partner Verizon Communications Inc. This was the second largest transaction in British corporate history, after Vodafone Group predecessor Vodafone Airtouch s purchase of Mannesman AG for US$203billion in There were eight deals with a consideration worth more than 1bn announced in 2013, up from five such transactions recorded for Five of these deals involved overseas bidders, as high quality UK assets continue to attract foreign investors. Elsewhere, smaller sized deals (worth 500,000 to 10m) saw a 3% upturn in volume from 309 in 2012 to 317 in 2013 whereas mid-market transactions (worth 10m to 100m) saw a 9% decline. The number of large deals (worth 100m plus) remained stable with 70 deals in The UK s manufacturing sector was the main driver of deal-making activity in the UK in 2013, accounting for 31.1% of the overall UK total. With 29.5% of deals, the next most active sector was financial services, where transaction values almost doubled from 13.5bn in 2012 to 20.2bn in Other growth sectors included mining and quarrying, which saw deal volume rise by 27.3% (from 88 in 2012 to 112 in 2013) and transport and travel, up by 44.8% from 54 to 88 deals. There were 114 deals where an overseas business was acquired by a UK firm in 2013 a 7.5% increase on the 106 such deals in Meanwhile, inward investment into the UK was up from 187 deals in 2012 to 195 in 2013, an increase of 4.3%. Deal Review and Advisor League Tables YTD

5 Any United Kingdom Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 2 DLA PIPER GATELEY SHOOSMITHS PINSENT MASONS DWF EVERSHEDS OLSWANG BRABNERS SQUIRE SANDERS JONES DAY TRAVERS SMITH SLAUGHTER AND MAY FRESHFIELDS BRUCKHAUS DERINGER HOGAN LOVELLS ADDLESHAW GODDARD HERBERT SMITH FREEHILLS ASHURST OSBORNE CLARKE CLIFFORD CHANCE BERMANS 24 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 15 SLAUGHTER AND MAY 94, JONES DAY 89, DAVIS POLK & WARDWELL 86, DEBEVOISE & PLIMPTON 85, DE BRAUW BLACKSTONE WESTBROEK 85, WEIL GOTSHAL & MANGES 85, SIMPSON THACHER & BARTLETT 84, MACFARLANES 84, WACHTELL LIPTON ROSEN & KATZ 83, SHEARMAN & STERLING 19, HOGAN LOVELLS 17, LATHAM & WATKINS 16, MILBANK TWEED HADLEY & MCCLOY 15, ROPES & GRAY 14, FRIED FRANK HARRIS SHRIVER & JACOBSON 14, LINKLATERS 13, FRESHFIELDS BRUCKHAUS DERINGER 12, HERBERT SMITH FREEHILLS 11, CLIFFORD CHANCE 10, STIKEMAN ELLIOTT 7,558 Deal Review and Advisor League Tables YTD

6 Any United Kingdom Involvement YTD 2013 YTD 2012 Financial Advisor Volume 1 1 GRANT THORNTON BDO KPMG EY CENKOS SECURITIES PWC NUMIS SECURITIES WH IRELAND N+1 SINGER RSM TENON FINNCAP CANACCORD GENUITY DELOITTE ROTHSCHILD JP MORGAN BAKER TILLY BANK OF AMERICA MERRILL LYNCH MORGAN STANLEY BEAUMONT CORNISH CITIGROUP 19 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 2 GOLDMAN SACHS 111, BANK OF AMERICA MERRILL LYNCH 101, JP MORGAN 99, BARCLAYS 96, UBS 95, MORGAN STANLEY 92, GUGGENHEIM SECURITIES 83, CREDIT SUISSE 27, CITIGROUP 21, LIONTREE ADVISORS 14, DEUTSCHE BANK 13, LAZARD 8, SOCIETE GENERALE 6, ROTHSCHILD 6, PERELLA WEINBERG PARTNERS 6, HSBC 6, DELOITTE 4, GLEACHER SHACKLOCK 3,524 19* - SBERBANK 3,043 19* - VTB CAPITAL 3,043 Deal Review and Advisor League Tables YTD

7 Greater London M&A Activity Announced Deal Type Target Bidder Deal Value ( m) 30/07/2013 Rights Issue Barclays Plc, London 5,800 12/07/2013 Acquisition Invensys Plc, London 17/09/2013 Divestment 24/06/2013 Acquisition 26/02/2013 Acquisition 16/05/2013 Rights Issue 21/01/2013 Acquisition 19/02/2013 Acquisition 09/09/2013 Acquisition 05/08/2013 Minority Stake Lloyds Banking Group Plc, Scotland (from UK Financial Investments Ltd, London) Eurasian Natural Resources Corporation Plc, London Repsol Liquefied Natural Gas Portfolio, Spain Thomas Cook Group Plc, London Stansted Airport Ltd, Stansted HSBC (Panama) SA, Panama (from HSBC Holdings, London) Lucozade and Ribena Business of GlaxoSmithKline Plc, London National Power International Holdings BV, London Number of Deals Total ( M) 2008-Q Q Q Q Q Q1 Schneider Electric SA, France Eurasian Resources Group BV, Netherlands Royal Dutch Shell Plc, London Manchester Airport Group Plc,Manchester 3,308 3,200 3,043 2,901 1,600 1,500 Bancolombia SA, Colombia 1,358 Suntory Beverage & Food Ltd, Japan 60,000 50,000 40,000 30,000 20,000 10, ,350 Marubeni Corp, Japan 1,083 There have been 1,249 M&A and ECM deals announced in Greater London for the first nine months of 2013, representing a decline of 7.3% from the 1,348 transactions announced during the corresponding period in The third quarter saw 375 deals announced down by 8.5% on the 410 deals recorded in 2012 and continuing a declining quarter-on-quarter trend since the end of Meanwhile, values were down by 47.3%, from 109.2bn in YTD 2012 to 57.5bn in YTD A total of 37.6% of all UK deals had a Greater London aspect in YTD 2013 a slightly higher percentage than the 37.4% recorded in YTD The region contributed 27% of the overall value of transactions. Grant Thornton was the most active financial advisor so far this year, with an involvement in 24 deals, while Bank of America Merrill Lynch s 13.7bn worth of deals meant that it topped the value table. Olswang was the most active legal advisor with 31 deals, ahead of Slaughter and May (25) and Jones Day (22); Linklaters headed the value table, having worked on deals worth 9.4bn in total. The Greater London M&A landscape was dominated by the financial services sector (particularly its banking, leasing and insurance segments) in YTD 2013, with 36.5% of transactions, followed by manufacturing (19.8%) and professional services (19.6%). Unsurprisingly, financial services also provided the bulk of value, accounting for 23.2bn worth of deals. 102 large ( 100m plus) deals were announced in YTD 2013, down by 20.3% on YTD 2012 s total of 128 transactions. Large deal values also declined (from 98.5bn in YTD 2012 to 50bn so far in 2013). Mid-market ( 10m - 100m) deal activity fell more sharply; 194 transactions were announced, down by 32% from the 286 deals announced in YTD Meanwhile, the aggregate value of mid-market deals also fell by 32%, from 9.6bn to 6.5bn. On a brighter note, the number of small deals ( 500,000-10m) increased by 16.8% on YTD 2012 s figures, as an upturn in small scale fundraisings by London s smaller quoted companies continued into. Small deals in the third quarter were up by around 27% when compared to Deal Review and Advisor League Tables YTD

8 Any Greater London Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 1 OLSWANG SLAUGHTER AND MAY JONES DAY FRESHFIELDS BRUCKHAUS DERINGER HOGAN LOVELLS HERBERT SMITH FREEHILLS EVERSHEDS CLIFFORD CHANCE PINSENT MASONS DLA PIPER 14 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 1 LINKLATERS 9, CLIFFORD CHANCE 9, SLAUGHTER AND MAY 8, FRESHFIELDS BRUCKHAUS DERINGER 8, HERBERT SMITH FREEHILLS 6, ASHURST 5, JONES DAY 3, SHEARMAN & STERLING 3, ALLEN & OVERY 2, SULLIVAN & CROMWELL 1,824 YTD 2013 YTD 2012 Financial Advisor Volume 1 2 GRANT THORNTON CANACCORD GENUITY WH IRELAND FINNCAP KPMG BEAUMONT CORNISH ROTHSCHILD BANK OF AMERICA MERRILL LYNCH CITIGROUP JP MORGAN 10 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 - BANK OF AMERICA MERRILL LYNCH 13, CREDIT SUISSE 11, CITIGROUP 10, BARCLAYS 10, JP MORGAN 10, DEUTSCHE BANK 6, LAZARD 6, MORGAN STANLEY 6, ROTHSCHILD 5, UBS 5,130 Deal Review and Advisor League Tables YTD

9 South East M&A Activity Announced Deal Type Target Bidder 02/09/2013 Acquisition 24/06/2013 Acquisition Cellco Partnership, USA (from Vodafone, Newbury) Kabel Deutschland Holding, Germany Deal Value ( m) Verizon Communications, USA 83,928 Vodafone, Newbury 6,555 30/07/2013 Acquisition Edwards Group Plc, Crawley Atlas Copco, Sweden 1,022 30/07/2013 Acquisition 04/06/2013 Share Buy- Back 30/07/2013 Acquisition 17/07/2013 IBO Energy Marketing Business of Hess Corp, USA (from Centrica Plc,Windsor) Reckitt Benickser Group Plc, Slough Systagenix Wound Management Ltd, Gatwick Inenco Group Ltd, Borehamwood Direct Energy, USA Kinetics Corp, USA 316 Private Group led by Vitruvian Partners & Intermediate Capital 15/07/2013 Acquisition Syntaxin Ltd, Abingdon Ipsen SA, France /05/2013 Acquisition 05/09/ Q Q Q Q Q Q1 Minority Stake Cabot Credit Management, West Malling GNL Quintero, Chile (from BG Group Plc, Reading) Number of Deals Total ( M) 100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10, Encore Capital Group Inc, USA 128 Terminal de Valparaiso, Spain 112 Deal value for the first nine months in 2013 saw a sharp rise to a total of 100.7bn, which represented a 250% increase on the GB 28.7bn worth of deals recorded during the corresponding period of This can largely be attributed to Vodafone Group Plc s $130bn sale of its US joint venture Verizon Wireless to joint venture partner Verizon Communications Inc. This was the second largest transaction in British corporate history, after Vodafone Group predecessor Vodafone Airtouch s purchase of Mannesman AG for US$203bn in However, the total volume of deals during the same period dropped by 18%, from 616 to 507. In value terms, the South East accounted for 47.5% of the UK total, and contributed just over 15% of UK transaction volume. Shoosmiths was the most active legal adviser in YTD 2013, as they were in 2012, having worked on 20 deals. Meanwhile, both Slaughter and May and Davis Polk & Wardell advised on deals totalling more than GB 85bn. The most active financial advisor was WH Ireland, which advised on 15 deals, just ahead of Grant Thornton on 13. Goldman Sachs topped the value league table, acting on deals worth a total of 91bn, with a further six advisors working on deals in excess of 80bn. As in the first nine months of 2012, the manufacturing sector was responsible for most deals (170), although deal volume in the sector did fall from 225 in Large deal ( 100m and above) value experienced a large increase in YTD 2013, mainly due to the aforementioned Vodafone deal. However, the volume of deals in this category did fall, from 43 to 28. The volume of mid-market deals also declined (from 102 to 69, a 32% drop). In value terms this fell from 3.5bn to 2.2bn, a 38% decline. Deals with a value between 500,000 and 10m fell by 31%, from 142 to 98. This resulted in a fall in the overall value of small deals from 479m to 357m. Deal Review and Advisor League Tables YTD

10 Any South East Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 1 SHOOSMITHS PINSENT MASON DLA PIPER OLSWANG GATELEY EVERSHEDS HOGAN LOVELLS DWF CMS JONES DAY 8 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 - DAVIS POLK & WARDELL 85, SLAUGHTER & MAY 85, WEIL GOTSHAL & MANGES 84, JONES DAY 84, MACFARLANES 84, SIMPSON THATCHER & BARTLETT 84, DE BRAUW BLACKSTONE WESTBROEK 83, DEBEVOISE & PLIMPTON 83, WATCHELL LIPTON ROSEN & KATZ 83, HENGELLER MUELLER 6,715 YTD 2013 YTD 2012 Financial Advisor Volume 1 - WH IRELAND GRANT THORNTON CENKOS SECURITIES NUMIS SECURITIES MORGAN STANLEY KPMG N+1 SINGER RSM TENON BDO BANK OF AMERICA MERRILL LYNCH 6 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 7 GOLDMAN SACHS 91, UBS 90, JP MORGAN 85, BARCLAYS 85, MORGAN STANLEY 84, BANK OF AMERICA MERRILL LYNCH 84, GUGGENHEIM SECURITIES 83, PERELLA WEINBERG PARTNERS 6, LAZARD 1, NUMIS SECURITIES 1,082 Deal Review and Advisor League Tables YTD

11 South West M&A Activity Number of Deals Total ( M) 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 Announced Deal Type Target Bidder Deal Value ( m) 11/03/2013 Rights Issue St James's Place Plc, Cirencester /05/2013 Divestment St James's Place Plc, Cirencester /06/2013 Acquisition Sunseeker International Dalian Wanda Group Co Ltd, Poole Ltd, China /04/2013 IBO Oasis Healthcare Ltd, Bristol Bridgepoint, Bristol /07/2013 Acquisition FBS Ltd, Basingstoke Cobham Plc, Wimbourne /09/2013 Minority British Land Company Plc, SouthGate, Bath Stake London /05/2013 Acquisition Axell Wireless Ltd, Chesham Cobham Plc, Wimbourne 85 03/09/2013 Acquisition Actix International Ltd, London Amdocs Ltd, Guernsey 77 20/05/2013 Flotation GCP Student Living PLC, Exeter 70 14/02/2013 Acquisition Dolphin Centre, Poole Legal & General Property Ltd, London 58 0 During 2013 the South West of England remained consistent in terms of M&A and ECM activity compared to the same period of There were exactly 247 transactions announced during YTD 2013 and YTD 2012, suggesting that despite the drop at the end of 2012, South West deal activity has remained robust so far in this year. Although values failed to retain the high levels witnessed during YTD 2012 (with a drop of 93% to a total figure of 2.53bn), this drop is predominately down to the massive Glencore / Xtrata tie up from 2012 and a comparison with YTD 2011 shows an increase in deal volume of 18% and a decrease of only 19% in total deal value. There was a South Western element in 7.4% of all UK deals, and the region contributed just under 1.2% to the total value of UK transactions. Ashfords was the leading legal advisor by volume with eight assists, while Burges Salmon was top of the value tables, by virtue of five transactions with a total value of 274m. Meanwhile, the most active financial advisors in the region were PWC and Grant Thornton each working on five transactions, although PWC had the higer total value with 189m. In terms of value Bank of America Merrill Lynch was the leading financial advisor with GB 450m worth of deals. There were 10 industries that witnessed growth in volume in the South West from YTD 2012 to YTD Manufacturing increased by 11% to 88 transactions and there was also a strong performance from the construction sector, which increased by 69% from 13 transactions in YTD 2012 to 22 so far this year. Unsurprisingly the majority of the value was found in the Financial Services sector, with a total value of 1.7bn. Six large ( 100m plus) deals were announced in YTD 2013, down 25% from YTD 2012 s total of eight transactions. Mid-market ( 10m - 100m) deal activity was down by 22% in volume, while the value of deals dropped by only 3%. The statistics for the small market ( 500,000-10m) paint a different picture, with increases in both volume and value. The volume of transactions rose by 4% up to 50 and the total value was up by 14% to 152m. Deal Review and Advisor League Tables YTD

12 Any South West Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 3 ASHFORDS MICHELMORES OSBORNE CLARKE BURGES SALMON DLA PIPER PINSENT MASONS JONES DAY ADDLESHAW GODDARD FOOT ANSTEY DWF 4 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 - BURGES SALMON 274 2* 7* FRESHFIELDS BRUCKHAUS DERINGER 255 2* - WHITE & CASE 255 4* - A & L GOODBODY 185 4* - CLIFFORD CHANCE 185 4* 1 LINKLATERS 185 4* - SJ BERWIN ROPES & GRAY BRABNERS ALLEN & OVERY 112 YTD 2013 YTD 2012 Financial Advisor Volume 1 10 PWC GRANT THORNTON 5 3 6* BDO SANLAM SECURITIES DC ADVISORY KPMG CENKOS SECURITIES DELOITTE CANACCORD GENUITY FINNCAP 3 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 9 BANK OF AMERICA MERRILL LYNCH DC ADVISORY KPMG ROTHSCHILD PWC JAMIESON RAYMOND JAMES & ASSOCIATES CENKOS SECURITIES DELOITTE * CANACCORD GENUITY 47 Deal Review and Advisor League Tables YTD

13 East Anglia M&A Activity There were 238 M&A and ECM transactions recorded in the East Anglia area in Number of Deals Total ( M) 9,000 8,000 7,000 6,000 5,000 4,000 3,000 the first three quarters of 2013, representing a decline of 13.1% from the 274 deals recorded during the same period in Meanwhile, the overall value of deals declined by approximately 13%, from 5.4bn in 2012 to 4.7bn in Approximately 7.2% of all UK deals had an East Anglian element in YTD 13, while the region contributed just 2.2% to the UK's total deal value. BDO was the most active financial advisor, with an involvement in nine transactions in YTD 2013, while Bank of America Merrill Lynch topped the ranking in terms of deal value with one transaction worth 1.1bn. Shoosmiths was the leading legal advisor by volume with 12 assists, whilst A&L Goodbody topped the table in terms of value advising on transactions worth 1.448bn in all. 40 2,000 The manufacturing industry was the most active sector in East Anglia during the Q Q Q Q Q Q1 1,000 0 first nine months of 2013, accounting for over 31% of all transactions by target activity; there was also brisk activity in the wholesale, retail and repair industry, followed by professional and business activities. The financial services industry was East Anglia s most valuable sector (with 2.3bn worth of deals), far in advance of the property segment (next most valuable at 1.4bn). Announced Deal Type Target Bidder Deal Value ( m) 20/02/13 Acquisition Irish Life, Ireland Canada Life Ltd, Potters Bar 1,139 13/02/13 Divestment Tesco Property Portfolio /08/13 Acquisition London Luton Airport Group Ltd, Luton Consortium led by AENA SA and Axa Private Equity 27/08/13 Acquisition Amplimmune Inc, USA Medimmune Ltd, Cambridge /07/13 Acquisition Belfast International Airport Holdings Ltd, registered in Luton Inenco Group Ltd, Registered in Borehamwood Last Mile Developments Ltd, Hatfield ADC & HAS Airports Worldwide, USA 19/02/13 IPO Countrywide Plc, Chelmsford /03/13 Acquisition May Gurney Integrated Services Plc, Norwich Kier Group Plc, Sandy /02/13 IBO Countryside Properties Plc, Private Group led by Oaktree Brentwood Capital 165 Private Group led by Vitruvian 17/07/13 IBO Partners and Intermediate 140 Capital 17/05/13 Acquisition Wm Morrison Supermarkets Plc, Bradford Ten large deals have been announced in YTD 2013, an increase of 25% on YTD 2012 s total of eight transactions. Large deal values were slightly down from 3.54bn to 3.52bn over the same period. Mid-market deal activity fell sharply; 31 transactions were announced, down by 40.4% from the 52 deals announced in Meanwhile, the aggregate value of mid-market deals fell from 1.585bn to 997m, a drop of 37.1%. Small deals fell by 37% in volume (from 73 to 46 transactions), while their aggregate value fell by 31.4% (from 239m to 164m). Deal Review and Advisor League Tables YTD

14 Any East Anglian Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 3 SHOOSMITHS EVERSHEDS PINSENT MASONS MILLS & REEVE BIRKETTS LLP SQUIRE SANDERS NABARRO TRAVERS SMITH JONES DAY DWF 4 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 - A & L GOODBODY 1,448 2* - HERBERT SMITH FREEHILLS 1,139 2* - MATHESON 1, FRESHFIELDS BRUCKHAUS DERINGER CLIFFORD CHANCE SLAUGHTER AND MAY COVINGTON & BURLING HOGAN LOVELLS 322 9* - OMELVENY & MYERS LLP 224 9* - VINGE 224 9* - PAUL WEISS RIFKIND WHARTON & GARRISON LLP 224 YTD 2013 YTD 2012 Financial Advisor Volume 1 - BDO GRANT THORNTON FINNCAP KPMG RSM TENON NUMIS SECURITIES PWC N+1 SINGER CENKOS SECURITIES BAKER TILLY 3 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 2 BANK OF AMERICA MERRILL LYNCH 1, CITIGROUP AZ CAPITAL HSBC NUMIS SECURITIES CANACCORD GENUITY 227 7* - CREDIT SUISSE 224 7* 3 GOLDMAN SACHS 224 9* - JP MORGAN 221 9* - PEEL HUNT 221 Deal Review and Advisor League Tables YTD

15 Midlands M&A Activity Announced Deal Type Target Bidder 03/05/2013 Minority Stake 05/08/2013 Acquisition Bullring Shopping Centre, Birmingham Avelo FS Holdings Ltd, Warwick 20/06/2013 IBO Marelli Overseas Ltd, Alcester 03/05/2013 Acquisition WCL Services Ltd, London 01/05/2013 Acquisition 07/03/2013 Divestment 05/09/2013 Acquisition 26/02/2013 Divestment 19/05/ Secondary Buy-Out 11/09/2013 IBO 0 Number of Deals Total ( M) 2008-Q Q Q Q Q Q1 Truth Hardware Corp, USA (from Melrose Industries Plc, Arden) National Express Group Plc, Birmingham Lifestyle Services Group Ltd, Newcastle under Lyme Sports Direct International Plc, Shirebrook Tyrrell's Potato Crisps Ltd, Leominster Whitworths Ltd, Wellingborough Canada Pension Plan Investment Board, Canada IRESS Market Technology Ltd, Australia Private Group led by The Carlyle Group, England Nord Anglia Education Ltd, Burton-Upon-Trent Deal Value ( m) Deal Review and Advisor League Tables YTD Tyman Plc, London Assurant Inc, USA 102 Private Group led by Investcorp 12,000 10,000 8,000 6,000 4,000 2, Equistone Partners 90 0 There was a total of 416 M&A and ECM deals with an involvement in the Midlands over the first three quarters of 2013, representing a decline of 13.2% on the corresponding period of The total value figure of 3.9bn represented a more significant decrease of 74% from the total of 14.9bn recorded during the first nine months of The adjacent chart illustrates that was the quietest quarter so far of 2013 for business activity. In terms of the overall UK picture, 12.5% of deals featured a Midlands aspect, which was the highest proportion outside of the traditionally dominant Greater London and South East regions. However, the Midlands region contributed a more modest 1.8% of total value, due to a relative lack of high-value deals in comparison with certain other regions. The sale of a stake in the Bullring shopping centre to The Canada Pension Plan Investment Board for 307m was the largest transaction of the year to date. Gateley was the most active legal advisor in the Midlands region with a contribution to a total of 29 transactions, followed by Eversheds (16 deals), DLA Piper and DWF (each with 14). Herbert Smith Freehills advised on the highest aggregate deal value, with involvement in deals worth a total of 360m. In the realm of financial advisors, Grant Thornton once again topped the volume list with 12 transactions, while Citigroup has advised on 405M worth of deals, the highest total of the review period. The Manufacturing sector remains important in the Midlands and this industry had an involvement in almost one fifth (19.1%) of all recorded transactions. Wholesale, Retail and Repair and Professional and Business Activities were the next most popular categories and this top three accounted for more than half of the region s overall transaction market. A total of 11 recorded deals featured a value higher than 100m, which was down 38.9% on 18 recorded in the equivalent period of the previous year. Mid-market transactions ( 10m- 100m) were also down to a total of 40 transactions for the first three quarters of 2013, from 58 deals in The number of small-valued transactions (below 10m) increased slightly to reach 64 for YTD 2013 with total value also up in this category by 6.6% to reach 193m.

16 Any Midlands Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 2 GATELEY EVERSHEDS DLA PIPER DWF SHOOSMITHS HIGGS & SONS BROWNE JACOBSON PINSENT MASONS SQUIRE SANDERS TRAVERS SMITH 7 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 - HERBERT SMITH FREEHILLS SIMPSON THACHER & BARTLETT JONES DAY TRAVERS SMITH CMS EVERSHEDS LATHAM & WATKINS DLA PIPER DWF PINSENT MASONS 129 YTD 2013 YTD 2012 Financial Advisor Volume 1 1 GRANT THORNTON RSM TENON BDO KPMG N+1 SINGER BAKER TILLY BCMS CORPORATE COOPER PARRY PWC ROTHSCHILD 5 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 - CITIGROUP 405 2* - ARMA PARTNERS 210 2* - LINCOLN INTERNATIONAL STAMFORD PARTNERS 190 5* - BANCA IMI / INTESA SANPAOLO 181 5* - NOMURA INTERNATIONAL INVESTEC HSBC CANACCORD GENUITY ROTHSCHILD 129 Deal Review and Advisor League Tables YTD

17 Yorkshire M&A Activity Announced Deal Type Target Bidder 19/08/13 Acquisition 11/02/13 Acquisition 17/05/13 Acquisition Thornton & Ross Ltd, Huddersfield Rosemont Pharmaceuticals Ltd, Leeds Last Mile Developments Ltd, Hatfield STADA Arzneimittel AG, Germany Deal Value ( m) 221 Perrigo Co, USA 180 Wm Morrison Supermarkets Plc, Bradford 13/09/13 Acquisition Ascribe Group Ltd, Bolton EMIS Group Plc, Leeds /01/13 Acquisition Yew Holdings Ltd, Beverley Dignity Plc, Sutton Coldfield 58 21/05/13 31/05/13 Venture Capital Secondary Buy-Out 19/04/13 Acquisition Maria Mallaband Care Group Ltd (MMCG), Leeds AFI-Uplift Ltd, Wakefield Fredericks Dairies Ltd, Skelmersdale Private Group led by Rutland Partners R&R Ice Cream UK Ltd, Northallerton 28/02/13 Rights Issue Severfield-Rowen Plc, Thirsk 48 10/06/ Q Q Q Q Q Q1 Management Buy-Out Trustmarque Solutions Ltd, York Number of Deals Total ( M) Private Group led by the Management 4,000 3,500 3,000 2,500 2,000 1,500 1, There were 267 M&A and ECM transactions recorded in the Yorkshire area in the first three quarters of 2013, representing an increase of 6.4% from the 251 deals recorded during the same period in Meanwhile the overall value of deals also increased (by 31.6%, from 1.257bn in 2012 to 1.653bn in 2013). M&A activity in Yorkshire has been boosted by a boom in inward investment in YTD 2013, with the number of foreign acquirors up by 48% on YTD 2012 the region s top deal by value, Huddersfield--based Thornton & Ross s 221m acquisition by German pharma concern STADA Arzneimittel being a case in point in. Approximately 8% of all UK deals had a Yorkshire element so far this year, while the region contributed just under 1% to the UK's total deal value. BDO was the most active financial advisor, with an involvement in eleven transactions in YTD 2013, whilst Deloitte topped the ranking in terms of deal value with seven deals worth 201m. DLA PIper was the leading legal advisor by volume with 13 assists, whilst Eversheds topped the table in terms of value, advising on transactions worth 278m. The manufacturing industry was the principal driver of deal volume in Yorkshire during the first nine months of 2013, accounting for almost 24% of all transactions by target activity; the next most active sectors were the wholesale, retails and repair industry, followed by professional and business activities. The manufacturing industry was also Yorkshire s most valuable sector (with 765m worth of deals), far in advance of the wholesale, retails and repair industry segment (next most valuable at 567m). Four large deals were announced over YTD 2013, up from YTD 2012 s total of two transactions. Large deal values also increased significantly by 75.2%, from 386m in 2012 to 676m over the same period. Mid-market deal activity slightly increased; 29 transactions were announced, a rise of 11.5% from the 26 deals announced in Meanwhile, the aggregate value of mid-market deals rose from 770m to 842m, an increase of 9.4%. Small deals fell by 7% in volume (from 43 to 40 transactions), but their aggregate deal value rose by 33.7% (from 101m to 135m). Deal Review and Advisor League Tables YTD

18 Any Yorkshire Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 3 DLA PIPER WALKER MORRIS GORDONS LLP SQUIRE SANDERS PINSENT MASONS IRWIN MITCHELL DWF HLW KEEBLE HAWSON EVERSHEDS ADDLESHAW GODDARD 6 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 - EVERSHEDS SIMCOCKS WRAGGE & CO ASHURST 155 5* - SJ BERWIN 140 5* - CLIFFORD CHANCE SLAUGHTER AND MAY DLA PIPER SQUIRE SANDERS ADDLESHAW GODDARD 70 YTD 2013 YTD 2012 Financial Advisor Volume 1 2 BDO KPMG DELOITTE GRANT THORNTON CENKOS SECURITIES ROTHSCHILD N+1 SINGER NUMIS SECURITIES DC ADVISORY SENTIO CORPORATE FINANCE 4 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 3 DELOITTE ROTHSCHILD 180 3* - LINCOLN INTERNATIONAL 140 3* - ROBERT W BAIRD & CO PANMURE GORDON CORPORATE FINANCE 90 6* 6 BDO 81 6* - CENKOS SECURITIES ALTIUM CAPITAL NUMIS SECURITIES DC ADVISORY 69 Deal Review and Advisor League Tables YTD

19 North West M&A Activity Announced Deal Type Target Bidder Deal Value ( m) 30/04/2013 Acquisition Hindustan Unilever Ltd, India Unilever Plc, Port Sunlight 3,509 21/01/2013 Acquisition Stansted Airport Ltd, Stansted 03/01/2013 Acquisition 01/03/2013 Acquisition 21/02/2013 Acquisition 18/09/2013 Rights Issue 13/02/2013 Acquisition 17/07/2013 IBO 08/03/2013 Acquisition 05/09/2013 Acquisition Q Q Q Q Q Q1 Skippy Peanut Butter Business of Unilever Plc, USA William Hill Online, England (from Playtech, Isle of Man) Enterprise Group Holdings Ltd, Preston Manchester United Plc, Manchester One Angel Square, London (from Co-operative Group, Manchester) Inenco Group Ltd, Lytham St Annes Computer Software Holdings Ltd, Knutsford Lifestyle Services Group Ltd, Crewe Manchester Airport Group Plc Manchester 1,500 Hormel Foods Corp, USA 432 William Hill Plc, England 424 Ferrovial SA, Spain 385 RREEF Alternative Investments, USA Number of Deals Total ( M) Private Group led by Vitruvian Partners and Intermediate Capital Advanced Computer Software Group Plc, England 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1, Deal Review and Advisor League Tables YTD Assurant Inc, USA 102 Transaction volume in the North West was down by 10% so far this year against the same period of 2012 (from 449 to 402 deals), after a stuttering performance in the third quarter. However, transaction value has seen a significant increase, from 3.6bn in YTD 2012 to 8.5bn so far this year. This pattern, set in the early part of the year by the 1.5bn purchase of Stansted Airport by the Manchester Airport Group and Unilever s US$5.4bn offer to acquire Indian subsidiary Hindustan Unilever, has continued into the third quarter; the aggregate value of deals in was 1.4bn, up by 73.3% on the 808m worth of transactions recorded in There was a North West element in 12.1% of UK deals in YTD 2013, while the region contributed just over 4% of the country s aggregate value. North West firm Brabners has been the most active legal advisor so far this year, with an involvement in 27 deals, followed by Gateley (25) and DWF (19); Linklaters topped the value table, with deals worth almost 3.6bn. Meanwhile, KPMG maintained its ranking as the North West s most active financial advisor with eleven deals, and Citigroup s 3.9bn worth of transactions topped HSBC s 3.5bn to lead the value ranking deal flow in the North West has been driven by Manchester-based companies with 61 transactions in total, more than double the next most active hotspots of Warrington (27 deals) and Liverpool (20). The manufacturing sector accounted for 27% of deals and there was also strong performance in professional services (5% of deals), including the 140m buy-out of energy consultancy Inenco Group, the largest M&A deal in. The North West has seen growth in the large deals ( 100m plus) value segment so far in 2013; eleven large deals were announced up from YTD 2012 s total of eight transactions. Large deal values also increased sharply (from 2bn in YTD 2012 to 7.1bn over the same period this year) Mid-market ( 10m to 100m) deal activity was down by 13.6% (from 44 to 38 deals), while their value remained relatively static at 1.2bn. Meanwhile, the number of small deals ( 500,000 to 10m) fell by 36.4% in volume (from 107 to 68 transactions), and their aggregate deal value fell from 356m to 195m.

20 Any North West Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 1 BRABNERS GATELEY DWF SQUIRE SANDERS ADDLESHAW GODDARD TURNER PARKINSON DLA PIPER PINSENT MASONS HILL DICKINSON BERMANS 11 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 - LINKLATERS 3, FRESHFIELDS BRUCKHAUS DERINGER 1, HERBERT SMITH FREEHILLS 1, SLAUGHTER AND MAY 1, BURGES SALMON 1, BERWIN LEIGHTON PAISNER PINSENT MASONS CRAVATH SWAINE & MOORE FAEGRE BAKER DANIELS MAYER BROWN 432 YTD 2013 YTD 2012 Financial Advisor Volume 1 8 KPMG PWC BDO GRANT THORNTON DOW SCHOFIELD WATTS RSM TENON DELOITTE INVESTEC ROTHSCHILD ZEUS CAPITAL 4 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 - CITIGROUP 3, HSBC 3, * GLEACHER SHACKLOCK 1, ING 1, * BARCLAYS INVESTEC CANACCORD GENUITY LAZARD ROTHSCHILD DC ADVISORY 210 Deal Review and Advisor League Tables YTD

21 North East M&A Activity 90 Number of Deals Total ( M) Q Q Q Q Q Q1 A healthy increase of 17.9% left the total number of transactions involving the 6,000 North East region at 125 for YTD Total deal value fared even better, with an increase to 1.4bn from 0.8bn for the corresponding period of ,000 Figures for the third quarter of 2013 have been particularly strong in the North East region, with 48 recorded deals representing the highest total since 2008 and constituting the fifth successive quarter of growth. A total of 3.8% of all UK 4,000 deals had a North East element, up from 2.9% in YTD 2012 and the region contributed 0.6% of total UK value. 3,000 The most prolific legal advisor in the region was Ward Hadaway, which advised 2,000 on 17 transactions in total, just ahead of Muckle LLP on 15. Pinsent Masons advised on the highest total of transactions at 350m, which was well ahead of 1,000 Sintons ( 62m) and Walker Morris ( 42m) in second and third place, respectively. An involvement in 10 recorded transactions ensured that Tait 0 Walker Corporate Finance was the most active financial advisor, although HSBC and JP Morgan jointly topped the value table with both companies advising on deals worth an aggregate of 259m. Announced Deal Type Target Bidder Deal Value ( m) 22/01/2013 Acquisition 06/06/2013 Rights Issue 17/09/2013 Acquisition 11/09/2013 Acquisition Residential UK Property Portfolio Grainger Plc, Newcastle 350 Sage Group Plc, Newcastle 259 Silverlink Shopping Park, Newcastle Trinity Medical Developments Ltd, Sunderland Crown Estate, London 131 Assura Group Ltd, England 62 05/04/2013 Acquisition HMV Group Plc, London Hilco UK Ltd, Middlesbrough 50 17/07/2013 Acquisition 17/04/2013 Rights Issue 21/05/2013 Acquisition 15/02/2013 IBO 10/07/2013 Venture Capital Hillstreet Shopping Centre, Middlesbrough Hargreaves Services Plc, Durham Albert Farnell Ltd, Manchester Portfolio of Four Subsidiaries of Sage Group Plc, Newcastle Nigel Frank International Ltd, Newcastle LVS II Lux IV Sarl, Luxembourg Vertu Motors Plc, Gateshead 31 Private Group Led by Argos Soditic, France The Manufacturing industry was most commonly involved in North East deals, with representation in 43 overall. This was closely followed by Professional Business Activities (35 deals) and Wholesale, Retail and Repair (also 35) sectors. A total of three large-valued (over 100m) transactions were recorded in the first nine months of 2013, up from two in YTD The total value of 739.5m for this category in YTD 2013 was up by an impressive 116.4% from the equivalent period of However, Mid-market transactions ( 10m- 100m) were down to a total of 40 transactions for the first three quarters of 2013, from 58 deals in The number of small-valued transactions (below 10m) increased slightly to reach 64 for YTD 2013 with total value also up in this category by 6.6% to reach 193m. Deal Review and Advisor League Tables YTD

22 Any North East Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 3 WARD HADAWAY MUCKLE WATSON BURTON SQUARE ONE LAW SINTONS BOND DICKINSON PINSENT MASONS EVERSHEDS SHOOSMITHS WALKER MORRIS 2 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 5 PINSENT MASONS SINTONS WALKER MORRIS ASHURST BOND BERWIN LEIGHTON PAISNER 31 7* - ALLEN & OVERY 29 7* - ARSENE TAXAND 29 7* - CUATRECASAS GONCALVES PEREIRA 29 7* - MARVELL AVOCATS 29 7* - MCDERMOTT WILL & EMERY 29 YTD 2013 YTD 2012 Financial Advisor Volume 1 2 TAIT WALKER CLIVE OWEN GRANT THORNTON BDO PANMURE GORDON FINNCAP EY WH IRELAND 3 9* - BTG CORPORATE FINANCE 3 9* 4 KPMG 3 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1* - HSBC 259 1* - JP MORGAN LIBERUM CAPITAL ORIEL SECURITIES CENKOS SECURITIES N+1 SINGER PANMURE GORDON FINNCAP ESPIRITO SANTO EY 29 Deal Review and Advisor League Tables YTD

23 Wales M&A Activity Number of Deals Total ( M) 3,000 2,500 Deal volume in Wales for the first nine months of 2013 fell from 119 to 95, representing a fall of 20.1%. In value terms this reduced from 2.9bn to 304m, an 89.5% decline. Less than 3% of all UK deals had Welsh involvement in YTD 2013, a slight fall from 3.3% in 2012, to 2.85%. In value terms, Welsh deals 40 2,000 contributed 0.15% of the overall UK total, declining from the 1.6% contribution made in the same period in Announced Deal Type Target Bidder Deal Value ( m) 27/03/2013 Acquisition Cardiff International Airport Welsh Government, Cardiff 52 31/05/ Secondary buyout Access Rental Gulf, Dubai Private Group led by Rutland Partners 09/01/2013 Acquisition Kopin Wireless, USA IQE Plc, Cardiff 46 07/08/2013 IBO 18/07/2013 Acquisition Johnson Workplace Management Ltd, Runcorn / Pontypridd Two Retail Warehouses in Cardiff & Milton Keynes 08/05/2013 Acquisition Helmont House, Cardiff 50 Bell Rock Bidco, London 32.2 LondonMetric Property Plc, London Bishopgate Longterm Property Unit Trust Fund 28/02/2013 Acquisition Livwell Ltd, Cardiff Genius Foods Ltd, Edinburgh 21 16/05/2013 Acquisition Cineworld Cinema, Cardiff 12/08/2013 Acquisition 30/07/2013 Acquisition Q Q Q Q Q Q1 Lewis Civil Engineering Ltd, Bridgwater, trading in Cardiff Carmarthen & Pumsainrthent Farmers Ltd, Carmarthen Henderson Global Investors Ltd, London Renew Holdings Plc, Aberford 8 Wynnstay Group Plc, Llansantffraid ym Mechain 1,500 1, The most active legal adviser was Acuity Legal, which advised on four deals. Freeth Cartwright, Darbys, Taylor Wessing and Addleshaw Goddard all worked on deals totalling GB 50m. Grant Thornton were the most active financial advisor, as it was in YTD 2012, advising on four deals, just ahead of Deloitte, KPMG and PWC which all worked on three. In value terms, Deloitte worked on deals totalling 57.9m, with KPMG second with 52m. One of the largest deals involved a Welsh company acquiring a foreign firm, with IQE Plc s 46.2m purchase of US based Kopin Wireless. In, Pontypridd-based Johnson Workplace Management Ltd, a unit of Johnson Service Group, was acquired by Lyceum Capital vehicle Bell Rock Bidco for 32m. The manufacturing sector accounted for around 50% of all activity in YTD 2013, with 49 deals, down from 59 in YTD One area that did see a large increase was the social and personal services sector, which was involved in 18 deals in 2013, up from nine in There were no large deals for the first nine months of 2013 in Wales. During the same period in 2012, there were three large deals worth a total of 2.4bn. Mid- market activity also fell slightly, decreasing from eleven deals in YTD 2012 to nine for YTD There was also a decrease in the total value of these deals, from 445.2m to 281.3m. There were 16 small deals with a value of between 0.5m and 10m. This was down from 29 deals in the first nine months of The aggregate value of small deals also fell, from 85.25m to 40.8m. Deal Review and Advisor League Tables YTD

24 Any Wales Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 8 ACUITY LEGAL GELDARDS ADDLESHAW GODDARD FREETH CARTWRIGHT TRAVERS SMITH BRABNERS DLA PIPER DARBYS TAYLOR WESSING BERWIN LEIGHTON PAISNER / HILL DICKINSON 1 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1* - ADDLESHAW GODDARD 50 1* - FREETH CARTWRIGHT 50 1* - DARBYS 50 1* - TAYLOR WESSING ACUITY LEGAL 47 6* - TRAVERS SMITH 32 6* - BERWIN LEIGHTON PAISNER 32 6* - HILL DICKINSON HUGH JAMES NABARRO 3 YTD 2013 YTD 2012 Financial Advisor Volume 1 1 GRANT THORNTON DELOITTE KPMG PWC SHORE CAPITAL HAZLEWOODS DC ADVISORY CANACCORD GENUITY INVESTEC CENKOS SECURITIES / STAMFORD PARTNERS 1 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 - DELOITTE KPMG DC ADVISORY CANACCORD GENUITY PWC INVESTEC CENKOS SECURITIES STAMFORD PARTNERS SHORE CAPITAL NUMIS SECURITIES 8 Deal Review and Advisor League Tables YTD

25 Scotland M&A Activity Q1 Number of Deals Total ( M) 2009-Q Q Q Q Q1 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 Announced Deal Type Target Bidder Deal Value ( m) 17/09/2013 Divestment Lloyds Banking Group Plc, Edinburgh 3,200 20/08/2013 Acquisition Portfolio of 315 Royal Bank of Scotland Branches W&G Investments Plc, London 1,500 18/02/2013 Acquisition Portfolio of 42 Hotels, England Abu Dhabi Investment Authority, (sold by RBS, Edinburgh) Abu Dhabi /09/2013 Divestment Direct Line Insurance Group Plc, Bromley (sold by RBS, 630 Edinburgh) 20/05/2013 Rights Issue FirstGroup Plc, Aberdeen /03/2013 Divestment St James's Place Plc, Cirencester (sold by Lloyds 519 Banking Group Plc, Edinburgh) 12/03/2013 Divestment Direct Line Insurance Group Plc, Bromley (sold by RBS, 507 Edinburgh) 22/05/2013 Divestment St James's Place Plc, Cirencester (sold by Lloyds 450 Banking Group Plc, Edinburgh) 16/07/2013 Acquisition Reservoir Group Ltd, Aberdeen ALS Ltd, Australia /04/2013 Rights Issue Lloyds Banking Group Plc, Edinburgh The total of 306 deals with Scottish involvement recorded during the first nine months of 2013 represents a slight decrease of 1.6% on the equivalent figure from The total value figure of 12.2bn was down by a more significant 22.8% from the previous year s total of 15.8bn. The largest valued transaction seen to date in Scotland is the recent divestment of a stake in Lloyds Banking Group plc by the UK Government, which was valued at 3.2bn. In value terms, Scotland contributed to 5.8% of all UK values, which was the highest proportion outside of the London and South East regions. Scotland also contributed to a significant 9.2% of all transaction volumes. Maclay Murray & Spens rose to the top of the Legal Advisor Table in volume terms as the firm advised on a total of eight deals in the region. This was ahead of Slaughter & May (five deals) and DLA Piper (also five). Slaughter & May was the undisputed leader in value terms advising on transactions worth a total of 4bn. JP Morgan was the most active financial advisor in Scotland, with an involvement in 10 deals overall, and was also the top financial advisor in value terms with involvement in deals worth 4.3bn overall, ahead of Bank of America Merrill Lynch ( 3.9bn) and UBS ( 3.4bn). With an involvement in 40% of all transactions, Financial Services is by far the most important industry in the Scottish deals market, followed by the Wholesale, Retail and Repair and Manufacturing sectors. The first three quarters of 2013 have seen 22 transactions valued at over 100m, which is a slight increase from the 21 seen at the equivalent stage of The Mid-market transaction segment ( 10m- 100m) suffered during the first nine months of 2013 with both volumes and value down by approximately 30% on The Small valued category (below 10m) has fared particularly well in Scotland in YTD 2013, with volumes increasing by 20.2% to reach 155. Meanwhile, total value also increased, reaching 303.4m for the review period, up by 16.7% on the equivalent period of Deal Review and Advisor League Tables YTD

26 Any Scotland Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 4 MACLAY MURRAY & SPENS SLAUGHTER AND MAY DLA PIPER PINSENT MASONS DWF HERBERT SMITH FREEHILLS ADDLESHAW GODDARD MACFARLANES DUNDAS & WILSON GATELEY 3 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 7 SLAUGHTER AND MAY 4, MOURANT OZANNES PAUL WEISS RIFKIND WHARTON & GARRISON LINKLATERS LG DLA PIPER MINTER ELLISON 362 8* - BAKER & MCKENZIE 352 8* - BLACKWOOD PARTNERS 352 8* - VINSON & ELKINS 352 YTD 2013 YTD 2012 Financial Advisor Volume 1 - JP MORGAN ANDERSON ANDERSON & BROWN SIMMONS & CO KPMG GOLDMAN SACHS GRANT THORNTON JOHNSTON CARMICHAEL PWC EY BDO 4 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 - JP MORGAN 4, BANK OF AMERICA MERRILL LYNCH 3, UBS 3, LAZARD 3, GOLDMAN SACHS MORGAN STANLEY SIMMONS & CO KPMG GRANT THORNTON CENKOS SECURITIES 231 Deal Review and Advisor League Tables YTD

27 Northern Ireland M&A Activity Announced Deal Type Target Bidder 02/08/2013 Secondary Buy-out 06/02/2013 Acquisition Carmel Capital II Sarl, Luxembourg (Main subsidiary is Phoenix Natural Gas Ltd) Portfolio of UK Wind Farms, Northern Ireland/Scotland Private Group led by Hastings Funds Management Greencoat UK Wind Plc, England Deal Value (GB m) 01/05/2013 Acquisition Aepona Ltd, Belfast Intel Corp, USA 77 14/02/2013 Acquisition Northgate Managed Services Ltd, Newtonabbey 09/05/2013 Acquisition Datong Plc, England Flexfilm Ltd, England 30/04/2013 Acquisition (including Jordan Plastics Ltd, 19/03/ Q1 Venture Capital 2009-Q Q Q Q Q1 Craigavon) Galgorm Renewables Ltd, Ballymena Number of Deals Total ( M) 1,200 1,000 There were 32 M&A and ECM transactions announced in Northern Ireland area during YTD 2013, representing a decline of 24% from the 42 deals announced in the corresponding period of The deals were worth GB 1.02bn in total down from 1.23bn in YTD 2012, showing a fall of 17%. The 700m purchase of Carmel Capital II Sarl - whose main subsidiary is Phoenix Natural Gas Ltd - was the sole 500m plus deal announced in and also the YTD. Approximately 0.96% of all UK deals had a Northern Ireland element, while the region contributed 0.48% to the UK's total value. Horwood & Holmes was the most active financial advisor, with an involvement in five transactions in YTD2013, while RSM Tenon Corporate Finance topped the ranking in terms of deal value with 65m worth of deals. A&L Goodbody was the leading legal advisor by volume and value with five assists worth slightly less than 982m. So far in 2013, deal flow in Northern Ireland has been fuelled by manufacturing (12 deals), along with strong performance from its burgeoning IT sector (ten deals worth 154m in total, including Intel Corp s purchase of Belfast cloud computing firm Aepona back in May). Electricity, Gas and Water Supply was the most valuable sector, with 840m worth of deals in aggregate Hasting Funds Management s 700m buy-out of natural gas distribution and gas service business Phoenix Natural Gas in August was the largest Northern Irish deal of the year so far. Two large ( 100m plus) deals were announced in YTD 2013, down by 50% on YTD2012 s total of four transactions. Large deal values were down from 963m in YTD2012 to 840m over the last period. Mid-market ( 10m - 100m) deal activity also declined; two transactions were announced, down by 67% from the six deals announced in YTD Meanwhile, the aggregate value of mid-market deals fell by 38%, from 230m to 142m. The number of small deals ( 500,000-10m) fell by 10% on YTD 2012 s figures; down from 10 deals to nine transactions. The total deal value of small transactions also fell ( by 3% from 35m to 34m). Deal Review and Advisor League Tables YTD Capita Plc, England 65 Seven Technologies Holdings Ltd, 7 British Polythene Industries Plc 6 09/09/2013 Acquisition Screenetics UK Ltd, England Ultrasis Plc, Belfast 5 28/06/2013 Rights Issue First Derivatives Plc, Newry 5 05/03/2013 Acquisition Sophia Search Ltd, Belfast

28 Any Northern Ireland Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 1 A&L GOODBODY MILLS SELIG 5 3 6* DLA PIPER 2 4* - PINSENT MASONS 1 4* - SLAUGHTER AND MAY MORRISON & FOERSTER 1 7* - ADDLESHAW GODDARD 1 7* - WALKER MORRIS OSBORNE CLARKE 1 10* - GATELEY 1 Value YTD 2013 YTD 2012 Legal Advisor (GB m) 1 5 A&L GOODBODY 982 2* - PINSENT MASONS 700 2* - SLAUGHTER AND MAY MORRISON & FOERSTER 77 5* - ADDLESHAW GODDARD 65 5* - WALKER MORRIS * DLA PIPER OSBORNE CLARKE 7 9* - GATELEY 6 9* - MACLAY MURRAY & SPENS 6 YTD 2013 YTD 2012 Financial Advisor Volume 1 3 HORWOOD & HOLMES BDO RSM TENON 1 4* - CANACCORD GENUITY 1 4* - CAVENDISH CORPORATE FINANCE MAZARS 1 7* - CHARLES STANLEY 1 7* - GOODBODY GRANT THORNTON 1 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 - RSM TENON HORWOOD & HOLMES BDO 7 4* - CANACCORD GENUITY 7 4* - CAVENDISH MAZARS 6 7* - CHARLES STANLEY 5 7* - GOODBODY 5 Deal Review and Advisor League Tables YTD

29 Republic of Ireland M&A Activity Announced Deal Type Target Bidder Deal Value ( m) 29/07/2013 Acquisition Elan Corporation Plc, Dublin Perrigo Inc, USA 6,601 20/05/2013 Acquisition Warner Chilcott Plc, Dublin Actavis Inc, USA 6,596 20/02/2013 Acquisition Irish Life, Dublin Canada Life Ltd, England 1,344 10/01/2013 Divestment Bank of Ireland Group, Dublin /06/2013 Acquisition Telefonica Ireland Ltd, Dublin Hutchison Whampoa Ltd, Hong Kong /04/2013 Divestment Elan Corporation Plc, Dublin /04/2013 Venture Capital Jury s Inn Group Ltd /05/2013 Acquisition AOP Orphan Pharmaceuticals AG, Austria Elan Corporation Plc, Dublin /07/2013 Flotation Green REIT Plc, Dublin /07/2013 Acquisition Q Q Q Q Q Q1 Potfolio of Irish Property, Republic of Ireland Number of Deals Total ( M) Kennedy-Wilson Holdings Inc, USA 25,000 20,000 15,000 10,000 5, There were 149 M&A and ECM transactions announced in the Republic of Ireland area during YTD 2013, representing a decline of 37% from the 237 deals announced in the corresponding period of The deals were worth 22.15bn in total down from 24.98bn in YTD2012, showing a fall of 11%. The Republic of Ireland contributed approximately 2.1% of the total volume of all European transactions in YTD 2013, and accounted for 4.7% of their total value. This represents a decline in comparison to YTD 2012, during which the Republic of Ireland featured in 5.5% of European deals and contributed 5.8% to their total value. Davy was the most active financial advisor, with an involvement in 11 transactions in YTD 2013, while Bank of America Merrill Lynch topped the ranking in terms of deal value with 8.99bn worth of deals. A&L Goodbody was the leading legal advisor by volume and value, with twenty assists worth 18.6bn. Slightly under half of all M&A activity for the year to date in the Republic of Ireland involved its manufacturing sector, but deal volume here was down by 38.8% (from 116 deals over YTD 2012 to 71 transactions in YTD 2013). Meanwhile, the next most active sector, wholesale, retail & repair, saw activity decline by 43.7%. The Perrigo / Elan transaction ensured that the spike in deal value in the pharmaceutical sector that was a feature of the Irish market in the first half of the year continued into overall, deals worth 14.9bn have been announced in the sector over the year to date, up from just 1.8bn for the first nine months of Elsewhere, there was strong growth in post and telecommunications (with a 120% upturn in deal volume) social and personal services (67%) and research and development (33%). There were 23 large deals announced in YTD2013, down by 8% on YTD2012 s total of 25 transactions. Large deal values were down from 22.94bn in YTD2012 to 21.13bn over YTD2013, also a fall of 8%. Mid-market deal activity also declined; 23 transactions were announced, down by 52% from the 48 deals announced in YTD2012. The aggregate value of mid-market deals fell by 49%, from 1.835bn to 928m. The number of small deals fell by 37% on YTD2012 s figures; from 43 deals to 27 transactions. Values fell by 54%, from 202m to 94m. Deal Review and Advisor League Tables YTD

30 Republic of Ireland Involvement YTD 2013 YTD 2012 Legal Advisor Volume 1 1 A&L GOODBODY MATHESON ARTHUR COX MCCANN FITZGERALD LK SHIELD & PARTNERS WILLIAM FRY EVERSHEDS DAVIS POLK & WARDWELL CADWALADER WICKERSHAM & TAFT LATHAM & WATKINS 3 YTD 2013 YTD 2012 Legal Advisor Value ( m) 1 1 A&L GOODBODY 18, MATHESON 8, ARTHUR COX 7, CADWALADER WICKERSHAM & TAFT 7, DAVIS POLK & WARDWELL 7, LATHAM & WATKINS 6,841 7* - DILLON EUSTACE 6,601 7* - SULLIVAN & CROMWELL 6, HERBERT SMITH FREEHILLS 1, MCCANN FITZGERALD 1,226 YTD 2013 YTD 2012 Financial Advisor Volume 1 2 DAVY CORPORATE FINANCE BANK OF AMERICA MERRILL LYNCH CITIGROUP MORGAN STANLEY BARCLAYS ONDRA PARTNERS CANACCORD GENUITY EVERCORE PARTNERS ROTHSCHILD RFC GROUP 3 YTD 2013 YTD 2012 Financial Advisor Value ( m) 1 5 BANK OF AMERICA MERRILL LYNCH 8, DAVY CORPORATE FINANCE 7, CITIGROUP 7, MORGAN STANLEY 7, BARCLAYS 7, ONDRA PARTNERS 7, * DEUTSCHE BANK 6,818 8* 1 GOLDMAN & SACHS 6,596 8* - GREENHILL & CO 6, EVERCORE PARTNERS 687 Deal Review and Advisor League Tables YTD

31 CRITERIA Experian Corpfin s YTD 2013 Deal Review and Advisor League Tables is based on mergers & acquisitions (M&A) and equity capital market (ECM) transactions announced between the dates of January 1 st 2013 and September 23rd, The minimum deal value for inclusion is 500,000, unless otherwise stated. Deals with an undisclosed consideration are accepted, should their value be understood to be over this figure. Deals are attributed to regions based on the address of target or bidder companies as registered at the UK s Companies House or the Republic of Ireland s Companies Registration Office. Should a company s principal place of business differ from its registered location, we will also attribute the deal to the region of its principal trading address. We do not track the acquisition of: brands, assets or titles where no associated infrastructure is exchanged; land, oil and gas fields; individual assets (such as aeroplanes and oil rigs); undeveloped mines; distribution rights; mining licences; property that is currently under construction; shareholdings in private finance initiative (PFI) projects; credit card or loan portfolios. Other exclusions include the issue of bonds or notes, except as part of another transaction e.g. in order to raise funds to effect an acquisition, joint ventures where no new entity is created, e.g. production sharing contracts, and inter-company loans. League Tables are based on the volume and value of legal or financial advisory services provided to the target, bidder, vendor, debt or equity provider, shareholders, directors, management or other parties to a deal. League Tables exclude rumoured, cancelled, withdrawn or lapsed deals. This publication was compiled on September 23rd, Experian Corpfin believes that the information it provides was obtained from reliable sources, but does not guarantee its accuracy. Due to the fact that our records are updated daily, transaction data and League Table rankings may vary between publications FOR FURTHER INFORMATION ON EXPERIAN CORPFIN LEAGUE TABLES, INCLUSION CRITERIA, DEAL SUBMISSIONS OR QUARTERLY UPDATES Please contact Jane Turner Research Manager T: [email protected] PUBLISHED October 2013 Deal Review and Advisor League Tables YTD

32 INTERNATIONAL MERGERS AND ACQUISITIONS DATABASE For incorporation in the Experian Corpfin Deals database, and credit in league tables and market reports, please fill this form in and send to - For subscription information please contact T: 44 (0) Name of Firm supplying information: Client Name: Date Announced: Date completed: DD/MM/YYYY DD/MM/YYYY Companies: Name: Location: Type of business: Target Bidder Deal Description: Consideration (Millions): Consideration satisfied by: Company Share Mezzanine Issue Finance High Street Bank Vendor Placing Existing Resources Other Companies Merchant Bank Venture Capital Type of Deal: Acquisition Employee Buy-in Investor Buy-in Management Buy-out Public to Private Rights/Other Issue Demerger Employee Buy-out Investor Buy-out Management Buy-in/Buyout Reconstruction Secondary Buy-out Development Capital Exit Leveraged Buy-out Merger Receivership Restructuring Share Buy-back Disposal Flotation Management Buy-in Minority Stake Reverse Takeover Start-up Advisors please supply all advisors, noting for whom they acted and in what capacity Advisor + office Team (individuals) Client Role Funding please supply all investors Investor + office Debt/Equity Team (individuals) Client For an online demonstration visit For subscription information contact Wendy Driver on (+44) or [email protected] Deal Review and Advisor League Tables YTD