Jeffrey Elway
Autre
Senior Counsel
- Qualified, Solicitor of England & Wales (1985)
Domaines de pratique
Bio
Jeff Elway is a Senior Counsel in the Corporate Group and a lead Partner in the firm's Public Company and Equity Capital Markets team, specialising in equity capital raising and mergers and acquisitions for public companies which are listed or quoted. Jeff has advised, either acting for the company or the investment bank(s) or broker(s) involved, on numerous AIM and Main Markets IPOs and secondary fundraisings. He has also advised on a number of public company takeovers, both recommended and hostile.
Jeff also advises on sales and purchases, and investments into, private companies.
Clients
AIM and Main Market listed companies and the investments banks, advisers and brokers which advise them including Codemasters Group plc, CBRE Group, Revolution Bars Group plc, Young & Co.'s Brewery plc, Andrews Sykes Group plc, Boston International Holdings plc, Upland Resources Limited, Shore Capital, Cenkos Securities, finnCap, Dowgate Capital and N+1 Singer.
Private companies including Zzoomm Group Limited, toob Limited, Grain Connect Limited and sellers of private companies, particularly in the insurance and software sectors.
Bio
Jeff Elway is a Senior Counsel in the Corporate Group and a lead Partner in the firm's Public Company and Equity Capital Markets team, specialising in equity capital raising and mergers and acquisitions for public companies which are listed or quoted. Jeff has advised, either acting for the company or the investment bank(s) or broker(s) involved, on numerous AIM and Main Markets IPOs and secondary fundraisings. He has also advised on a number of public company takeovers, both recommended and hostile.
Jeff also advises on sales and purchases, and investments into, private companies.
Clients
AIM and Main Market listed companies and the investments banks, advisers and brokers which advise them including Codemasters Group plc, CBRE Group, Revolution Bars Group plc, Young & Co.'s Brewery plc, Andrews Sykes Group plc, Boston International Holdings plc, Upland Resources Limited, Shore Capital, Cenkos Securities, finnCap, Dowgate Capital and N+1 Singer.
Private companies including Zzoomm Group Limited, toob Limited, Grain Connect Limited and sellers of private companies, particularly in the insurance and software sectors.
Expérience
Expérience
- Acted for Dowgate Capital Limited on its aggregate £3.32 million placing of convertible loan notes and ordinary shares for AIM listed, Belluscura plc, the leading medical device developer focused on lightweight and portable oxygen enrichment technology.
- Acted for AQSE listed, National Milk Records plc, the dairy technology company, on its recommended cash acquisition/takeover (via scheme of arrangement) by Associated British Foods plc, for £48 million.
- Acted for AIM listed, Revolution Bars Group plc on its acquisition of The Peach Pub Company (Holdings) Limited, the owner of an industry leading collection of 21 premium gastropubs, for £16.5 million in cash.
- Acted for Shore Capital and Baden Hill on the Placing and Open Offer in October 2022 to raise up to £12 million for AIM-listed, Oxford BioDynamics plc, the biotechnology company whose flagship product is the EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) product for cancer and also on the Placing, Subscription and Primary Bid Offer in August 2023 to raise a further £6.15 million.
- Acted for Strand Hanson Limited and Peterhouse Capital Limited on the re-admission of Critical Metals plc to listing on the Official List (standard segment) and to trading on the London Stock Exchange's main market for listed securities following a 'reverse takeover' acquisition, and simultaneous £1.8 million Placing of new ordinary shares (with warrants attached).
- Acted for Odyssey Inns Ltd on its purchase of the UK operations of Lion (a leading beverages company headquartered in Australia) comprising the 'Fourpure' and 'Magic Rock' beer brands and associated breweries and taprooms in London, Huddersfield and Holmfirth and craft beer hospitality venue in Kings Cross, London.
- Acted for the shareholders of Alice Castle Limited, a professional indemnity & cyber insurance broking business on its sale to the Ardonagh Group.
- Acted for Shore Capital and Hannam & Partners on the AIM IPO of i(x) Net Zero plc, the investment company focusing on energy transition and sustainability in the built environment, and simultaneous £10.7 million equity fundraising.
- Acted for shareholders of XLCubed Limited, the provider of analysis services client tools for business users (originally Excel-centric) on its sale to Canadian private company, Fluence Technologies Inc., the provider of financial close and consolidation software for mid-sized companies (principally backed by Banneker Partners).
- Acted for Grain Connect Limited, a leading provider of fibre-optic internet access services to new-build and existing homes across the UK, on the £75 million equity investment in it by funds managed by Equitix Investment Management Limited.
- Acted for Revolution Bars Group plc, the AIM listed operator of premium bars on its £21 million Firm Placing and Placing & Open Offer.
- Acted for finnCap Ltd, as financial adviser to Cambria Bidco Limited on its recommended cash takeover offer for AIM listed company, Cambria Automobiles plc (valuing Cambria Automobiles plc at £80 million) and the cash confirmation statement given by finnCap in respect of the takeover offer.
- Acted for the shareholders of Hera Indemnity Limited, a professional indemnity (PI) insurance broking business providing PI solutions to solicitors across England and Wales and a London-based Lloyd's broker, on its sale to the Ardonagh Group, the UK's largest independent insurance broker.
- Acted for Crescita Capital LLC on the £10 million non-revolving equity drawdown facility made available by it to Standard listed, Imperial X plc (now Cloudbreak Discovery plc) – and subsequent variation of such facility.
- Acted for Codemasters Group Holdings plc, the award-winning British videogame developer and publisher specialising in high-quality racing games, on the recommended (initially) cash and shares takeover offer made for it by Take-Two Interactive Software, Inc., valuing Codemasters at £759 million (US$994 million) and subsequently on the recommended competing cash takeover offer made for it by Electronic Arts Inc., valuing Codemasters at £945 million (US$1,248 million).
- Acted for Zzoomm Group Limited, the network builder and operator of Full Fibre broadband networks on the initial £100 million equity investment by funds managed by Oaktree Capital Management, L.P.
- Acted for Revolution Bars Group plc, a leading UK operator of 74 premium bars, on its £15 million Firm Placing and Placing & Open Offer and Transfer from the Official List/Main Market to AIM.
- Acted for Upland Resources Limited, the Listed/Main Market oil & gas company, on its migration (by way of continuation) from the British Virgin Islands to Jersey.
- Acted for CBRE UK Finance Limited on the listing of US$800 million of variable rate unsecured loan notes 2065 on the Official List of The International Stock Exchange (Channel Islands).
- Acted for toob Limited (and its founders), a newly-formed company aiming to provide full fibre networks in towns and cities across the UK using existing, and building new, infrastructure, on the £75 million equity investment by Amber Infrastructure/the National Digital Infrastructure Fund.
- Acted for Gigaclear plc on the further aggregate £85 million equity investment by Infracapital (GC) SLP LP.
- Acted for Butterfly and Hollyblue healthcare groups on the listing of £40.5 million and £20 million (respectively) of unsecured redeemable Loan Notes (with PIK Notes facility) on the Official List of the Cayman Islands Stock Exchange.
- Acted for CBRE Holdings Limited and CBRE Limited on the listing of £783.74 million and £97.56 million (respectively) of Promissory Notes on the Official List of The International Stock Exchange (Channel Islands).
- Acted for the shareholder of Inform Information Systems Limited, a leading UK-based, independent provider and integrator of global retail and wholesale fuel pricing software solutions, on its sale to US-based, Professional Datasolutions, Inc. (backed by Private Equity Houses - TA Associates and Genstar).
- Acted for Sella Open FinTech Platform S.p.A. (now Fabrick S.p.A.) on its recommended cash takeover offer for AIM-quoted, Vipera plc (and related management arrangements) valuing Vipera plc at £24 million.
- Acted for Upland Resources Limited, the listed oil & gas company actively building a portfolio of upstream assets, on its farm-in agreement with Corallian Energy Limited to a 40% interest in UK offshore production licence P2235 (including the Wick Field), Placing of new shares to raise £3 million for the Company and publication of a Prospectus.
- Acted for Gigaclear plc, the ultrafast fibre broadband company, on the unilateral cash takeover offer by its major shareholder, Infracapital (GC) SLP LP, valuing Gigaclear plc at approx. £270 million.
- Acted for Upland Resources Limited, the listed oil & gas company actively building a portfolio of upstream assets, on its £3.5 million convertible loan notes facility.
- Acted for Thesis Asset Management plc, the private client investment management and authorised corporate director business, on the £47 million recommended cash offer for its ordinary share capital by Regit Bidco Limited, a private-equity backed, management buy-out vehicle.
- Acted for the selling shareholders of Entanet Holdings Limited, the wholesale communications infrastructure provider which delivers connectivity and telecommunications products and services to internet service providers, to AIM-listed, CityFibre Infrastructure Holdings plc for £29 million in cash.
- Acted for Gigaclear plc, the ultrafast fibre broadband company, on the further aggregate £110 million equity investments by Infracapital (GC) SLP LP, Railway Pension Investments Limited and Funds managed by Woodford Investment Management Limited, simultaneous £1 million offer for subscription by shareholders and Share Sale Facility pursuant to which Railpen Pension Investments Limited acquired an additional £10 million of existing ordinary shares in Gigaclear plc from shareholders.
- Acted for Upland Resources Limited, the oil & gas company actively building a portfolio of upstream assets, on its farm-in agreement with Europa Oil & Gas to UK onshore PEDLs 180 & 182 (including the Wressle Field), Placing of new shares to raise £2.2 million for the Company and publication of a Prospectus.
- Acted for Cleantech Building Materials plc, the company set up to invest in or acquire companies engaged in the cleantech building materials sector, on the admission of its share capital to trading on Nasdaq First North, Copenhagen, in conjunction with its acquisition of Diamond Wood China Limited.
- Acted for Gigaclear plc, the ultrafast fibre broadband company, on the further £18.5 million equity investment by Infracapital (GC) SLP LP and further £4.5 million equity investment by the CF Woodford Equity Income Fund and simultaneous £1 million offer for subscription by shareholders.
- Acted for Plethora Solutions Holdings plc, the AIM-quoted and UK-based speciality pharmaceutical company, on its share for share takeover offer by Regent Pacific Group Limited announced on 15 December 2015 valuing Plethora at £122.6 million.
- Acted for Acquisition Company Finance Limited, a wholly-owned subsidiary of CBRE Group Inc., on the listing of £350 million guaranteed unsecured loan notes due August 2020 on the Official List of the Channel Islands Securities Exchange Authority Limited.
- Acted for each of Upland Resources Limited (BVI), Cleantech Building Materials plc (UK) and Vertu Capital Limited (Cayman Islands) on their respective admissions to listing on the Official List (standard listing segment) and to trading on the London Stock Exchange's main market for listed securities.
- Acted for Cantor Fitzgerald Europe on its £4.28 million and subsequent £3.6 million placings in 2015 for AIM-quoted Belvoir Lettings plc, the property lettings group, in connection with acquisitions, together with its previous £5.35 million placing in 2014 for Belvoir Lettings plc.
- Acted for Gigaclear plc, the ultrafast fibre broadband company, on the £20 million equity investment by Infracapital (GC) SLP LP and £10 million equity investment by Woodford Patient Capital Trust plc and previously its (ultimately aborted) flotation on AIM and related placing.
- Acted for AIM-quoted, Ambrian plc, the commodities trading group, on its merger with former AIM-quoted, Consolidated General Minerals (Schweiz) AG, owner of a cement plant in the Port of Beira, Mozambique.
- Acted for Cenkos Securities plc (as nominated adviser & joint broker) and Liberum Capital Limited (as joint broker) on the €120 million placing for AIM-quoted, Summit Germany Limited, the German property group, following acting for Cenkos Securities plc (as nominated adviser and broker) on the earlier AIM flotation of Summit Germany Limited and related €32 million placing.
- Acted for Beaumont Cornish Limited on the admission of Global Resources Investment Trust plc to listing on the Official List (premium listing segment) and to trading on the London Stock Exchange's main market for listed securities and related share exchanges.
- Acted for Daniel Stewart (as nominated adviser & broker) on the re-admission of AIM-quoted GVC Holdings plc, the online gaming company, to AIM following the £485 million joint acquisition by GVC Holdings plc and William Hill plc of Sportingbet plc (by scheme of arrangement).
- Acted for Daniel Stewart (as nominated adviser & broker) on the re-admission to AIM of GVC Holdings plc, the online gaming company, following the acquisition of the Turkish gaming business of Sportingbet plc.
- Acted for AIM-quoted, Staffline Group plc, the public sector recruitment group, on its £19 million placing.
- Acted for Praetorian Resources Limited, the natural resources investment company, on its AIM flotation and £24 million fundraising.
- Acted for Seymour Pierce (as nominated adviser & broker) on the AIM flotation of Belvoir Lettings plc, the property lettings group, and related £15 million placing.
- Acted for Shore Capital (as nominated adviser & broker) on the re-admission of AIM-quoted, Mercury Recycling Group plc following its acquisition of Ironveld (Mauritius) and related placing.
- Acted for AIM-quoted, GoIndustry-DoveBid plc, the online auction group, on its £8 million public takeover (by scheme of arrangement) by Liquidity Services, Inc.
- Acted for Cenkos Securities plc (as nominated adviser & broker) on the £18 million placing for AIM-quoted, Brady plc, the leading provider of trading, risk management and settlement solutions to the energy, metals and soft commodities sectors, in connection with its acquisition of Navitas AS and its previous £15 million placing for Brady plc in connection with its acquisition of Viz Risk Management Services AS.
- Acted for Cenkos Securities plc (as nominated adviser & broker) on the AIM admission of ASX-quoted Wasabi Energy Limited, the global renewable energy and clean technology company.
- Acted for vendors of Virtue Fusion Limited on its £46 million sale to AIM-quoted, Playtech Limited, the online gaming group.
- Acted for Cape plc, the support services group to the oil & gas industry, on its move up from AIM to the Official List.
Qualifications
Qualifications
Carrière
2023
Gowling WLG (UK), Senior Counsel
2016
Gowling WLG (UK) LLP, partner
2014
Wragge Lawrence Graham & Co, partner
1994
Lawrence Graham, partner
1990
Berwin Leighton, senior assistant
1985
Herbert Smith, assistant
1983
Speechly Bircham, trainee
Formation
1982
College of Law, Guildford, solicitors finals exams
1979
Southampton University, LLB Hons.
Langues parlées
Anglais