Money for future development in the pipeline at OpSec Security Group
Feb 24 2010 by Peter McCusker, The Journal
A TEAM of lawyers from Dickinson Dees has advised OpSec Security Group on one of the North's first 'PIPE', or private investment in public equity, transactions.
The innovative deal will see AIM-quoted OpSec Security Group, an anti-counterfeiting and brand protection business, raise £15.7m of new funding from Investcorp Technology Partners.
A PIPE transaction involves a private equity investor taking a significant minority shareholding in a public company whose shares are already traded on the public markets.
Under the deal, which is expected to complete in March, Wearside firm OpSec has immediately issued a 5% shareholding to Investcorp which will, on completion, increase its shareholding to 29% and its total investment in Opsec shares to £7.6m. On completion Investcorp will advance a £8.5m loan to OpSec.
The fundraising has been completed at a significant premium to OpSec’s recent share price, with the new shares being issued at more than 150% of last week’s share price.
The company will use the fresh funding to repay existing borrowings and to fund further development of its business through both organic growth and acquisitions.
The deal requires approval by OpSec’s shareholders later this month, but the board and other shareholders holding 25% of its shares have already indicated that they intend to vote in favour of the required shareholder resolution.
Investcorp Technology Partners is the technology private equity arm of the Investcorp Group whose ultimate parent company, Investcorp Bank BSC, is quoted on the Bahrain Stock Exchange.
Investcorp Technology Partners manages private equity funds with commitments exceeding £650m and invests in technology-driven businesses in Europe and North America from offices in London and New York. Investcorp Group currently manages £7.8bn of assets.
OpSec employs around 85 people at its UK headquarters in Washington and has a further 100 staff based in the US.
David Mahony, OpSec’s chairman, said: “Opsec sees significant growth, investment and acquisition opportunities which we believe will enhance shareholder value.
“The fundraising with Investcorp Technology Partners will enable Opsec to take advantage of these opportunities as they arise.”
A team of a dozen corporate and finance lawyers from Newcastle-based Dickinson Dees advised the company on the deal, led by corporate partner Jamie Pass. He said: “This is a great deal for OpSec and will give the company new firepower to fund its future development.
“It’s been a fascinating challenge for us, legally and logistically, requiring us to combine the requirements of a private equity structure within the rules which all publicly quoted companies have to observe, and to communicate effectively with clients and funders based in the States.”
Mike Angus, OpSec’s finance director, said: “This deal gives OpSec the opportunity to grow and transform our business. It wouldn’t have been possible without the fantastic support and resources we received from Dickinson Dees throughout – they met every challenge we threw at them and their experience in handling international transactions was obvious.”
