Affinia advises on sale of EOT-owned business
Affinia’s the UK’s largest purpose-built, purpose-led accountancy and advisory firm, has advised the directors and Employee Ownership Trust (EOT) of South Essex law firm Giles Wilson on the sale of its trading business to Fisher Jones Greenwood (FJG).
The Affinia M&A team are pleased to have been part of this unique transaction of a sale involving an EOT-owned business. Giles Wilson Ltd transferred into employee ownership in 2022, so the sale required the Trust to determine that joining FJG was in the best interests of employees, taking account of factors beyond the financial terms.
Adam Croft, head of deal advisory at Affinia, said: “Sales of EOT-owned businesses remain rare, and there was little established precedent to follow. The Trust had to be satisfied that the transaction was in employees’ wider interests, not simply that the financial terms were acceptable.”
“We advised the directors on valuation and their options, negotiated with FJG and Lawfront, and managed the process through due diligence. Affinia’s tax and accounting teams also advised the business and the Trust, which allowed us to deal with the unusual mechanics of the transaction as they arose.”
Affinia advised on valuation and the options available to Giles Wilson before leading negotiations with FJG and its private equity-backed group, Lawfront. The team then project-managed the transaction through due diligence and provided tax and accounting advice to both the business and the Trust.
The deal involved transaction mechanics those advisers on both sides had not previously encountered. With little established precedent for the sale of an EOT-owned trading business, Affinia M&A experts worked with Giles Wilson’s directors and the Trust to address the ownership, governance, tax and accounting requirements through to completion.
Melinda Giles, director of Giles Wilson, said: “We found Adam, Aneka and Paul;s hands-on approach invaluable during the process, with them involved from the outset working with us throughout every stage until signing. They were always on hand to take calls to talk through any issues that arose, guiding us expertly through every stage and attending calls and meetings with Affinia, the buyer and their lawyers to ensure we got the best possible outcome. We found their experience and support invaluable in getting the deal across the line and would highly recommend them.”
FJG has acquired Giles Wilson’s two teams in Leigh-on-Sea, extending its presence across Essex and Suffolk. The Giles Wilson name and Leigh-on-Sea offices will remain during an initial transition period before the business moves to the FJG brand.
Giles Wilson’s roots in Leigh-on-Sea date to 1950. Philip and Melinda Giles acquired the firm from their father, Antony Giles, in 1997 before transferring it into an EOT in 2022. FJG is part of Lawfront, which backs regional law firms and is owned by private equity investor Blixt.
CWJ acted as legal adviser to the Trust.