Notable Work Cases
Services
Our team has successfully navigated complex challenges and delivered exceptional results for clients across the following service areas...
Mergers & Acquisitions
Notable cases...
Freeths tax structured the sale of Napit Group Limited to Phenna Group Limited.
Freeths has acted for Napit for many years, both structuring the wider group and building employee incentive schemes. The department worked through a number of tax concerns to enable the transaction to go ahead.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax provided tax advice on the structure of a private equity investment into the UniHomes & Bills Limited group, with one of the primary aims being to retain the Seed Enterprise Investment Scheme (SEIS) status of shares held by key shareholders.
The transaction allowed a large investment into the group, which in turn would allow them to expand the business of renting out student accommodation/provision of bills services (i) to more cities across the UK and (ii) on larger scale within cities in which the service was provided. This allows the group to be one of the largest and most recognisable private student accommodation providers in the country.
The tax team’s role in this transaction was to advise on the structuring of the transaction and subsequent tax consequences as well as applying for HMRC’s confirmation that the proposed structure would not cause the denial of SEIS relief alongside the fact that HMRC would not implement anti-avoidance provisions.
Freeths corporate team led the due diligence and disclosure procedure, assisted by Freeths tax team. Freeths also drafted and negotiated key transactional documents with multiple in-house advisors and third party advisors.
Read the full press release here.
Read WBH's article here.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised Twenty20 Capital on the acquisition of brands including high-street names Blue Arrow, Career Teachers, Chadwick Nott, Global Medics, Medacs Healthcare, Litmus and Tate from Impellam plc.
Freeths tax advised on the tax aspects of the acquisition and negotiated the allocation of tax risk between the parties. This continues Twenty20’s growth strategy, expanding the size and scale of the group’s services.
Read the full press release for this deal here.
Key contact: Alex Angelides
Freeths tax advised LDC on its investment into Star Live, a specialist production agency that delivers live event and specialist build solutions.
The tax team advised on the tax aspects of the investment and negotiated the allocation of tax risk between the parties.
Read the full press release here.
Read LDC's article here.
This transaction won the Midlands Mid-market deal of the year, read more here.
Key Contact: Alex Angelides
Freeths tax advised key client Definition Group Holdings Limited with their acquisition of Batonco2018 Limited, being the ultimate parent company of OTM, a London based creative marketing agency.
This is the group’s seventh acquisition and third in the last 12 months and this acquisition is set to deepen Definitions’ presence in the technology, financial services and public sectors.
The tax team’s role in this transaction was to advise on the tax aspects of the acquisition and negotiate the allocation of tax risk between the parties.
Read the full press release here.
Key contact: Alex Angelides
Freeths tax advised Growth Partners on their latest acquisition of Business Leader Limited, a leading media and events company from Ascot Group (Holdings) Limited.
The tax team’s role in this transaction was to advise on the tax aspects of the acquisition and negotiate the allocation of tax risk between the parties. Business Leader will be able to grow its platform and further support the growth of UK businesses.
Key contact: Alex Angelides
Freeths tax advised a private equity firm on its investment into a social care solutions provider.
This was the private equity firm’s sole platform for 2024. The tax team’s role in this transaction was to advise on the tax aspects of the investment and negotiate the allocation of tax risk between the parties.
Key contact: Alex Angelides
Freeths tax advised on the sale by an insurance group and other shareholders of a telematics company, to a mobility intelligence provider.
The tax department structured the transaction and restructured an employee share scheme to enable the transaction to go ahead.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised on tax issues relating to the client’s acquisition of a company that operates in the luxury end of the UK holiday market.
The buyer is a multi-billion turnover international holiday park operator, with over 180 holiday park sites across Europe. The acquisition of this company will be the first holiday park in the UK controlled by the buyer.
The entry of the buyer into the UK market has the potential to change the holiday park landscape in the next few years.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax acted on behalf of certain shareholders of a renewable energy storage company on its investment by a private equity house.
The company specialises in managing assets on business sites and within local energy communities, as well as the automation of energy storage, generation, and consumption. The investment represented an important step in the company’s growth and the next significant phase of the company’s business as it involved the buy-out of legacy shareholders.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised a family-owned investment group on its acquisition of a UK-based flooring solutions company from an international flooring products manufacturer, through its special purpose vehicle.
Alongside the acquisition, Freeths LLP also advised on the funding and investment into the special purpose vehicle by a finance company and a third-party investor.
The acquisition will allow the UK-based flooring solutions company to focus on its key business units, product categories, and portfolio of highly recognised home improvement brands.
Key contact: Alex Angelides
Freeths tax advised the shareholders and management team of a hospitality group on the investment into a popular tea and street food chain by a global investment firm.
The tax team’s role in this transaction was to advise on the tax aspects of the investment and negotiate the allocation of tax risk between the parties.
Key contact: Alex Angelides
Freeths tax acted for the shareholders of a vehicle repair and maintenance company on the sale to an automotive services group.
The tax team’s role in this transaction was to assist with a pre-sale restructuring, advise on the tax aspects of the acquisition, and negotiate the allocation of tax risk between the parties.
Key contact: Alex Angelides
Freeths tax advised on the sale of a large portfolio of student accommodation and rental properties by a UK resident company whose sole shareholder is an Israeli national.
The advice has provided the company and shareholder with the option to dispose of the property portfolio of £18m in the most tax efficient way.
The tax team’s role in this transaction was to advise on the corporation tax implications of the disposal of the property by the company as well as the residency of the company following the disposal. Freeths also advised on the possible UK tax implications to an Israeli national of the different options of extraction of the funds from the company following the sale of the portfolio.
Key contacts: Adrian Hackett
Freeths tax acted for shareholders on the sale of their shares in a hospitality company to a group of inns.
The tax team’s role in this transaction was to advise on the tax implications of the sale and negotiate the tax covenant on behalf of the Sellers.
Key contacts: Adrian Hackett & Zain Hanif
Employment Incentives (including EMI)
Notable cases...
Freeths tax structured the sale of Napit Group Limited to Phenna Group Limited.
Freeths has acted for Napit for many years, both structuring the wider group and building employee incentive schemes. The department worked through a number of tax concerns to enable the transaction to go ahead.
Key contacts: Adrian Hackett & Alex Angelides
Freeths advised on the sale of UK based metallurgical group of companies’ sale to an Employee Ownership Trust (EOT).
This sale marked the move of a large local employer from private ownership to full employee ownership.
The tax team’s role in this transaction was to advise on the pre-sale restructuring which was crucial in order to maximise the value of the sale to the EOT whilst ensuring that the selling shareholders benefitted from the generous EOT reliefs. HMRC statutory and non-statutory clearances were obtained in advance.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised on the sale by an insurance group and other shareholders of a telematics company, to a mobility intelligence provider.
The tax department structured the transaction and restructured an employee share scheme to enable the transaction to go ahead.
Key contacts: Adrian Hackett & Alex Angelides
Property Funding and Development
Notable cases...
Freeths tax advised on the demerger and wider reorganisation of the property-holding structure of a Danish and UK tax resident healthcare group.
Freeths transferred the UK care homes and operating companies from Danish entities to a common UK intermediary holding company. The transaction brought the UK care homes under the umbrella of a UK holding company, which streamlined the group structure by removing the Danish entities and enabled more centralised, UK-based management of the UK care home side of the business.
Freeths structured the transaction, advised on the treatment and foreign entity classification for UK tax purposes of the relevant Danish entities involved in the reorganisation (including for SDLT group relief purposes), applied for HMRC’s confirmation on the entity classification and availability of tax relief, and advised on the overall tax treatment including the ‘central management and control’ for corporate residency purposes and practical steps in relation to tax residency.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised on the cross-border tax implications of a multinational investment company making an investment loan into a UK company.
The tax team advised on the requirement to withhold tax on interest payments to foreign persons and assisted the foreign lenders in applying under the Double Taxation Treaty Passport Scheme. Freeths also prepared clearance applications to HMRC in respect of the Qualifying Private Placement Exemption.
Key contacts: Adrian Hackett, Emily Edgar & Calum Kamara
Freeths tax advised on tax issues relating to the client’s acquisition of leasehold land, to develop and operate residential assisted living accommodation.
The transaction allowed the client and its group to expand their business of providing assisted living accommodation to more areas across the UK.
The tax team’s role in this transaction was to provide detailed advice on the various property tax implications including VAT, SDLT, Construction Industry Scheme and Capital Allowances. Freeths tax team also negotiated the tax clauses in both the lease agreement and development agreement, while also reviewing the documents to ensure they did not impact the tax treatment of the transaction.
Key contacts: Adrian Hackett & Emily Edgar
Schemes of Reconstruction & Demergers
Freeths advised on the sale of UK based metallurgical group of companies’ sale to an Employee Ownership Trust (EOT).
This sale marked the move of a large local employer from private ownership to full employee ownership.
The tax team’s role in this transaction was to advise on the pre-sale restructuring which was crucial in order to maximise the value of the sale to the EOT whilst ensuring that the selling shareholders benefitted from the generous EOT reliefs. HMRC statutory and non-statutory clearances were obtained in advance.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax provided tax advice on the structure of a private equity investment into the UniHomes & Bills Limited group, with one of the primary aims being to retain the Seed Enterprise Investment Scheme (SEIS) status of shares held by key shareholders.
The transaction allowed a large investment into the group, which in turn would allow them to expand the business of renting out student accommodation/provision of bills services (i) to more cities across the UK and (ii) on larger scale within cities in which the service was provided. This allows the group to be one of the largest and most recognisable private student accommodation providers in the country.
The tax team’s role in this transaction was to advise on the structuring of the transaction and subsequent tax consequences as well as applying for HMRC’s confirmation that the proposed structure would not cause the denial of SEIS relief alongside the fact that HMRC would not implement anti-avoidance provisions.
Freeths corporate team led the due diligence and disclosure procedure, assisted by Freeths tax team. Freeths also drafted and negotiated key transactional documents with multiple in-house advisors and third party advisors.
Read the full press release here.
Read WBH's article here.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised a UK-based holding company in relation to the proposed restructure of its group.
The holding company is part of a larger group of well-known businesses in the UK. It was recently acquired by a French-registered company. Negotiations are ongoing for the multi-billion euro sale of the group to another company, as part of a plan to simplify operations and focus on core activities in renewable energy, aiming for net zero by 2045. It was proposed that the business and assets of a subsidiary, which had a significant turnover, be demerged/restructured prior to the sale as part of the wider restructuring.
Freeths prepared a detailed tax and structuring report covering the tax implications of the restructuring, advising on the proposed strategy and risks, with a view to implementing the restructure/demerger.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax acted for the shareholders of a vehicle repair and maintenance company on the sale to an automotive services group.
The tax team’s role in this transaction was to assist with a pre-sale restructuring, advise on the tax aspects of the acquisition, and negotiate the allocation of tax risk between the parties.
Key contact: Alex Angelides
Freeths tax advised on the reorganisation and demerger of a group of companies operating a car repairs business.
The two shareholders wanted to take the different parts of the business in different directions. The group had various intra-group loans that needed to be reconciled as part of the process.
Freeths prepared a structuring plan by which the businesses would be separated and the intra-group loans rationalised. Without careful planning, very significant tax charges would be triggered in the process of separating the trades.
Freeths prepared a detailed steps plan and obtained HMRC clearance for the transactions.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised on the demerger and wider reorganisation of the property-holding structure of a Danish and UK tax resident healthcare group.
Freeths transferred the UK care homes and operating companies from Danish entities to a common UK intermediary holding company. The transaction brought the UK care homes under the umbrella of a UK holding company, which streamlined the group structure by removing the Danish entities and enabled more centralised, UK-based management of the UK care home side of the business.
Freeths structured the transaction, advised on the treatment and foreign entity classification for UK tax purposes of the relevant Danish entities involved in the reorganisation (including for SDLT group relief purposes), applied for HMRC’s confirmation on the entity classification and availability of tax relief, and advised on the overall tax treatment including the ‘central management and control’ for corporate residency purposes and practical steps in relation to tax residency.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised on the cross-border restructuring of a group of Luxembourg incorporated companies, which held significant real estate assets and development opportunities in Germany. The advice guided and enabled a Part 26A Companies Act 2006 debt restructuring plan.
The tax team’s role in this transaction was to advise on the numerous tax implications of the restructure to ensure that the restructuring completed with no adverse tax consequences. Freeths also advised on the appropriate steps to ensure that each of the relevant companies involved in the restructure was able to become or remain tax resident in its desired jurisdiction alongside UK VAT registration requirements. The advice was provided promptly in order to meet strict court deadlines.
The restructuring allowed for the potential rescue of a number of companies in Luxembourg involved in the construction of high-value properties in Germany from insolvency and involved the release and appropriation of a number of debts.
Freeths tax advised on the various options available to sell a trading company to a connected holding company of a group owned by the same shareholders, while also allowing the reduction of intercompany debts owed by various connected companies to the ultimate holding company.
The tax team’s role in this transaction was to provide advice detailing the various options available to the shareholders to sell the trading company while also reducing the intercompany debt, which involved a detailed steps plan on how to best achieve the aims of the shareholders. Freeths also drafted various clearances to confirm the tax treatment of the transaction and a clearance to ensure HMRC would not implement anti-avoidance provisions.
Key contacts: Adrian Hackett & Emily Edgar
Refinancing
Notable cases...
Freeths advised on the sale of UK based metallurgical group of companies’ sale to an Employee Ownership Trust (EOT).
This sale marked the move of a large local employer from private ownership to full employee ownership.
The tax team’s role in this transaction was to advise on the pre-sale restructuring which was crucial in order to maximise the value of the sale to the EOT whilst ensuring that the selling shareholders benefitted from the generous EOT reliefs. HMRC statutory and non-statutory clearances were obtained in advance.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised on the cross-border restructuring of a group of Luxembourg incorporated companies, which held significant real estate assets and development opportunities in Germany. The advice guided and enabled a Part 26A Companies Act 2006 debt restructuring plan.
The tax team’s role in this transaction was to advise on the numerous tax implications of the restructure to ensure that the restructuring completed with no adverse tax consequences. Freeths also advised on the appropriate steps to ensure that each of the relevant companies involved in the restructure was able to become or remain tax resident in its desired jurisdiction alongside UK VAT registration requirements. The advice was provided promptly in order to meet strict court deadlines.
The restructuring allowed for the potential rescue of a number of companies in Luxembourg involved in the construction of high-value properties in Germany from insolvency and involved the release and appropriation of a number of debts.
Real Estate Planning
Notable cases...
Freeths tax advised on the cross-border restructuring of a group of Luxembourg incorporated companies, which held significant real estate assets and development opportunities in Germany. The advice guided and enabled a Part 26A Companies Act 2006 debt restructuring plan.
The tax team’s role in this transaction was to advise on the numerous tax implications of the restructure to ensure that the restructuring completed with no adverse tax consequences. Freeths also advised on the appropriate steps to ensure that each of the relevant companies involved in the restructure was able to become or remain tax resident in its desired jurisdiction alongside UK VAT registration requirements. The advice was provided promptly in order to meet strict court deadlines.
The restructuring allowed for the potential rescue of a number of companies in Luxembourg involved in the construction of high-value properties in Germany from insolvency and involved the release and appropriation of a number of debts.
Freeths tax advised on the sale of a large portfolio of student accommodation and rental properties by a UK resident company whose sole shareholder is an Israeli national.
The advice has provided the company and shareholder with the option to dispose of the property portfolio of £18m in the most tax efficient way.
The tax team’s role in this transaction was to advise on the corporation tax implications of the disposal of the property by the company as well as the residency of the company following the disposal. Freeths also advised on the possible UK tax implications to an Israeli national of the different options of extraction of the funds from the company following the sale of the portfolio.
Key contacts: Adrian Hackett
Freeths tax advised on the cross-border tax implications of a multinational investment company making an investment loan into a UK company.
The tax team advised on the requirement to withhold tax on interest payments to foreign persons and assisted the foreign lenders in applying under the Double Taxation Treaty Passport Scheme. Freeths also prepared clearance applications to HMRC in respect of the Qualifying Private Placement Exemption.
Key contacts: Adrian Hackett, Emily Edgar & Calum Kamara
Freeths tax advised on tax issues relating to the client’s acquisition of leasehold land, to develop and operate residential assisted living accommodation.
The transaction allowed the client and its group to expand their business of providing assisted living accommodation to more areas across the UK.
The tax team’s role in this transaction was to provide detailed advice on the various property tax implications including VAT, SDLT, Construction Industry Scheme and Capital Allowances. Freeths tax team also negotiated the tax clauses in both the lease agreement and development agreement, while also reviewing the documents to ensure they did not impact the tax treatment of the transaction.
Key contacts: Adrian Hackett & Emily Edgar
Freeths tax advised on the implementation of the HMO leasing business model of an international property management company.
Freeths prepared detailed written tax advice on the company’s business model and advised on the corporation tax, SDLT, VAT, CIS, and withholding tax implications of operating the business from the UK.
The company is Europe’s largest living operating company. Its entry into the UK HMO market has the potential to transform the co-living property market in the UK.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised on the tax implications of the restructuring of the ownership structure of a development group to move the legal title to a £92 million property from a Guernsey registered company to a UK intermediary holding company.
The transaction brought the UK property under an ‘umbrella’ of a UK holding company which streamlined and simplified the now outdated group structure by the removal of non-UK registered companies and complicated trusts, enabling a more centralised, UK-based management of the group structure.
Freeths advised on the tax treatment of the removal of designated members of an LLP, the winding up of a trust with complicated trust documents, the transfer of the beneficial and legal title to a Scottish property intra-group, and the insertion of various holding companies into the group structure.
Key contacts: Adrian Hackett & Rebecca Rudd
International Group Planning
Notable work...
Freeths tax advised a UK-based holding company in relation to the proposed restructure of its group.
The holding company is part of a larger group of well-known businesses in the UK. It was recently acquired by a French-registered company. Negotiations are ongoing for the multi-billion euro sale of the group to another company, as part of a plan to simplify operations and focus on core activities in renewable energy, aiming for net zero by 2045. It was proposed that the business and assets of a subsidiary, which had a significant turnover, be demerged/restructured prior to the sale as part of the wider restructuring.
Freeths prepared a detailed tax and structuring report covering the tax implications of the restructuring, advising on the proposed strategy and risks, with a view to implementing the restructure/demerger.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised on the demerger and wider reorganisation of the property-holding structure of a Danish and UK tax resident healthcare group.
Freeths transferred the UK care homes and operating companies from Danish entities to a common UK intermediary holding company. The transaction brought the UK care homes under the umbrella of a UK holding company, which streamlined the group structure by removing the Danish entities and enabled more centralised, UK-based management of the UK care home side of the business.
Freeths structured the transaction, advised on the treatment and foreign entity classification for UK tax purposes of the relevant Danish entities involved in the reorganisation (including for SDLT group relief purposes), applied for HMRC’s confirmation on the entity classification and availability of tax relief, and advised on the overall tax treatment including the ‘central management and control’ for corporate residency purposes and practical steps in relation to tax residency.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised on the cross-border restructuring of a group of Luxembourg incorporated companies, which held significant real estate assets and development opportunities in Germany. The advice guided and enabled a Part 26A Companies Act 2006 debt restructuring plan.
The tax team’s role in this transaction was to advise on the numerous tax implications of the restructure to ensure that the restructuring completed with no adverse tax consequences. Freeths also advised on the appropriate steps to ensure that each of the relevant companies involved in the restructure was able to become or remain tax resident in its desired jurisdiction alongside UK VAT registration requirements. The advice was provided promptly in order to meet strict court deadlines.
The restructuring allowed for the potential rescue of a number of companies in Luxembourg involved in the construction of high-value properties in Germany from insolvency and involved the release and appropriation of a number of debts.
Freeths tax advised on the tax residency of companies within a food and beverage group and the economic and legal ownership of intellectual property developed by a group company.
Freeths tax advised on the implications if the economic and legal ownership of the IP did not align, including transfer pricing rules, thin capitalisation rules and controlled foreign company rules. The advice further meant that the economic and legal ownership to any future intellectual property was easily established and reconciled with the same group company.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised on the cross-border tax implications of a multinational investment company making an investment loan into a UK company.
The tax team advised on the requirement to withhold tax on interest payments to foreign persons and assisted the foreign lenders in applying under the Double Taxation Treaty Passport Scheme. Freeths also prepared clearance applications to HMRC in respect of the Qualifying Private Placement Exemption.
Key contacts: Adrian Hackett, Emily Edgar & Calum Kamara
Funding and investment (including EIS)
Notable cases...
Freeths tax structured the sale of Napit Group Limited to Phenna Group Limited.
Freeths has acted for Napit for many years, both structuring the wider group and building employee incentive schemes. The department worked through a number of tax concerns to enable the transaction to go ahead.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax provided tax advice on the structure of a private equity investment into the UniHomes & Bills Limited group, with one of the primary aims being to retain the Seed Enterprise Investment Scheme (SEIS) status of shares held by key shareholders.
The transaction allowed a large investment into the group, which in turn would allow them to expand the business of renting out student accommodation/provision of bills services (i) to more cities across the UK and (ii) on larger scale within cities in which the service was provided. This allows the group to be one of the largest and most recognisable private student accommodation providers in the country.
The tax team’s role in this transaction was to advise on the structuring of the transaction and subsequent tax consequences as well as applying for HMRC’s confirmation that the proposed structure would not cause the denial of SEIS relief alongside the fact that HMRC would not implement anti-avoidance provisions.
Freeths corporate team led the due diligence and disclosure procedure, assisted by Freeths tax team. Freeths also drafted and negotiated key transactional documents with multiple in-house advisors and third party advisors.
Read the full press release here.
Read WBH's article here.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised and enabled SEIS/EIS investments into a high profile online publishing company.
Freeths tax provided advice on the availability and suitability of SEIS/EIS tax relief in addition to incorporating the Company and applying for SEIS and EIS advance assurance from HMRC on behalf of Company. Freeths also advised in relation to a structure plan for the Company as well as drafting the relevant investment documentation and liaising with investors.
Key contacts: Adrian Hackett & Zain Hanif
Freeths tax advised on the demerger and wider reorganisation of the property-holding structure of a Danish and UK tax resident healthcare group.
Freeths transferred the UK care homes and operating companies from Danish entities to a common UK intermediary holding company. The transaction brought the UK care homes under the umbrella of a UK holding company, which streamlined the group structure by removing the Danish entities and enabled more centralised, UK-based management of the UK care home side of the business.
Freeths structured the transaction, advised on the treatment and foreign entity classification for UK tax purposes of the relevant Danish entities involved in the reorganisation (including for SDLT group relief purposes), applied for HMRC’s confirmation on the entity classification and availability of tax relief, and advised on the overall tax treatment including the ‘central management and control’ for corporate residency purposes and practical steps in relation to tax residency.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised on the sale by an insurance group and other shareholders of a telematics company, to a mobility intelligence provider.
The tax department structured the transaction and restructured an employee share scheme to enable the transaction to go ahead.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised the shareholders and management team of a hospitality group on the investment into a popular tea and street food chain by a global investment firm.
The tax team’s role in this transaction was to advise on the tax aspects of the investment and negotiate the allocation of tax risk between the parties.
Key contact: Alex Angelides
Employee Ownership Trusts (EOT)
Notable cases...
Freeths advised on the sale of UK based metallurgical group of companies’ sale to an Employee Ownership Trust (EOT).
This sale marked the move of a large local employer from private ownership to full employee ownership.
The tax team’s role in this transaction was to advise on the pre-sale restructuring which was crucial in order to maximise the value of the sale to the EOT whilst ensuring that the selling shareholders benefitted from the generous EOT reliefs. HMRC statutory and non-statutory clearances were obtained in advance.
Key contacts: Adrian Hackett & Alex Angelides
Sectors
Our team has successfully navigated complex challenges and delivered exceptional results for clients across the following sector areas...
Care
Notable cases...
Freeths tax advised on the demerger and wider reorganisation of the property-holding structure of a Danish and UK tax resident healthcare group.
Freeths transferred the UK care homes and operating companies from Danish entities to a common UK intermediary holding company. The transaction brought the UK care homes under the umbrella of a UK holding company, which streamlined the group structure by removing the Danish entities and enabled more centralised, UK-based management of the UK care home side of the business.
Freeths structured the transaction, advised on the treatment and foreign entity classification for UK tax purposes of the relevant Danish entities involved in the reorganisation (including for SDLT group relief purposes), applied for HMRC’s confirmation on the entity classification and availability of tax relief, and advised on the overall tax treatment including the ‘central management and control’ for corporate residency purposes and practical steps in relation to tax residency.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised a private equity firm on its investment into a social care solutions provider.
This was the private equity firm’s sole platform for 2024. The tax team’s role in this transaction was to advise on the tax aspects of the investment and negotiate the allocation of tax risk between the parties.
Key contact: Alex Angelides
Certification & Regulatory
Notable cases...
Freeths tax structured the sale of Napit Group Limited to Phenna Group Limited.
Freeths has acted for Napit for many years, both structuring the wider group and building employee incentive schemes. The department worked through a number of tax concerns to enable the transaction to go ahead.
Key contacts: Adrian Hackett & Alex Angelides
Clean Energy
Notable cases...
Freeths advised on the sale of UK based metallurgical group of companies’ sale to an Employee Ownership Trust (EOT).
This sale marked the move of a large local employer from private ownership to full employee ownership.
The tax team’s role in this transaction was to advise on the pre-sale restructuring which was crucial in order to maximise the value of the sale to the EOT whilst ensuring that the selling shareholders benefitted from the generous EOT reliefs. HMRC statutory and non-statutory clearances were obtained in advance.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised a UK-based holding company in relation to the proposed restructure of its group.
The holding company is part of a larger group of well-known businesses in the UK. It was recently acquired by a French-registered company. Negotiations are ongoing for the multi-billion euro sale of the group to another company, as part of a plan to simplify operations and focus on core activities in renewable energy, aiming for net zero by 2045. It was proposed that the business and assets of a subsidiary, which had a significant turnover, be demerged/restructured prior to the sale as part of the wider restructuring.
Freeths prepared a detailed tax and structuring report covering the tax implications of the restructuring, advising on the proposed strategy and risks, with a view to implementing the restructure/demerger.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax acted on behalf of certain shareholders of a renewable energy storage company on its investment by a private equity house.
The company specialises in managing assets on business sites and within local energy communities, as well as the automation of energy storage, generation, and consumption. The investment represented an important step in the company’s growth and the next significant phase of the company’s business as it involved the buy-out of legacy shareholders.
Key contacts: Adrian Hackett & Alex Angelides
Drinks, Hospitality & Leisure
Notable cases...
Freeths tax advised Twenty20 Capital on the acquisition of brands including high-street names Blue Arrow, Career Teachers, Chadwick Nott, Global Medics, Medacs Healthcare, Litmus and Tate from Impellam plc.
Freeths tax advised on the tax aspects of the acquisition and negotiated the allocation of tax risk between the parties. This continues Twenty20’s growth strategy, expanding the size and scale of the group’s services.
Read the full press release for this deal here.
Key contact: Alex Angelides
Freeths tax advised on tax issues relating to the client’s acquisition of a company that operates in the luxury end of the UK holiday market.
The buyer is a multi-billion turnover international holiday park operator, with over 180 holiday park sites across Europe. The acquisition of this company will be the first holiday park in the UK controlled by the buyer.
The entry of the buyer into the UK market has the potential to change the holiday park landscape in the next few years.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised the shareholders and management team of a hospitality group on the investment into a popular tea and street food chain by a global investment firm.
The tax team’s role in this transaction was to advise on the tax aspects of the investment and negotiate the allocation of tax risk between the parties.
Key contact: Alex Angelides
Freeths tax acted for shareholders on the sale of their shares in a hospitality company to a group of inns.
The tax team’s role in this transaction was to advise on the tax implications of the sale and negotiate the tax covenant on behalf of the Sellers.
Key contacts: Adrian Hackett & Zain Hanif
Insurance
Notable cases...
Freeths tax advised on the sale by an insurance group and other shareholders of a telematics company, to a mobility intelligence provider.
The tax department structured the transaction and restructured an employee share scheme to enable the transaction to go ahead.
Key contacts: Adrian Hackett & Alex Angelides
Intellectual Property, Tech & Media
Notable cases...
Freeths tax advised LDC on its investment into Star Live, a specialist production agency that delivers live event and specialist build solutions.
The tax team advised on the tax aspects of the investment and negotiated the allocation of tax risk between the parties.
Read the full press release here.
Read LDC's article here.
This transaction won the Midlands Mid-market deal of the year, read more here.
Key Contact: Alex Angelides
Freeths tax advised key client Definition Group Holdings Limited with their acquisition of Batonco2018 Limited, being the ultimate parent company of OTM, a London based creative marketing agency.
This is the group’s seventh acquisition and third in the last 12 months and this acquisition is set to deepen Definitions’ presence in the technology, financial services and public sectors.
The tax team’s role in this transaction was to advise on the tax aspects of the acquisition and negotiate the allocation of tax risk between the parties.
Read the full press release here.
Key contact: Alex Angelides
Freeths tax provided tax advice on the structure of a private equity investment into the UniHomes & Bills Limited group, with one of the primary aims being to retain the Seed Enterprise Investment Scheme (SEIS) status of shares held by key shareholders.
The transaction allowed a large investment into the group, which in turn would allow them to expand the business of renting out student accommodation/provision of bills services (i) to more cities across the UK and (ii) on larger scale within cities in which the service was provided. This allows the group to be one of the largest and most recognisable private student accommodation providers in the country.
The tax team’s role in this transaction was to advise on the structuring of the transaction and subsequent tax consequences as well as applying for HMRC’s confirmation that the proposed structure would not cause the denial of SEIS relief alongside the fact that HMRC would not implement anti-avoidance provisions.
Freeths corporate team led the due diligence and disclosure procedure, assisted by Freeths tax team. Freeths also drafted and negotiated key transactional documents with multiple in-house advisors and third party advisors.
Read the full press release here.
Read WBH's article here.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised Growth Partners on their latest acquisition of Business Leader Limited, a leading media and events company from Ascot Group (Holdings) Limited.
The tax team’s role in this transaction was to advise on the tax aspects of the acquisition and negotiate the allocation of tax risk between the parties. Business Leader will be able to grow its platform and further support the growth of UK businesses.
Key contact: Alex Angelides
Freeths tax advised and enabled SEIS/EIS investments into a high profile online publishing company.
Freeths tax provided advice on the availability and suitability of SEIS/EIS tax relief in addition to incorporating the Company and applying for SEIS and EIS advance assurance from HMRC on behalf of Company. Freeths also advised in relation to a structure plan for the Company as well as drafting the relevant investment documentation and liaising with investors.
Key contacts: Adrian Hackett & Zain Hanif
Freeths tax advised a private equity firm on its investment into a social care solutions provider.
This was the private equity firm’s sole platform for 2024. The tax team’s role in this transaction was to advise on the tax aspects of the investment and negotiate the allocation of tax risk between the parties.
Key contact: Alex Angelides
Freeths tax advised on the sale by an insurance group and other shareholders of a telematics company, to a mobility intelligence provider.
The tax department structured the transaction and restructured an employee share scheme to enable the transaction to go ahead.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised on the tax residency of companies within a food and beverage group and the economic and legal ownership of intellectual property developed by a group company.
Freeths tax advised on the implications if the economic and legal ownership of the IP did not align, including transfer pricing rules, thin capitalisation rules and controlled foreign company rules. The advice further meant that the economic and legal ownership to any future intellectual property was easily established and reconciled with the same group company.
Key contacts: Adrian Hackett & Rebecca Rudd
Legal & Financial Services
Notable cases...
Freeths tax advised Twenty20 Capital on the acquisition of brands including high-street names Blue Arrow, Career Teachers, Chadwick Nott, Global Medics, Medacs Healthcare, Litmus and Tate from Impellam plc.
Freeths tax advised on the tax aspects of the acquisition and negotiated the allocation of tax risk between the parties. This continues Twenty20’s growth strategy, expanding the size and scale of the group’s services.
Read the full press release for this deal here.
Key contact: Alex Angelides
Metals, Minerals & Resources
Notable cases...
Freeths advised on the sale of UK based metallurgical group of companies’ sale to an Employee Ownership Trust (EOT).
This sale marked the move of a large local employer from private ownership to full employee ownership.
The tax team’s role in this transaction was to advise on the pre-sale restructuring which was crucial in order to maximise the value of the sale to the EOT whilst ensuring that the selling shareholders benefitted from the generous EOT reliefs. HMRC statutory and non-statutory clearances were obtained in advance.
Key contacts: Adrian Hackett & Alex Angelides
Real Estate
Notable cases...
Freeths tax provided tax advice on the structure of a private equity investment into the UniHomes & Bills Limited group, with one of the primary aims being to retain the Seed Enterprise Investment Scheme (SEIS) status of shares held by key shareholders.
The transaction allowed a large investment into the group, which in turn would allow them to expand the business of renting out student accommodation/provision of bills services (i) to more cities across the UK and (ii) on larger scale within cities in which the service was provided. This allows the group to be one of the largest and most recognisable private student accommodation providers in the country.
The tax team’s role in this transaction was to advise on the structuring of the transaction and subsequent tax consequences as well as applying for HMRC’s confirmation that the proposed structure would not cause the denial of SEIS relief alongside the fact that HMRC would not implement anti-avoidance provisions.
Freeths corporate team led the due diligence and disclosure procedure, assisted by Freeths tax team. Freeths also drafted and negotiated key transactional documents with multiple in-house advisors and third party advisors.
Read the full press release here.
Read WBH's article here.
Key contacts: Adrian Hackett & Rebecca Rudd
Freeths tax advised on the cross-border restructuring of a group of Luxembourg incorporated companies, which held significant real estate assets and development opportunities in Germany. The advice guided and enabled a Part 26A Companies Act 2006 debt restructuring plan.
The tax team’s role in this transaction was to advise on the numerous tax implications of the restructure to ensure that the restructuring completed with no adverse tax consequences. Freeths also advised on the appropriate steps to ensure that each of the relevant companies involved in the restructure was able to become or remain tax resident in its desired jurisdiction alongside UK VAT registration requirements. The advice was provided promptly in order to meet strict court deadlines.
The restructuring allowed for the potential rescue of a number of companies in Luxembourg involved in the construction of high-value properties in Germany from insolvency and involved the release and appropriation of a number of debts.
Freeths tax advised on the various options available to sell a trading company to a connected holding company of a group owned by the same shareholders, while also allowing the reduction of intercompany debts owed by various connected companies to the ultimate holding company.
The tax team’s role in this transaction was to provide advice detailing the various options available to the shareholders to sell the trading company while also reducing the intercompany debt, which involved a detailed steps plan on how to best achieve the aims of the shareholders. Freeths also drafted various clearances to confirm the tax treatment of the transaction and a clearance to ensure HMRC would not implement anti-avoidance provisions.
Key contacts: Adrian Hackett & Emily Edgar
Freeths tax advised on the sale of a large portfolio of student accommodation and rental properties by a UK resident company whose sole shareholder is an Israeli national.
The advice has provided the company and shareholder with the option to dispose of the property portfolio of £18m in the most tax efficient way.
The tax team’s role in this transaction was to advise on the corporation tax implications of the disposal of the property by the company as well as the residency of the company following the disposal. Freeths also advised on the possible UK tax implications to an Israeli national of the different options of extraction of the funds from the company following the sale of the portfolio.
Key contacts: Adrian Hackett
Freeths tax advised on the cross-border tax implications of a multinational investment company making an investment loan into a UK company.
The tax team advised on the requirement to withhold tax on interest payments to foreign persons and assisted the foreign lenders in applying under the Double Taxation Treaty Passport Scheme. Freeths also prepared clearance applications to HMRC in respect of the Qualifying Private Placement Exemption.
Key contacts: Adrian Hackett, Emily Edgar & Calum Kamara
Freeths tax advised on tax issues relating to the client’s acquisition of leasehold land, to develop and operate residential assisted living accommodation.
The transaction allowed the client and its group to expand their business of providing assisted living accommodation to more areas across the UK.
The tax team’s role in this transaction was to provide detailed advice on the various property tax implications including VAT, SDLT, Construction Industry Scheme and Capital Allowances. Freeths tax team also negotiated the tax clauses in both the lease agreement and development agreement, while also reviewing the documents to ensure they did not impact the tax treatment of the transaction.
Key contacts: Adrian Hackett & Emily Edgar
Freeths tax advised on the implementation of the HMO leasing business model of an international property management company.
Freeths prepared detailed written tax advice on the company’s business model and advised on the corporation tax, SDLT, VAT, CIS, and withholding tax implications of operating the business from the UK.
The company is Europe’s largest living operating company. Its entry into the UK HMO market has the potential to transform the co-living property market in the UK.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised on the tax implications of the restructuring of the ownership structure of a development group to move the legal title to a £92 million property from a Guernsey registered company to a UK intermediary holding company.
The transaction brought the UK property under an ‘umbrella’ of a UK holding company which streamlined and simplified the now outdated group structure by the removal of non-UK registered companies and complicated trusts, enabling a more centralised, UK-based management of the group structure.
Freeths advised on the tax treatment of the removal of designated members of an LLP, the winding up of a trust with complicated trust documents, the transfer of the beneficial and legal title to a Scottish property intra-group, and the insertion of various holding companies into the group structure.
Key contacts: Adrian Hackett & Rebecca Rudd
Retail
Notable cases...
Freeths tax advised a family-owned investment group on its acquisition of a UK-based flooring solutions company from an international flooring products manufacturer, through its special purpose vehicle.
Alongside the acquisition, Freeths LLP also advised on the funding and investment into the special purpose vehicle by a finance company and a third-party investor.
The acquisition will allow the UK-based flooring solutions company to focus on its key business units, product categories, and portfolio of highly recognised home improvement brands.
Key contact: Alex Angelides
Transport & Logistics
Notable cases...
Freeths advised on the sale of UK based metallurgical group of companies’ sale to an Employee Ownership Trust (EOT).
This sale marked the move of a large local employer from private ownership to full employee ownership.
The tax team’s role in this transaction was to advise on the pre-sale restructuring which was crucial in order to maximise the value of the sale to the EOT whilst ensuring that the selling shareholders benefitted from the generous EOT reliefs. HMRC statutory and non-statutory clearances were obtained in advance.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax advised Twenty20 Capital on the acquisition of brands including high-street names Blue Arrow, Career Teachers, Chadwick Nott, Global Medics, Medacs Healthcare, Litmus and Tate from Impellam plc.
Freeths tax advised on the tax aspects of the acquisition and negotiated the allocation of tax risk between the parties. This continues Twenty20’s growth strategy, expanding the size and scale of the group’s services.
Read the full press release for this deal here.
Key contact: Alex Angelides
Freeths tax advised on the reorganisation and demerger of a group of companies operating a car repairs business.
The two shareholders wanted to take the different parts of the business in different directions. The group had various intra-group loans that needed to be reconciled as part of the process.
Freeths prepared a structuring plan by which the businesses would be separated and the intra-group loans rationalised. Without careful planning, very significant tax charges would be triggered in the process of separating the trades.
Freeths prepared a detailed steps plan and obtained HMRC clearance for the transactions.
Key contacts: Adrian Hackett & Alex Angelides
Freeths tax acted for the shareholders of a vehicle repair and maintenance company on the sale to an automotive services group.
The tax team’s role in this transaction was to assist with a pre-sale restructuring, advise on the tax aspects of the acquisition, and negotiate the allocation of tax risk between the parties.
Key contact: Alex Angelides
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