Shoosmiths advises NOTE AB on its £72.5m acquisition of STI

Thu, 7 May 2026 00:00:00 +0100

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Published: 7 May 2026

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Headquartered in the UK, STI operates two high-technology production sites in Hook and Poynton and employs approximately 300 people. The business is expected to generate revenues of around £60 million in 2026 and brings significant technical capabilities in advanced printed circuit board assembly, box build and testing. The acquisition significantly strengthens NOTE’s position within the strategically important defence sector and expands its Security & Defence segment.

Shoosmiths advised NOTE on all aspects of the transaction, including corporate, tax and securing clearance under the UK’s National Security and Investment Act.

Under client Partner Crispin Bridges Webb, the Shoosmiths team was led by Rosie Hendon (Legal Director), supported by Hugh White (Senior Associate) and Millie Gore (Associate). Tax advice was provided by Laura Gould (Partner), Manpreet Shoker (Senior Associate) and Amelia Hicks (Associate).

Crispin Bridges Webb, Partner at Shoosmiths, commented: “We are delighted to have supported our long-standing client NOTE on its acquisition of STI. The transaction is a significant, strategic step for NOTE and progresses its growth in the defence and aerospace sectors. We’re seeing strong appetite for defence and aerospace M&A across Europe, alongside rising valuations and increased investment in these sectors. Against this backdrop, the ability to navigate complex regulatory and compliance requirements is becoming increasingly critical to the successful execution of these deals.”

Rosie Hendon, Legal Director, commented: “It has been a pleasure to support the NOTE team on another key milestone in its international expansion, and this transaction highlights Shoosmiths’ continued success in delivering successful high-value, cross-border acquisitions.”

Neil Owen, VP NOTE UK, commented: “This is our fifth acquisition in the UK and once again Shoosmiths have been instrumental in the success of the project. Acquisitions require enormous amounts of high-quality knowledge, professionalism and intense working. All of which are abundant within the Shoosmiths’ team.

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Shoosmiths advises Frog Bikes on administration and sale to Frasers Group

Fri, 1 May 2026 00:00:00 +0100

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Shoosmiths advises on Frog Bikes sale to Frasers Group

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Shoosmiths has advised FRP Advisory in connection with the trading administration of children’s bike manufacturer Frog Bikes and the subsequent sale to Frasers Group, the retail business owned by Mike Ashley.

Published: 1 May 2026

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Founded in 2013, Frog Bikes built a strong UK and international presence, selling more than half a million bikes and distributing across more than 50 countries. Like many businesses in the sector, it has faced sustained headwinds including rising costs, tighter funding conditions and subdued post‑pandemic consumer demand.

Shoosmiths’ Corporate Restructuring & Advisory team advised on the administration process, working closely with management and the appointed administrators.

The Shoosmiths engagement was delivered by Legal Director Tom Swain with support form, Legal Director Charlotte Duce, Principal Associate Louise Snipe and Senior Associate Aadil Qureshi.

The sales process was run by FRP Advisory.

James Keates, Head of Shoosmiths’ Corporate Restructuring and Advisory Team, commented: “Frog Bikes is a well-known and much-loved brand, and this has been a sensitive and fast-moving situation. Our focus has been on supporting the business and its stakeholders through a challenging period, helping to protect value and create the best possible platform for a positive outcome.”

This mandate adds to Shoosmiths’ extensive experience advising on high-profile administrations involving consumer brands, including Pizza Hut UK, Bodycare and Wilko, and highlights the firm’s ability to support clients through complex restructuring and distressed situations.

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Shoosmiths advises shareholders on the sale of Senseco Systems Limited to andwis

Tue, 28 Apr 2026 00:00:00 +0100

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Shoosmiths advises shareholders on the sale of Senseco Systems Limited

to andwis

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Shoosmiths has advised the selling shareholders and the executive management team of Senseco Systems Limited on the sale of the business to andwis, a national group of specialist technical and compliance service providers backed by H.I.G. Capital.

Published: 28 April 2026

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Founded in 2009, Senseco is a leading provider of fire detection, suppression, security and automation systems, with a strong presence in the large and complex fire systems market across London and the South East. The transaction is a significant step forward for the business, bringing it into andwis’ wider portfolio of specialist providers operating across environmental, safety and compliance services. The addition of Senseco creates one of the UK’s largest independent providers of fire and security services.

Shoosmiths advised the selling shareholders on all legal aspects of the sale. The firm previously advised the investor on its initial investment into Senseco in 2019 and worked closely with the group on all seven subsequent bolt-on acquisitions.

Partners Aleks Bosch and Amit Nayyar co-led the transaction, with support from Principal Associate Adam Frost, Associates Sam Enderby and Olivia Ashcroft and Trainee Solicitor Stella Loukaidou. Principal Associate Caroline Airey and Principal Associate Georgina Jones provided tax support.

In a joint statement, Aleks Bosch and Amit Nayyar commented: “We have been working with Senseco for many years now and are delighted to have supported it on this deal.Senseco is a high-quality business with a strong track record of growth, and this transaction represents an exciting next step as it joins the andwis platform.

“This transaction underlines an increasingly confident UK M&A market that is providing opportunities across a number of sectors championed by Shoosmiths. We have an active team in the market and look forward to continuing to support leading companies and investors across the country as they undertake keynote transactions.”

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Shoosmiths bolsters Corporate team with ECM and Public M&A partner hire in London

Mon, 27 Apr 2026 00:00:00 +0100

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Shoosmiths bolsters Corporate team with partner hire in London

Shoosmiths announces the arrival of Equity Capital Markets (ECM) and Public M&A lawyer Ed Nisbet

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Shoosmiths is pleased to announce the arrival of Equity Capital Markets (ECM) and Public M&A lawyer Ed Nisbet as a partner in the firm’s London office.

Published: 27 April 2026

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Ed specialises in ECM and Public M&A matters, advising a diverse client base spanning public companies, boards, investment banks and investors. He arrives at the firm with 14 years’ experience as a corporate lawyer and was previously at Osborne Clarke.

Ed brings to Shoosmiths a high-quality mid-market ECM practice, with cross-sectoral experience. He has a particular focus on areas including technology, financial services, healthcare and energy transition, which aligns with Shoosmiths’ key sectors, including Financial Services, Healthcare and Technology. He has advised on complex restructurings and cross-border deals, AIM IPOs and secondary fundraisings, as well as strategic transactions.

Ben Turner, Head of Shoosmiths’ national Corporate team, said: "We're thrilled to welcome Ed to the team. His strong track record supporting clients on ECM and public M&A transactions makes him a key addition to our full-service corporate offering. Ed’s recruitment provides additional bench strength to complement our dynamic, award winning ECM practice."

Ed Nisbet said: “I’m delighted to be joining Shoosmiths’ Corporate team at a time of strong momentum for the practice. The firm has developed a high-quality M&A platform and has clear ambition to further develop its ECM and Public M&A offering.

I look forward to playing an integral role in that growth. With UK equity capital markets activity continuing to build, there is a significant opportunity to expand the firm’s public markets capability alongside its existing M&A strengths and support clients in accessing capital and executing their growth strategies.”

Ed is ranked in Chambers and Legal 500 and he was named as a Star Associate in the most recent edition of Chambers for his work on AIM.

Shoosmiths continues strong growth in London, adding 20 partners since April 2025, including IP lawyer France Delord, private equity lawyers Alison Chivers and Tim Nye and technology lawyer Sarah Reynolds. These appointments deepen capabilities across Shoosmiths’ three core practices in Corporate, Litigation and Real Estate and underline the firm’s strength in key sectors.

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Shoosmiths strengthens Private Equity team with double partner hire

Wed, 1 Apr 2026 00:00:00 +0100

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Shoosmiths strengthens Private Equity team with double partner hire

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Shoosmiths is pleased to announce the appointments of Tim Nye and Alison Chivers as Partners in the firm’s Private Equity team in London.

Published: 01 April 2026

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Tim and Alison bring significant corporate experience in mid-market private equity transactions in the UK and internationally. Their arrivals bolster Shoosmiths’ private equity team and strengthen the team’s market position and reputation as a high-quality outfit outperforming the market standard for transactional work and client wins. They join from Trowers & Hamlins, where each played a key role in establishing and building out the firm’s PE function.

Tim joins as a corporate partner, with over 22 years of experience advising private equity sponsors, portfolio companies, investment funds, family offices and mid-sized corporates. He has a particular focus on healthcare, real estate and technology. Tim is widely acknowledged for his strong track record in private equity, with recognitions as a Legal 500 Leading Individual, in The Lawyer’s ‘Hot 100’ list and in Who’s Who Global Healthcare. He is also Chambers-ranked.

Alison arrives at Shoosmiths with nearly 20 years of experience acting on private equity transactions across healthcare, pharmaceuticals, technology, business services and consumer brands. She has developed a significant practice across mid-market UK private equity funds, portfolio companies and owner-managed businesses. Recognised as a Leading Partner by Legal 500, Alison brings an innovative and collaborative approach to her work, leading initiatives including an M&A efficiency drive and progressive training programmes.

Ben Turner, head of Shoosmiths’ national Corporate division, said: “We’re delighted to welcome Tim and Alison. Their proven credentials, technical expertise and commitment to delivering outstanding client service make them invaluable additions to the firm and mark them out as outstanding hires in the mid-market private equity space. We are delighted to welcome them to our team and I’m confident that their recruitment will elevate what is already an outstanding PE business to even greater heights. Culturally, thanks to their innovative and progressive leadership and work practices, they are a fantastic fit with the firm. They bring a diversified client base across a range of sectors and will help the firm build on its strong track record of delivering for clients in the private equity sector while progressing our 2030 strategic growth ambitions.”

Tim Nye said: “I’ve admired the increasing body of work that the Shoosmiths team has undertaken within the private equity sector and the firm’s strong commitment to ambition, innovation and client delivery. I’m looking forward to being part of and contributing to a dynamic, forward-thinking and quality team.”

Alison Chivers said: “I’m excited to be joining Shoosmiths at this key juncture in delivering on the firm’s growth strategy. It is a great platform for us to reinforce Shoosmiths’ private equity and M&A offering, bringing my specialism within healthcare and pharmaceuticals, as well as my broader expertise in the sector.”

Their addition continues strong growth momentum in London, with the firm adding 17 lateral partners since April 2025 as it continues to deliver on its dynamic 2030 strategy. These additions, which include banking and finance lawyers John Dawson and Graham Knight, technology lawyer Sarah Reynolds, real estate finance lawyer James Salford and real estate development lawyer Jasvinder Sahotay, deepen capabilities across Shoosmiths’ three core practices in Corporate, Litigation and Real Estate and underline the firm’s strength in key sectors like technology and consumer.

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Shoosmiths advises Northridge on deal with Cordillera Investment Partners

Wed, 1 Apr 2026 00:00:00 +0100

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Press release | 2 MIN READ

Shoosmiths advises Northridge on Cordillera investment deal

Shoosmiths has advised specialist sports law firm Northridge on a minority investment from US private equity firm Cordillera Investment Partners.

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Shoosmiths has advised Northridge, a UK-based specialist law firm dedicated to complex and high-stakes legal matters in sport, on a minority investment from US private equity firm Cordillera Investment Partners.

Published: 01 April 2026

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Shoosmiths has advised Northridge , a UK-based specialist law firm dedicated to complex and high-stakes legal matters in sport, on a minority investment from US private equity firm Cordillera Investment Partners.

The transaction marks a significant milestone in Northridge’s growth and reflects increasing private capital interest in the professional services and sports sectors. The investment sees Cordillera take a minority stake and board position in Northridge to support its continued expansion into new areas such as media rights and stadium development.

The Shoosmiths team was led by James Foster, Private Equity Partner. James was supported by Corporate Partners Simon Procter and Natalie Redfern, as well as Senior Associates Jordan Collinson and Jade Price. From the firm’s tax team, Principal Associate Caroline Airey and Senior Associate Manpreet Shoker also advised on the investment. Shoosmiths worked alongside Northridge’s other advisors, KPMG and Kindleworth LLP.

James Foster, Partner at Shoosmiths, commented: “We are thrilled to have advised Northridge on this strategic investment. The transaction reflects both the strength of Northridge’s market position and the growing appetite from private capital to invest in high-performing professional services businesses, particularly those operating at the intersection of law and sport. Our work on this successful deal with Northridge reflects Shoosmiths’ strong track record advising on investments into professional services firms. Private equity’s increasing focus on high quality professional services businesses reflects a structural shift in how the asset class thinks about durability and value creation. These high quality assets combine mission critical client relationships, recurring revenues and deep intellectual capital, creating platforms that are both resilient and highly scalable with the right investment and operational support.”

Shoosmiths’ corporate team of over 150 lawyers specialises in the premium and upper mid-market and is one of the UK’s leading advisers to professional services companies and their investors, as well as one of the most active M&A teams in the market.

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Companies House security issue: Action for companies

Tue, 24 Mar 2026 00:00:00 GMT

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Article | 2 min read

Companies House security issue: Action for companies

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Companies House has published a statement about the security issue which affected its WebFiling service. The issue was identified on Friday 13 March and its WebFiling service was taken offline while it investigated and resolved the problem, which is understood to have been the result of an update to its systems carried out in October 2025. The service has since been restored.

Published: 24 March 2026
Authors: Debbie Brown

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Companies House has explained that, during the period in which the issue was live, it was technically possible for a logged in WebFiling user, in limited circumstances, to:

view certain information not normally shown on the public register, such as dates of birth, residential addresses and company registered email addresses
make unauthorised filings to another company’s record

At this stage, Companies House has said that it has no confirmed reports of data having been accessed or changed without permission and believes the issue could not have been used to extract data in large volumes. It has also confirmed that:

WebFiling passwords were not compromised and do not need to be reset
no identity verification data (such as passport information or personal codes) was accessed
existing filed documents could not have been altered
for those persons who have applied under the Companies Act 2006 to protect their personal details, this information was not affected

What companies should do

Whilst the ability to access information and make unauthorised filings is understood only to have been capable of exploitation by a logged in WebFiling user undertaking a particular series of steps, we strongly recommend following the advice which Companies House has issued for all companies to check their registered details and filing history to ensure that the information held on the register is correct and as expected. This can be done using the WebFiling and Find and update company information services.

This issue comes at a time of significant change at Companies House, as reforms continue to enhance the accuracy and transparency of the register. While this issue arose within Companies House’s own systems, its guidance reinforces the importance for companies to actively monitor their records. The free Follow service is a practical tool for this, enabling companies to receive alerts when filings are made, so helping to spot anything unexpected at an early stage.

If anything appears incorrect or unexpected, please get in touch with ShoosmithsCompanySecretarial@shoosmiths.com or your usual contact at Shoosmiths.

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Shoosmiths advises Central England Co-operative in significant merger

Thu, 12 Mar 2026 00:00:00 GMT

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Press release | 2 MIN READ

Shoosmiths advises Central England Co-operative in significant merger

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Shoosmiths has advised Central England Co-operative in one of the most significant mergers between corporate societies in recent years, as it joins with the Midcounties Co-operative to form OurCoop, the largest independent co-operative in the UK.

Published: 12 March 2026

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The member-led merger represents a historic, step for the movement, bringing together two values-driven organisations to strengthen the co‑operative model, deliver greater value for members and secure long‑term sustainability.

OurCoop is a £1.6bn independent co-operative society, employing around 13,000 colleagues and serving more than one million members, The combined organisation operates more than 500 food stores, 170 funeral homes, 70 travel agencies and almost 50 nurseries across the UK.

The transaction was led by Corporate Partner David Meisel, supported by a multi‑disciplinary team including Jade Price (Corporate), Gemma Siviter (Real Estate), Michelle Craven‑Faulkner and Rachel Rossdale (Commercial), Christian Cockcroft (Data Protection), Steph Pye (Employment), Tracey Hemingway and Suzanne Burrell (Pensions), Nicky Jenkins (IP), Hayley Saunders, Stephen Johnstone, Adam Flynn (Regulatory), and Rubina Zaidi (Regulatory), with support from Lorna Jolly and Inayah Noomahomed‑Qureshi (Financial Services).

The transaction was facilitated by a group refinancing led by Partner Ali Triptree, alongside Linda Williams (Legal Director and Partnership Secretary) and Jonny Adamson, with real estate support from Tim Flight, Helen Westwood, Natasha Sladen and Faye Pickering.

Corporate Partner David Meisel commented: “The bringing together of Central England Co-operative and Midcounties Co-operative is a significant moment for the industry. We’re proud to have advised on the merger and to have played a role in the successful formation of OurCoop that will strengthen the Co-operative brand across the UK.”

Selina Butterfield-Mashoofi, Chief Financial Officer at OurCoop, said: “This is about building long-term strength for our members. By bringing our societies together, we are creating a larger, more resilient organisation that remains firmly rooted in co-operative values while better positioned to invest, grow and deliver sustainable value for the communities we serve.”

In a joint statement, Joint Client Partners for OurCoop, Joe Stephenson, and Beth McArdle said: “We’re delighted to have played a role in connecting the Central England Co-operative and The Midcounties Co-operative, and to see both positive and impactful businesses pull together in the same direction. OurCoop will not just improve the business operations but will deliver greater value for members, create opportunities for colleagues, strengthen communities and act as a beacon for co‑operation in the UK and beyond.”

Shoosmiths’ M&A team is regularly instructed on market‑shaping transactions, including advising FOSROC on its $1.025bn sale to Saint‑Gobain, PI Industries on its offer to acquire Plant Health Care plc, and Reliance Brands on its joint venture with Mothercare plc, reflecting our strength across high‑value, strategically significant cross‑sector deals.

The Banking & Finance team worked closely with Deloitte and PwC to negotiate the refinancing terms with a syndicate of four lenders led by ABN AMRO as agent. The structure combines leveraged and real estate-backed elements and provides flexibility to support OurCoop’s future ambitions.

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Geopolitics, portfolio risk and the UK private equity opportunity in defence

Tue, 10 Mar 2026 00:00:00 GMT

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Article | 5 min read

Geopolitics & portfolio risk in UK private equity

The UK private equity opportunity in defence amid evolving geopolitical pressures

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In light of the military action in the Middle East, whilst geopolitical risk is always a key consideration for investors, there is no doubt it will have risen to the very top of the agenda this week.

Published: 10 March 2026
Authors: Holly Hirst

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While the immediate political and humanitarian consequences are paramount, the conflict also reinforces a broader structural trend already visible across private markets: defence and security are once again central to government policy, capital allocation and investment strategy.

For UK private equity, particularly in the midmarket, this raises important questions as to whether such a shift may reshape how sponsors think about portfolio construction, sector exposure and transaction risk and, indeed, whether this shift is already afoot given the Russia-Ukraine war and other recent conflicts around the world.

Defence moves from excluded to strategic

For much of the past decade, we have seen a reluctance from PE funds to invest in the defence sector. The common reasons quoted have been:

ESG constraints: The idea of investing in defence has often been viewed as “untenable” with traditional interpretations of “ESG” and has often been seen as mutually exclusive to ESG, largely due to the perception that defence is mainly associated with weapons manufacturing and the difficulty in balancing this with the social objective of “peace” and compliance with international law. Many investors have chosen to not open Pandora’s box and have opted to give the defence industry a wide berth due to these challenges.
reputational sensitivity: Interlinked with the ESG constraints, sponsors have exercised caution in making investments in defence because their GPs and LPs do not want any reputational damage to result from making such investments. It is for this reason that LPs have often requested specific investment restriction language around ammunition and the involvement of portfolio companies in its production, distribution, supply or trade, for example. The last thing a sponsor wants is to be front page news for playing a part in a global catastrophe.
deal complexity: There are numerous hurdles in making these investments. These include complex due diligence processes resulting from the additional challenges presented by classified information requiring ‘clean team’ arrangements or security clearances, limitations on W&I insurance coverage, change‑of‑control triggers in government contracts, and extended timelines under the National Security and Investment Act 2021 (NSIA) or FDI regimes. All of these complexities and potentials for delay are unattractive to sponsors who are under pressure to deploy funds promptly so they can quickly evidence returns.
return on Investment timelines: Investments in the defence sector often have longer ROI timelines due to the complex procurement processes and R&D cycles in the industry; regulatory challenges; the deal complexities that will undoubtedly arise for the buyer on the ultimate exit and supply chain challenges, to name but a few. As a result, holding periods of 8–10 years are not uncommon, compared to the more typical 4–5 years seen in other sectors. Therefore, these types of investment are likely to be more attractive to long term funds and “patient capital” funds or where there is the potential to transfer to “continuation funds” to achieve liquidity sooner.

Global military conflicts, combined with heightened cyber, space and infrastructure threats, have exposed the limits of public funding alone in sustaining modern defence capability. Governments are now not only increasing defence budgets, but actively seeking private capital to support supply chains, innovation and resilience. As a result, we have seen a shift in the messaging coming from Governmental Entities, including the European Commission, in the last year around how ESG and reputational concerns can be navigated in defence sector investments with careful consideration. The European Commission has been re-framing the concerns by indicating that investment in defence can align with the UN Sustainable Development Goals, stating that “the defence industry is a crucial contributor to the resilience and the security of the Union, and therefore to peace and social sustainability. Given its contribution to resilience, security and peace, the EU defence industry enhances sustainability.” This change in outlook and the fact that the industry is heavily regulated could be seen as mitigating the perceived adverse impact of making such investments.

Consequently, we are starting to see a cautious change of approach emerging, however. Crucially, midmarket investors are recognising that investment in defence is an opportunity that extends well beyond traditional weapons manufacturing. Areas such as aerospace components, cybersecurity, communications, data analytics, advanced manufacturing and space technologies — many of them “dual-use” — now sit firmly within scope. These businesses often serve both civilian and defence customers, making them more accessible to a broader range of sponsors. In parallel, encouraged by the evolving stance of governmental entities, many sponsors and LPs are recalibrating their ESG frameworks to distinguish between prohibited weapons systems and defensive or dual-use technologies that support national and economic security and pension funds and insurers are re-engaging with the sector. For UK sponsors, this shift has broadened the pool of potential capital available and reduced the friction that historically accompanied defence-related investments.

Private equity deal activity: signals from the market

Several global private equity firms have begun exploring dedicated defence and security strategies. In the mid-market, a prominent fund has actively invested in the UK defence supply chain, backing a drone training provider in February 2026 to support its growth across security and defence sectors.

In the US, a fund has agreed a $2.9bn take‑private of a major aerospace systems and components supplier. While large-cap in scale, the transaction is instructive: investors are backing defence-critical manufacturing assets with long-term customer relationships and strong aftermarket revenues.

At the industrial midmarket end, sponsors have been building defence-oriented platforms through acquisitions including pursuing classic buy-and-build strategies across fragmented aerospace and defence supply chains.

More generally, data providers report that European PE defence deals are on track to reach their highest levels since the Ukraine war, supported by rising national defence budgets and EU-level funding initiatives. Activity has focused on aerospace components, military engineering and defence-adjacent manufacturing — sectors where UK midmarket sponsors already have deep experience.

Defence as a portfolio diversification opportunity in an AI-heavy market?

The renewed interest in defence also reflects broader portfolio considerations. While artificial intelligence remains a powerful long-term growth theme, concerns are mounting around valuation and concentration risk. A relatively small number of AI-linked technology companies now account for a disproportionate share of market gains, prompting investors to look for assets that are less correlated to technology sentiment.

For private equity, defence and security offer a compelling counterbalance. Demand is underpinned by long-term government spending commitments rather than consumer cycles, and revenues are often supported by regulated procurement frameworks. For midmarket sponsors, these characteristics can provide downside protection at a time when parts of the technology market appear increasingly crowded.

Importantly, this is not an “either/or” decision. Many defence assets are themselves increasingly AI-enabled, allowing sponsors to retain exposure to technological upside while anchoring portfolios in strategically supported sectors.

Continued challenges

For sponsors who have not historically invested in defence, the jump to investing in such a sector will not happen overnight. Such sponsors will need to acquire the knowledge required to invest in such a complex sector and potentially entertain lateral hires to build up their capabilities to knowledgably shift their focus. Similarly, the opportunity to invest in these sectors will likely arise at “fund-creation” stage, so that the appropriate frameworks can be built into the fund documentation and the LPs with an appetite for such sectors can be approached.

For UK-focused transactions, regulatory risk remains central. NSIA has become a defining feature of defence and defence-adjacent dealmaking. Mandatory notification requirements apply to a wide range of activities relevant to midmarket PE, including military and dual-use technologies, advanced materials, communications and data infrastructure. Even minority investments, internal restructurings or bolt-on acquisitions can trigger review, with extended timelines and conditional outcomes.

The current geopolitical environment is likely to sharpen scrutiny further, particularly where transactions involve foreign ownership, cross-border technology transfer or complex fund structures. For sponsors, NSIA risk is not a late-stage issue — it must be assessed at the outset, alongside valuation, financing and execution risk, along with balancing the cost of the more complex DD exercise that will likely be required given the challenges mentioned above. Early regulatory analysis, careful transaction structuring and realistic deal timetables are now essential to maintaining certainty and protecting value.

Looking ahead

Recent escalations in global security tensions are a reminder that geopolitical risk is no longer a background consideration for investors. It is shaping government policy, market behaviour and capital allocation in real time.

For UK private equity, defence and security are no longer niche or opportunistic themes. They are becoming core components of midmarket investment strategy — driven by structural shifts in global security, evolving ESG frameworks and the need for portfolio diversification in an increasingly concentrated market.

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Shoosmiths deepens commitment to net zero by joining Legal Charter 1.5

Fri, 27 Feb 2026 13:03:23 GMT

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Press release | 2 min read

Shoosmiths deepens commitment to net zero

by joining Legal Charter 1.5

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Shoosmiths today announces that it has become a Full Member of Legal Charter 1.5, joining over a dozen leading commercial law firms across the UK to collaborate on the complex management challenges around accelerating the industry’s response to climate change.

Published: 16 September 2025

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Made possible through our partnership with charter secretariat Achill Legal, the firm’s participation aligns Shoosmiths with the charter’s goals to embed action against climate change within law firm leadership, innovation, team collaboration and client engagement.

Achill Legal is renowned for supercharging sustainability across the legal profession by bringing together leaders from academia, business and professional services to work hand-in-hand to find structured solutions to the issues around climate change.

Shoosmiths will be actively involved in engaging with the Advised Emissions workstream of the charter, whilst also providing insight to the Matters and Mandates and Education charters.

Max Finney, Shoosmiths Senior Sustainability Manager, said: “We are proud to be a part of this industry-leading initiative that ensures that those at in the most senior positions in UK law firms are integrating climate change considerations to their agendas. As Shoosmiths continues on our journey towards achieving net zero by 2040, we understand the importance of sharing our learnings with the wider community as well as to achieve the 1.5-degree target.

“Many thanks to our friends at Achill Legal for their support in getting Shoosmiths involved and we look forward to working with them and the other brilliant firms in the charter.”
Amanda Carpenter, Director of Legal Charter 1.5 and CEO of Achill Legal, commented: “We are delighted that Shoosmiths has joined Legal Charter 1.5. Shoosmiths’ ambition is to halve their emissions by 2030. Building on work to reduce their own carbon impact, they are enabling their workforce to support their clients and supply chain in their own decarbonisation efforts. We know that this is where the legal profession can have significant impact. We look forward to working with Shoosmiths to address the urgent challenges of climate change.”

This development supports Shoosmiths’ Sustainability Vision is to become a low-carbon law firm, delivering for our clients and communities to enable a sustainable future. The firm’s Sustainability Strategy, launched in April 2025, is designed to halve emissions by 2030 and support clients and our supply chain in their own decarbonisation efforts.

Over the summer, Shoosmiths won the Law Firm Internal Operations ESG Award at the 2025 Legal ESG Awards.

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Shoosmiths advises Five Arrows on the merger of Totalmobile Ltd and Solvares Group

Fri, 27 Feb 2026 00:00:00 GMT

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Press release | 1 MIN READ

Totalmobile Ltd & Solvares Group merger

Shoosmiths advises Five Arrows on the merger of Totalmobile Ltd and Solvares Group

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Shoosmiths has advised Five Arrows on the merger of Totalmobile Ltd and Solvares Group, creating one of the most comprehensive international providers of field service and workforce optimisation technology.

Published: 27 February 2026

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The combined business will support more than 4,000 customers across Europe, the UK and Australasia, strengthening its position as a leading provider of technology solutions for mobile workforces.

The Shoosmiths team was led by partners Elizabeth Ward and Amit Nayyar, supported by legal director Katie Yorke, senior associates Alice Richmond and Molly Cullen, and associate Kamil Piekarski.

Shoosmiths co counselled alongside Hengeler Mueller, with the team led by Andreas Hoger.

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Shoosmiths advises Solvares Group on acquisition of More-IQ

Fri, 27 Feb 2026 00:00:00 GMT

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Press release | 1 MIN READ

Shoosmiths advises Solvares Group on acquisition of More-IQ

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Shoosmiths has advised Solvares Group on its acquisition of More-IQ, a UK-based cloud-native dynamic scheduling software provider, strengthening Solvares’ field service technology offering.

Published: 27 February 2026

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The deal furthers Solvares’ strategic expansion within the UK market following recent investment activity.

The Shoosmiths team was led by Partners Elizabeth Ward and Amit Nayyar, supported by Legal Director Katie Yorke, Senior Associate Molly Cullen and Associate Connor Ogdon.

Elizabeth Ward, Partner in Shoosmiths’ Corporate team who led on the deal, said: “We are delighted to have supported Solvares on this strategic acquisition, which marks an important development in its growth journey and further highlights Shoosmiths cross-border expertise.”

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Shoosmiths advises on the sale of Parseq to Paragon Customer Communications

Fri, 20 Feb 2026 00:00:00 GMT

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Press release | 2 MIN READ

Sale of Parseq to Paragon Customer Communications

Shoosmiths has advised Parabellum Investments on the sale of Parseq Ltd

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Shoosmiths has advised Parabellum Investments on the sale of Parseq Limited, a South Yorkshire-headquartered business process outsourcing firm, to Paragon, an international business services provider based in London.

Published: 20 February 2026

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Parseq is a well-established outsourcing specialist, delivering document, ﬁnancial and payment processing for organisations with strict data and privacy standards across a range of sectors. Its acquisition by Paragon further strengthens Paragon’s business services offering and supports its continued growth strategy in the UK market.

Shoosmiths acted for the private equity sellers Parabellum Investments, advising on the full lifecycle of the transaction. The firm provided support across corporate, banking and finance, tax and property elements of the deal, delivering a fully integrated service to ensure a smooth and successful completion.

The Shoosmiths team was led by Client Partner James Foster, supported by Principal Associate Leah Cairney, Senior Associate Kendra McCullough and Trainee Solicitor Javid Laher. Principal Associate Jonathan Smith advised on real estate matters and Principal Associate Sophie Tyler and Trainee Solicitor Jasmine Chana provided Banking and Finance support. Partner Laura Board, supported by Senior Associate Manpreet Shoker, provided tax advice.

James Foster, Corporate Partner in Shoosmiths, commented: “We are delighted to have supported our long-term client Parabellum Investments on the sale of Parseq. This transaction reflects the strength of the company they have built and marks a significant combination in the business process services sector. It was a pleasure to work on the transaction supporting the in-house team, demonstrating our firm’s continued ability to deliver impactful full-cycle advice across successful transactions for selling parties.”

Alan Chan, General Counsel for Parabellum Investments, said: “Having worked with the Shoosmiths team on a number of transactions, they have developed a strong understanding of our way of working and consistently deliver clear, commercial and responsive advice. Their collaborative approach to resolving complex issues helped ensure the transaction completed smoothly and on time. Working with hard-working, competent and down-to-earth advisers is key to the success of our transactions, and I look forward to working with Shoosmiths again”

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Shoosmiths advises Kreston Reeves on deal to form £200 million advisory group

Mon, 9 Feb 2026 00:00:00 GMT

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Shoosmiths advises Kreston Reeves on major deal with AAB

A transaction that brings together the two professional services businesses to become a group with a combined revenue of over £200 million.

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Shoosmiths has advised the members of Kreston Reeves LLP on a deal with AAB that will bring together the two professional services businesses to become a group with a combined revenue of over £200 million.

Published: 09 February 2026

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This strategic acquisition by AAB will bolster the firm’s leading reputation and strong mid-market presence.

Kreston Reeves is a leading accountancy and business advisory firm with revenue of over £50 million and more than 550 staff. The firm provides a high-touch, personalised service, with a history spanning over 200 years, offering a breadth of expertise across its sector offerings, including audit, accounting tax and advisory services.

Supported by Goldman Sachs Alternatives, AAB is one of the fastest growing mid-market professional services firms, having secured 18 deals over the past four years in the UK and Ireland. The transaction is expected to take place in spring, and the move to bring together Kreston Reeves and AAB is the largest transaction that the accountancy firm has completed.

The Shoosmiths team was led by Corporate Partners James Foster and Simon Procter. They were supported by Principal Associates Natalie Redfern and Sophie Davies, Senior Associates Kendra McCullough and Alexandra Crow and Associate Arvind Paramiswaran. Senior Associate Alex Bevan provided HR support and Partner Laura Board and Principal Associate Caroline Airey supported on tax matters.

James Foster said: “We’re delighted to have supported the Kreston Reeves team as they accelerate their growth and long-term value to clients through this landmark transaction.”

Simon Procter commented: “Advising the Kreston Reeves team through this milestone transaction has once again shown the high standards and experience that Shoosmiths has when it comes to strategic investments and acquisitions. We’re pleased to have delivered this transaction for Kreston Reeves. It reinforces our leading expertise in the sector.”

Richard Spofforth, Managing Partner at Kreston Reeves, added:

“This is a significant milestone for our business, people and clients. Building on the strengths we have at Kreston Reeves, it will create new opportunities for our talented colleagues. For our clients, it will provide them with access to broader specialist expertise together with greater geographic reach.

“Simon, James and the whole team at Shoosmiths provided us with excellent service and advice. It was great to have their constant support from start to finish.”

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AIM rule changes reshape the path to UK capital markets

Thu, 5 Feb 2026 00:00:00 GMT

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ARTICLE | 4 min read

AIM rule changes reshape the path to UK capital markets

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The London Stock Exchange’s January 2026 updates to the AIM Rules and the Admission and Disclosure Standards align the regime with POATRs, streamlining admissions and clarifying disclosure expectations. The changes create a more consistent, transparent framework for issuers preparing for market entry or further fundraising.

Published: 5 February 2026
Author: Oliver Pilkington

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The London Stock Exchange (Exchange) has introduced a series of updates to both the AIM Rules for Companies (AIM Rules) and the Admission and Disclosure Standards (Standards), effective from 19 January 2026, to reflect the UK’s new Public Offers and Admissions to Trading Regulations 2024 (POATRs) and associated FCA rule changes.

AIM Rules for Companies

On 16 January 2026, the Exchange published AIM Notice 61 (AIM Notice 61 - AIM Rules for Companies - amendments for POATRs.pdf), confirming a series of amendments to the AIM Rules to implement the new POATRs, which have now replaced the UK Prospectus Regulation.

The amendments are designed to ensure that the AIM Rules operate effectively within the updated legislative framework and include the following key changes:

POATRs applicability to AIM companies: AIM companies must comply with the POATRs, the Financial Conduct Authority’s (FCA) Prospectus Regulation: Admissions to Trading on a Regulated Market sourcebook (Market Sourcebook) and the FCA's Market Conduct sourcebook.
streamline the need for Admission Documents: an admission document is not required for:

(a) further issues of securities of a class already admitted to AI

(b) the admission of a new class of securities where the issuer is already quoted on AIM

set disclosure standards for Admission Documents: where an admission document is required, it must now fully comply with Regulation 23 of the POATRs, and the Exchange has no authority to permit the omission of any information mandated by that regulation. In addition, the document must include a clear notification regarding investors’ potential withdrawal rights.
responsibility statements: Schedule Two of the AIM Rules now explicitly lists the responsible individuals and these individuals may be liable for compensation that may arise under Regulation 30 of the POATRs.
forward-looking statements: forward-looking statements included in admission documents will now fall under the same liability regime as prospectuses. The amended AIM Rules confirm that any information that is required to be disclosed by the rules will be excluded from the definition of protected forward-looking statement unless it relates to matters set out in the relevant items and sections referred to in 8.1.4(1) to 8.1.4R(3) and satisfies the conditions set out in 8.1.3R of the Market Sourcebook.

The guidance notes in the AIM Rules have also been updated. In particular, the notes to AIM Rule 3 have been amended to clarify where a new factor, material mistake, or inaccuracy arises, the relevant details must be disclosed in a supplementary admission document in accordance with the appropriate sections of Schedule Two, and any supplementary admission document must comply with Regulation 23 of the POATRs.

Admission and disclosure standards

On the same day, the Exchange issued amendments to the Standards which apply to securities admitted (or seeking admission) to the Exchange’s regulated markets and MTFs (other than AIM), including the Main Market. The changes to the Standards were published in Notice N01/26 (No1/26 FCAs New Rules for the public offers and admissions to trading regime).

The Exchange has amended the Standards to implement the POATRs and the Market Sourcebook, as well as to reflect the FCA’s changes to the UK Listing Rules. The changes to the Standards confirm that, following the FCA’s decision to discontinue the use of listing particulars as an admission document, new classes of securities can no longer be admitted to the Professional Securities Market, although further issues of an already‑admitted class may still be submitted for admission under the existing further‑issue framework.

Administrative processes have also been modernised by the Exchange. References to Form 1 have been removed from the Standards, with all applications for admission to trading now required to be made via the Exchange’s Self‑Service Portal, which was implemented during 2025.

The Exchange has confirmed in the notice that no changes are being made to the Standards governing the admission to trading of securities. From 19 January 2026, the FCA will admit securities as a class to the Official List, removing the need to make a separate admission application for further securities of an already listed class. However, applications for the admission to trading of any further issues of that class must still be submitted to the London Stock Exchange, as this process remains unchanged.

Concluding remarks

The January updates reflect the Exchange’s wider objective of ensuring that the UK’s capital markets remain competitive, well‑regulated and accessible. By aligning the AIM Rules and the Standards with the POATRs and the FCA’s revised rulebooks (which represent a significant modernisation of the UK’s capital markets rulebooks), the Exchange aims to provide greater clarity, reduce administrative friction and ensure consistency across admission and disclosure regimes. AIM companies and their advisers will now need to ensure their disclosure, admissions documentation and related processes comply with this updated legislative landscape.

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Technology & AI: Predictions and trends set to shape 2026

Tue, 3 Feb 2026 00:00:00 GMT

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ARTICLE | 6 min read

Technology & AI

Predictions & trends set to shape 2026

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There is never a dull moment in the digital world, and 2026 promises to be no exception. We can expect continued advancements within the fields of AI, quantum computing and fintech, but what does this mean for the wider regulatory landscape? In this article we outline our predictions and trends we expect to continue in technology and AI this year.

Published: 3 February 2026
Authors: Sarah Reynolds, Alex Kirkhope, Stefanie Hughes, Tom Brown, Charlotte Cannell

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A global shift in AI regulation?

It appears inevitable that AI will continue to develop at an unprecedented pace throughout 2026, but what remains to be seen is whether governments will take a step back from AI‑specific regulation in favour of leading the race for AI sovereignty and innovation.

In the UK, a private member’s bill seeking to regulate AI (which would require significant parliamentary support to progress) is currently on hold, with DSIT sticking firm to a position of regulator-led oversight, meaning that AI-specific legislation is not currently being considered in the UK. Similar deregulation themes have emerged from the EU, with the announcement of the wide-ranging Digital Omnibus in late 2025, a proposed package of measures aimed at simplifying the digital acquis, which includes measures relating to the EU AI Act. In the USA, the Trump administration has in turn issued an Executive Order aimed at limiting state level regulation of AI – though only after states including California, Utah, Texas and Colorado had moved to pass their own laws on AI.

Will this apparent retreat exacerbate an already fragmented digital regulatory landscape? Or will legislative efforts shift toward the most egregious use cases, as reflected in the UK Government’s current push to ban specific types of ‘deepfake’ imagery?

The race for quantum supremacy

Advanced compute capacity is recognised by most nations as a strategic asset crucial to support both the next generation of technology and their future economic prospects – indicating that a race towards quantum supremacy is on. Developing compute at the scale required to meet demand is already presenting challenges to both governments and businesses alike.

To secure continued confidence and investment, we can expect to see government partnering with private sector stakeholders to support the resilient infrastructure, streamlined planning processes, and economically viable energy and water consumption. In line with the UK’s 2025 Compute Roadmap, continued focus on AI Growth Zones and regional hubs – areas in the UK where investment in R&D, compute, and data centre construction can happen at speed – is also expected.

Perusing to purchasing: Agentic AI comes to the fore

The rise of agentic AI is poised to reshape both the retail and payments sectors in 2026, marking a shift from AI systems operating largely at the behest of user prompts, to those which are highly autonomous, capable of acting on behalf of consumers and retailers alike. If they operate as their developers claim, these agents will be capable of comparing products, negotiating prices, optimising delivery options, and even completing transactions end‑to‑end with minimal human involvement. Whilst reducing friction in commerce, this expansion in the scope of machine‑driven decision‑making will raise novel legal and ethical complexities.

When an autonomous agent makes a purchasing choice or executes a financial instruction, complex questions arise around liability, informed consent, and the handling of personal data. Legislators, including the EU with its stalled AI Liability Directive, have so far struggled to codify clear liability principles to address these questions into a coherent statutory framework. Whether governments chose to adapt existing frameworks such as those relating to consumer protection, online safety, and privacy, or enact new legislation to address these issues will remain an open and increasingly important question as industry adoption of AI technology accelerates in 2026.

Ambient retailing: An alternative to agentic AI

Sensors, computer vision and Internet of Things (IoT) devices will continue to transform the consumer retail experience into 2026 and beyond.

Technologies are being trialled and adopted within retail to create ‘smart shelves’ - tech-enabled stock facilities which monitor product levels in real-time and trigger restocking orders or alerts to staff depending on programmed requirements. In addition to this, we are likely to see a rise in ‘just walk out’ consumer experiences. Such experience is enabled by an AI-powered ‘smart cart’, which is programmed to recognise products as they are placed in a trolley and automatically charge a consumer’s digital wallet as they exit the store.

Again, whilst transformational to the traditional shopping experience, adopters of the technology should be alert to integration complexity and reliance on numerous different vendors. Those implementing this technology will need robust contracting models to ensure compliance with data, consumer, and anti-discrimination laws, and to manage operational and financial risk.

AI demand reshapes Tech M&A priorities and funding landscape

Tech M&A will shift towards mid-market deals, with buyers favouring stable, scalable companies and showing caution in deal value. Expectations of interest rate cuts and regulatory easing could spur more transactions, though financing uncertainty remains.

Demand for AI-native firms and infrastructure software is surging, driving significant investment in AI-related assets and R&D. Companies are refocusing portfolios on growth areas like AI and cloud, leading to divestitures and new opportunities. Strategic buyers will prioritise operational fit, while private equity will target high-growth segments to build scale.

Elsewhere, AI is rewriting the rules of European venture capital. Last year, €23.5 billion was invested – up more than 30% on 2024 and now driving around a third of all deal value. That surge has kept overall dealmaking afloat. Strip out AI, and the market would have shrunk.

But there’s a catch. Analysts warn that this level of concentration creates structural risk. If valuations reset and capital stays locked into a narrow band, Europe’s wider ecosystem could feel the squeeze with funding stress, fewer options, and a sharp dip in risk appetite.

Strategic shifts ahead for payments and digital assets

The upcoming regulatory changes in the UK and EU will significantly reshape the financial services and payments landscape, introducing new compliance obligations and operational challenges.

The Financial Services and Markets Act 2000 (Cryptoassets) Order 2025 will extend the regulatory perimeter to include stablecoins and other cryptoassets as specified investments, meaning activities such as issuance, custody, and exchange will require FCA authorisation and adherence to robust AML/KYC, governance, and consumer protection standards. This move is designed to mitigate systemic risks and enhance market integrity in the rapidly evolving digital asset sector.

Concurrently, the FSMA Amendment Order 2025 (SI 2025/859) will bring certain Buy-Now-Pay-Later (BNPL) agreements within the scope of regulated credit agreements from 15 July 2026, imposing requirements for creditworthiness assessments, transparent disclosures, and complaints handling, which will materially impact BNPL providers’ business models and merchant partnerships.

Finally, the Payment Service Directive 3 (PSD3) and revised Payment Services Regulations, expected in late 2026, will introduce sweeping changes to the payments ecosystem, including strengthened consumer protection measures, mandatory API standards for open banking, enhanced fraud prevention, and the removal of exemptions for technical service providers—requiring these entities to seek full authorisation and comply with operational resilience and incident reporting obligations. Collectively, these reforms aim to increase transparency, consumer safeguards, and systemic stability, while driving significant compliance investment, technology upgrades, and strategic realignment across digital finance, credit, and payment service providers.

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The professional services M&A boom

Fri, 23 Jan 2026 00:00:00 GMT

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ARTICLE | 5 min read

The professional services M&A boom

2026 opportunities & legal challenges

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The professional services sector is undergoing a significant transformation, with private equity investors and strategic buyers increasingly targeting these businesses.

Published: 23 January 2026
Author: Javid Laher

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The market has been attracted by their stable revenue models, strong client relationships, and opportunities to automate and streamline operations through technology. Understanding the unique legal and regulatory considerations in these transactions is essential for further M&A activity in this sector in 2026.

Why professional services are attracting investment

The pace of activity has accelerated sharply. Over the past year, multiple mid-market firms in both law and accountancy have secured external investment, reflecting a clear trend towards consolidation. This is not limited to one-off deals – investors are pursuing buy-and-build strategies to create national platforms and diversify service offerings.

Several factors explain this surge:

regulatory shifts: The SRA’s rules permitting non-lawyer ownership and the Financial Reporting Council’s audit separation requirements have opened new opportunities for external capital.
fragmented market: Consolidation opportunities amongst small and mid-sized firms make activity within the sector an efficient route to scale due to recurring revenue streams and predictable cash flows, efficiency and expanded geographic coverage.
capital requirements: Firms need funding for technology upgrades, automation, and international expansion.
succession planning: Smaller firms in particular face leadership transitions and external investment can be a solution to secure an exit for a partner as well as continuity and growth for the firm.
tax pressures: Recent changes to partnership tax rules mean that profits are taxed on a tax year basis rather than the accounting year-end. This had a particular cash flow impact for many firms, which encouraged them to seek security as part of a larger group.
specialist niches: More niche businesses, such as IP-heavy law firms or specialist consulting practices, are attracting heightened investor interest. Their higher barriers to entry and deep expertise create competitive advantages, making them particularly appealing for PE-backed consolidators.

The numbers underline the trend, nearly half of all professional services transactions last year involved PE-backed buyers. Surveys suggest that two-thirds of PE leaders plan to increase investment in this sector, with many targeting growth of 20–25%.

Recent market examples

Large platform deals making headlines:

Cinven’s investment in Grant Thornton UK – This transaction, completed in late 2024, is believed to value the firm at up to £1.5 billion, making it the largest private equity investment in the UK accountancy sector to date.
HG Capital’s investment in Cooper Parry – HG Capital acquired a significant stake in Cooper Parry, one of the UK’s fastest-growing accountancy firms, to accelerate its buy-and-build strategy and expand its advisory services. The deal underscores strong investor appetite for scalable professional services platforms.
Inflexion’s investment in DWF – Inflexion Private Equity took DWF private in a deal in a transaction which illustrated the willingness of PE to invest in “big law” (as well as smaller more volume based practices), a trend that is likely to continue.

Shoosmiths’ role in driving consolidation:

S&W Group’s strategic acquisitions – we continue to support S&W, a leading accounting and advisory business, and recently advised on two strategic UK acquisitions as part of its growth strategy with Apax Funds. The purchases of ClearViewIP, a London-based intellectual property advisory firm, and Peppercorn Tax, a specialist tax advisory practice in Newcastle help broaden S&W’s service offering and strengthen its regional presence in the North of England.
Azets acquisition of Ensors Accountants LLP – Shoosmiths has advised PE backed accountancy consolidator Azets on numerous acquisitions. Now one of the UK’s fastest-growing accountancy groups, we acted on its multi-million pound acquisition of Ensors Accountants LLP, a leading regional accounting, tax, and advisory firm.

Shoosmiths has also acted on numerous other acquisitions involving professional services firms and law firms, advising consolidators and investors on structuring, regulatory approvals, and strategies to mitigate legal risk throughout the transaction process.

Key legal issues

Professional services transactions differ from typical corporate acquisitions, in part because these businesses are usually structured as LLPs or partnerships rather than companies, and their value is heavily tied to people and client relationships rather than tangible assets. Parties should consider:

1. Structuring the deal

LLPs and partnerships dominate this sector, requiring bespoke structuring.
Common approaches include buyouts via a newco stack, minority investments, or carve-outs of non-core divisions, requiring additional complexity.
ABS structures under the Legal Services Act allow non-lawyer ownership but require regulatory approval.

2. Regulatory approvals

law firm acquisitions need SRA consent; accountancy deals require ICAEW approval.
these approvals can impact timelines and should be built into conditions precedent and long-stop dates.

3. Partner & talent Retention

professional services firms are fundamentally people-led businesses – their reputation and client relationships are built on their people. Restrictive covenants and earn-outs should protect against team departures and create ongoing performance incentives.
however, for non-partner staff, overly rigid restrictions and the disappearance of the perks of partnership can feel like a career block and risk damaging morale. Parties should consider how to use softer retention tools such as bonus schemes or other career development incentives.

4. Cultural & governance Integration

moving from a partnership model to a corporate structure is a cultural shift. Governance documents must balance investor control with professional autonomy.
deals often create tension between senior partners who receive a payout and the wider team who must continue driving growth but see no immediate benefit. Parties should consider retention schemes, equity participation, or bonus pools to maintain morale and alignment.

5. Tax considerations

LLP structures raise unique issues:
- allocation of deal proceeds can be flexible but complex.
- reinvestment by partners is typically post-tax, which can affect their willingness to reinvest and influence deal structuring.
- post-deal remuneration must consider salaried member rules and NIC exposure, which recent pre-budget rumours placed in the spotlight.
Moving assets between LLP and corporate entities can trigger tax charges, requiring careful planning.

6. Warranties, indemnities & PI insurance

it’s common for the buyer to require sellers to fund post-completion PI run-off cover. Parties must agree how this cover supplements or supersedes warranty claims.
the cost of PI cover is rising. Consolidators need to be aware of the impact of further acquisitions on their premiums.
focus on compliance with regulatory rules, client confidentiality, and cybersecurity.
HMRC scrutiny of partner incentivisation structures remains high.

These hurdles are not deal-breakers, they are deal-shapers. With the right advice, they can be managed to unlock long-term value.

Looking ahead

Consolidation in professional services is set to continue, driven by investor appetite and market dynamics. For buyers, success depends on understanding the regulatory landscape, structuring transactions to retain key talent, and managing integration risks. With experience advising on market-leading transactions, Shoosmiths is well placed to guide clients through these complex deals.

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Shoosmiths M&A: 2025 in review and 2026 outlook

Thu, 22 Jan 2026 00:00:00 GMT

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ARTICLE | 3 min read

Shoosmiths M&A

2025 in review and 2026 outlook

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As we look back on 2025, the M&A landscape has continued to evolve in response to global headwinds, regulatory complexity, and shifting client priorities.

Published: 22 January 2026
Author: Elia Montorio

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2025: a year of patience, precision & progress

At Shoosmiths, we advised on a huge number of transactions this year, across all sectors. There was a noticeable increase in deals involving technology, healthcare, real estate, and financial services.

A defining feature of 2025 was the lengthening of deal timelines. The average time to completion increased by nearly 20% compared to 2023, with several factors at play:

heightened regulatory scrutiny, including mandatory approvals under the NSI Act and FDI regimes.
more complex cross-border elements. Clients and counterparties taking extra time to assess risk and value, particularly in sectors facing rapid change.
increased due diligence.

Clients in 2025 demanded due diligence (DD) that went beyond the basics. The focus shifted to:

value-adding DD: DD was expected to uncover strategic opportunities, not just flag risks.
W&I insurance: While DD became more focused, clients were not willing to compromise on warranty and indemnity cover. Over 80% of our 2025 deals involved robust W&I policies, with Shoosmiths advising on exclusions and coverage in detail.
targeted DD: Buyers wanted bespoke reports addressing sector-specific risks, such as cyber security, data protection, ESG and geopolitical and political matters.

Data protection and cyber security moved from being a checklist item to a headline concern. Tech and healthcare deals DD included comprehensive cyber risk assessments and GDPR compliance reviews. Notably, over 30% of our 2025 transactions involved a material cyber or data protection component.

Political & geopolitical due diligence / geopolitical risk assessment

A really interesting and notable development is that we are increasingly seeing political and geopolitical due diligence become a standard part of M&A transactions by buyers, driven by heightened government scrutiny, shifting global policies, and rising political engagement.

This new layer of diligence helps buyers identify risks tied to political law compliance, as well as broader regulatory, national‑security, and geopolitical factors that can influence not only deal clearance but also go to the value of a company. Just as importantly, they see the importance of this diligence in assessing whether there could be reputational consequences.

As a result, this form of due diligence is becoming essential to understanding future operating conditions, protecting deal value and reputation, and navigating increasingly politicised transaction environments.

2026: looking ahead sophistication, speed & strategic value

As we look to 2026, several trends are set to shape the M&A market:

1. Sophisticated buyers and DD

Buyers will continue to demand DD that is both targeted and strategic. Expect more use of AI-driven DD tools, horizon scanning for regulatory and political risks, and sector-specific cyber assessments.

2. Balancing speed & thoroughness

While deal timelines may remain extended, there will be pressure to streamline processes without sacrificing quality. Technology and collaboration will be key.

3. Political risk & horizon scanning

With ongoing geopolitical uncertainty, political and geo political diligence becoming more standard, especially in cross-border and regulated sector deals. AI-driven horizon scanning will increasingly be used to monitor regulatory changes and anticipate compliance risks.

Conclusion

2025 was a year of adaptation and innovation in M&A. Our clients demanded more from due diligence - insight, value, and strategic foresight. As we move into 2026, Shoosmiths remains committed to delivering sophisticated, value-adding advice, helping clients navigate complexity and seize opportunity.

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UK education sector: 2025 investment activity review and what to expect in 2026

Wed, 21 Jan 2026 00:00:00 GMT

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ARTICLE | 5 min read

UK education sector

2025 investment activity review & what to expect in 2026

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Despite ongoing challenges, 2025 proved the resilience of the UK education sector and reaffirmed its strong appeal to investors. The following article explores analysis of 2025 and thoughts to the year ahead from our education investment sector experts.

Published: 21 January 2026
Author: Claire Checketts

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Market trends from 2025

Independent schools

As anticipated, the introduction of 20% VAT on private school fees has reshaped the sector, creating both challenges and opportunities. Whilst some schools, in areas where supply exceeds demand, have unfortunately been forced to close, the shift has also prompted a wave of opportunities for strategic expansion and consolidation. We are seeing an increase in the number of independent schools that are joining larger groups, often supported by private equity, to strengthen their resilience and reach. At the same time, we have seen increased diversification within existing groups and a growing focus on exploring opportunities beyond the UK.

Nurseries

In 2025, the Government’s expansion of early year’s funding acted as a clear catalyst for activity across the early years sector. The policy has driven a marked increase in demand, creating acquisition opportunities for operators able to scale quickly and meet evolving parental needs.

Despite this momentum, the nursery market remains structurally fragmented, shaped by the large number of owner‑managed settings. As a result, there is a continued appetite in the sector for those with buy and build strategies.

At the same time, workforce pressures have intensified sector‑wide focus on recruitment, retention and incentivisation, with providers increasingly adopting apprenticeships and enhanced training pathways to strengthen capability and improve staff engagement.

SEND

Social demand for high‑quality SEND provision has never been greater and this momentum is driving exciting progress across the sector. We are seeing support models broaden beyond traditional frameworks, unlocking more innovative and flexible ways to meet children’s needs. The private sector is increasingly well‑placed to partner with local authorities, offering enhanced support for children who sit outside mainstream provision, whether through personalised in‑home programmes or dynamic remote‑learning solutions. Together, these developments signal a more responsive, inclusive and ambitious future for SEN provision and one which we hope is only further supported with the awaited SEND white paper from the UK government.

EdTech

Leaders are navigating tighter budgets, rising cybersecurity threats, and a demand for bespoke learning solutions and, as a result, we are seeing that EdTech is now being viewed as a necessity and not a luxury.

AI, data analytics and new classroom technologies are transforming both student learning and the way educators teach, measure progress, and support each learner. Solutions to improve back-office efficiencies are also being sort by educational establishments.

This in turn means that investment into the UK’s EdTech sector continues to accelerate, driven by the dual forces of private equity appetite and strategic buyers seeking digital capability, scale, and defensible recurring revenue.

The sector is viewed as being resilient to AI and has been open to digital transformation and to adopt hybrid teaching models, which often rely on bespoke technology. Investors are increasingly selective favouring platforms with proprietary IP, measurable outcomes, and scalable SaaS models but remain committed to EdTech as a structural growth category.

Strategic buyers, both UK‑based and international are also accelerating M&A activity as they seek to strengthen their digital capabilities. Recent EdTech acquisitions include digital content, early literacy tools, assessment platforms, and virtual tutoring providers, illustrating an appetite for assets that complement existing education ecosystems.

Both PE and strategics are pursuing UK EdTech investments for similar reasons such as scalability and the opportunity for rapid cross‑border growth.

A sector under pressure - but still attractive to investors

Universities, independent schools, early years providers and EdTech companies are entering 2026 facing affordability challenges, workforce shortages, and increased scrutiny around learning impact. Yet these same pressures have triggered strategic investment, consolidation and portfolio reshaping, making the sector more agile and investable.

PE activity remains strong, driven by the UK’s status as one of Europe’s largest education investment markets. Investors are focusing on segments aligned with:

digital transformation and hybrid learning
outcome‑based education models
scalable platforms with stable cash flow

Large-scale deals, such as Nord Anglia’s continued expansion, underscore the appetite for premium K–12 platforms, while PE funds with specialist education mandates (such as Providence, Apax and Eurazeo) are increasingly focused on UK assets as part of global strategies.

Investment in the UK education sector in 2026

Education in the UK is changing quickly because technology, global trade and the needs of employers are altering the way pupils study and get ready to work. Employers are placing an ever increasing focus on learning that produces demonstrable skill and now look for people who communicate well, solve problems, adapt fast and handle digital tools – paper qualifications alone are no longer enough.

Investment in the UK education sector in 2026 is being shaped by a mix of financial pressure, structural reform, digital transformation, and continued private capital interest. Despite constrained budgets across institutions, the sector remains highly investable, with both private equity and strategic players pursuing opportunities that align with long‑term demand for skills, technology, and resilient educational models.

K12 continues to stand out as the most attractive area for investment, and we expect to continue to see continued consolidation of smaller groups in this space. In addition, in the nursery market where fragmentation persists, we expect continuing opportunities for operators pursuing buy‑and‑build strategies.

At the same time, investor interest is widening, with growing momentum behind diversified education businesses, specialist SEN providers and emerging EdTech platforms. EdTech and AI, in particular, remain high‑potential growth areas which, when approached with clear focus and scalable models, offer exciting prospects for 2026 and beyond.

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Overall, the UK education sector in 2026 presents a compelling investment landscape. There is private capital out there to deploy and 2026 is set to be a year defined by strategic restructuring, targeted investment, and technology driven evolution across the UK education sector. Deal flow remains steady, setting the stage for what is likely to be another active year for both providers and advisers.

Claire Checketts, Partner

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2026 predictions: What’s on the horizon for the venture capital market?

Thu, 15 Jan 2026 00:00:00 GMT

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ARTICLE | 4 min read

2026 predictions

What’s on the horizon for the venture capital market?

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2025 marked a pivotal year for the UK and European venture capital market, with exit activity returning to the spotlight. Here’s what Shoosmiths saw in the market in the last 12 months, and what may be in store as we look ahead to 2026.

Published 15 January 2026

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Shoosmiths advised on a number of high profile VC-backed exits, reflecting a maturing ecosystem, renewed appetite from strategic buyers and secondary investors and a strong desire from funds to seek returns for their LPs.

Key trends from Shoosmiths’ ECVC deal data

surge in exit activity: Shoosmiths supported landmark exits including BGF’s successful exit from Panthera Biopartners Limited – a leading UK site management organisation for clinical trials. Deals have highlighted the growing momentum for founders and investors seeking liquidity and new growth partners.
diverse exit routes: Exits were achieved through trade sales, secondary buyouts, and recapitalisations. Many transactions featured a blend of primary and secondary components, enabling early investors to realise returns while new capital fuelled further growth.
international buyer appetite: A significant proportion of exits involved overseas buyers, underlining the global appeal of UK and European innovation.
mixed returns: A number of exits were achieved which secured jobs and the future of companies, but with limited or low profile returns for investors – but did enable returns to be made to LPs and for portfolios to be refreshed and refocused.
sector hotspots: In 2025, AI, data analytics, healthtech and clean energy emerged as the standout sectors in global venture capital, each attracting significant investor attention and robust deal activity. AI and data analytics dominated the landscape, accounting for over half of global VC funding, with major rounds for companies such as Anthropic, xAI, and Mistral AI, and the UK establishing itself as a leading hub for AI investment. Healthtech maintained strong momentum, driven by ongoing pressures in healthcare systems, workforce shortages, and the need for digital transformation, with venture funding stabilising at high levels and innovation focused on AI-powered clinical and administrative solutions. Clean energy also reached record investment highs, surpassing traditional energy sectors for the first time, with solar PV and battery storage leading the way and AI playing a crucial role in optimising power generation and grid management. These trends are consistently highlighted across leading industry reports, including KPMG’s Venture Pulse Q3 2025, PitchBook, Forbes, Deloitte and J.P. Morgan - all of which confirm that these sectors are at the forefront of investor interest and are driving the next wave of innovation and growth in the market.

Shoosmiths ECVC deal metrics: what’s shaping the market?

Shoosmiths’ 2025 ECVC data reveals several key metrics and trends that shaped dealmaking and exits:

Liquidation preferences

In both 2024 and 2025, approximately 70% of all recorded Shoosmiths’ ECVC deals used a 1x liquidation preference, confirming it remains the clear market standard in VC deals. Participating preference and deals with no liquidation preference were present in the data but with no significant shift, indicating a stable market following the atypical volatility of 2021/2022.

Warranties

warrantors: The vast majority of deals at the pre-seed and seed stage required company and founder warranties with investors still wanting to ensure that founders have “skin in the game” – but this significantly falls away from Series A onwards.

Bridge financing

form: Convertible loan notes were used in the vast majority of bridge finance transactions although just under a third of deals used advance subscription agreements (ASAs), simple agreements for future equity (SAFEs) or a mixture of those alongside CLNs.
valuation caps: Around half of bridging transactions included a valuation cap protecting investors from unexpected valuation jumps prior to conversion when there capital may have been introduced at a risker time for the business.

Looking ahead, the outlook for VC exits remains positive, but the landscape is evolving:

continued exit momentum:
A strong pipeline of scale-ups and renewed interest from corporates and private equity will keep exit activity robust.
IPO window opening?
Improving market sentiment, on the back of IPOs for the likes of Klarna, could see the IPO route further reopen for high-growth tech and health companies.

Conclusion

While 2025 did not reach the extraordinary highs of the atypical 2021/2022 boom, it marked a period of renewed momentum for the venture capital market. The year was characterised by increased exit activity, robust deal flow, and growing international interest. Investors demonstrated greater flexibility in deal structures, prioritised alignment between founders and backers, and showed a strong appetite for innovation across sectors such as AI, healthtech and sustainability.

As we look to 2026, the outlook remains challenging but dynamic for those well positioned to take advantage of the market conditions. Founders and investors should anticipate continued competition for high-quality assets, evolving exit routes, including IPOs, trade sales, and secondaries, and a sustained emphasis on governance, founder incentives, and global connectivity. Adaptability, sector focus, and readiness for cross-border opportunities will be key to success in the year ahead.

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UK private equity: 2025 in review & what to expect in 2026

Fri, 9 Jan 2026 00:00:00 GMT

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ARTICLE | 6 min read

UK private equity: 2025 in review & what to expect in 2026

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2025 was a year of selective optimism for the private equity market. Whilst deal values rebounded, deal volumes remained flat, creating a two-speed market: premium assets attracted strong multiples, while mid-market transactions relied on creative structuring.

Published 9 January 2026

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The market did not experience the boost anticipated from lower interest rates and greater political stability following the 2024 elections. We also did not see the expected uptick in exit activity to unlock liquidity for investors, amid continued economic and political headwinds.

Looking ahead, the market is again optimistic about 2026 and expects increased activity, supported by regulatory reforms, financing flexibility, and sector tailwinds – but success will hinge on agility and operational excellence. In this piece, we explore the above themes in more detail below.

2025: key themes

Deal flow

Whilst aggregate deal value improved, volumes were fairly static (albeit more resilient in the UK & Ireland than wider Europe, with the UK & Ireland’s demonstrating leadership in terms of deal volume, value, and fundraising, maintaining its position as Europe’s PE powerhouse despite macroeconomic uncertainties according to data from PitchBook). Deal volume in early 2025 was affected by macroeconomic conditions, but larger transactions led growth. According to Global Data, PE buyouts in Q1 2025 fell sharply (down 36% from Q4 2024 and down 18% from Q1 2024), as investors frontloaded deals in Q4 of 2024 ahead of UK tax changes and global economic uncertainty. However, the data also shows that the average size of deals increased notably, and the presence of several high-value deals indicated a flight to quality assets.

Buy-and-build strategies continued to dominate mid-market activity, as investors sought growth opportunities within existing portfolios amid subdued exit activity. According to PitchBook, add-ons made up circa 56% of European PE deals in 2025 by deal count. Holding periods for sponsors have lengthened and now stand at circa 5.3 years (compared with circa 4.1 years in 2020), according to gain.pro. Consumer and industrial assets appeared hardest hit, with other sectors most impacted by volume declines in Q1 2025 being healthcare/life sciences (-57%), financial services (-46%), and technology/media (-41%), according to Global Data.

Valuation dynamics

Despite the reduction in the cost of capital and expectations of more moderate sell-side valuation levels after the “Covid deal boom”, valuation gaps persisted. These gaps drove longer processes and increased use of earn-outs, deferred consideration, larger vendor rollover percentages, ratchets, and other performance-related conditions attached to sweet equity awards, creating further complexity in negotiations and deal timelines.

It appears that some investments made during the “Covid deal boom” under accelerated timelines have not performed as anticipated, which may be driving continued nervousness around valuation and an increased focus on due diligence.

Sector hotspots

Unsurprisingly, we continued to see heavy investment in the technology sector, with a premium placed on revenue-visible and AI-enabled businesses. Investors have also looked at creatively structuring deals in this sector, including cherry-picking customer subscriptions from within a wider business, with consideration based on the ARR successfully transitioned to a buyer.

Business services also made a strong appearance – including law firm and accountancy firm acquisitions, which appear to be gaining traction in other jurisdictions. For example, Shoosmiths advised Azets on its acquisition of Ensors, one of East Anglia’s oldest and most respected firms of Chartered Accountants Energy and infrastructure continued to gain momentum throughout 2025.

In the business services sector, regulatory approvals from professional authorities such as the FCA and SRA were a key feature and contributed to longer processes in 2025.

Exit environments

Despite the anticipated “rebound of the exit”, we saw only a modest recovery in PE-backed IPO activity in 2025, and less so in the UK market. However, sentiment remains positive. Continuation funds and the GP-led secondaries market are here to stay and, given their expected record-breaking year, continue to be a vital part of sponsor strategy amid increased holding periods, market uncertainty, and growing investor demand for liquidity.

Financing trends

The same pattern of stiff competition for strong deals follows in debt finance transactions. Lenders have competed heavily for quality deals in the last 12 months, typically to PE’s favour. Sponsors often have reputation and trust on their side when running a process; that can help drive better pricing, but it more obviously translates into flexibility in other deal terms – often around permitted acquisitions (to support the buy and build strategy), further flexibility in upstreaming payments to sponsors and holdco management, extending CAF purposes to finance earn out and deferred during the term, as well as flexibility for continuation vehicles to step in given the ongoing length of holds and portability on a change of control.

2026 Outlook: What’s next for UK PE?

Deal activity

Cautious optimism is likely to remain a theme in 2026. Deloitte’s 2026 M&A Trends Survey shows that 90% of PE respondents expect to increase deal counts and aggregate value in 2026, while 2025 ended with high deal value but flat volumes. Public-to-private momentum may pick up in 2026, as UK mid-caps remain attractively valued. Sponsors continue to feel pressure to return liquidity to investors, so we remain optimistic that we may finally see the exit uptick in 2026. The legal market should be prepared to assist clients with exit readiness to ensure smoother and speedier processes.

Exits

Whilst we are hopeful that exit momentum will pick up in 2026, and we and the CF community are seeing businesses prepare ahead of expected exit processes, continuation vehicle transactions are anticipated to remain a mainstream option for returning liquidity to investors. Analysts expect circa 20% of distributions in 2026 to result from these transactions, according to Cambridge Associates.

There is also optimism that IPO reforms in the UK – which will result in streamlined prospectus rules and shorter disclosure periods – may make listings more attractive, especially when combined with stamp duty incentives on new LSE listings. This could continue the growth of private equity-backed IPOs, which more than doubled in the first three quarters of 2025, with proceeds rising by 68%, according to City AM.

Financing landscape

Competition is likely to continue, with credit available for quality deals. Anecdotally, we’re seeing several of the challenger banks and alternative lenders start to adapt their products and their teams, with a view to being able to offer more dynamic terms akin to the sponsor backed market. We expect continued competition on pricing and terms for quality new lends, but with refinances and recaps remaining commonplace until the uptick in exits comes to fruition.

Sectors

Technology is expected to continue attracting premium valuations for category leaders, with a particular focus on AI as an operational enabler ripe for growth amid global adoption. Healthcare and essential services are expected to remain important sectors, with recurring revenue models central to mid-market PE strategies. Energy and infrastructure are also anticipated to attract attention from PE investors, with some predicting it will be a top-three sector through 2030.

We also expect continued interest in business services, not just in the mid-market but also in the upper mid-market, as already demonstrated by the announcement of the acquisition by Bridgepoint of Interpath from H.I.G Capital as we kick off 2026.

Conclusion

2025 demonstrated that resilience and creativity remain the hallmarks of the UK private equity market. While deal values rebounded, persistent valuation gaps, elongated holding periods, and subdued exit activity underscored the need for sponsors to stay agile. The year highlighted a clear flight to quality, with premium assets commanding strong multiples and mid-market deals relying on innovative structuring to bridge expectations.

Looking ahead, 2026 offers cautious optimism. Regulatory reforms, financing flexibility, and sector tailwinds – particularly in technology, energy, and essential services – are expected to support increased activity. However, success will depend on operational excellence and readiness for exits, as sponsors face mounting pressure to return liquidity. Continuation vehicles and creative financing will remain integral, while IPO reforms may reinvigorate public listings.

In short, the UK PE market enters 2026 with opportunity on the horizon. Those who combine strategic foresight with disciplined execution will be best placed to thrive in an environment that continues to reward adaptability.

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Shaping the future of AIM: Insights from the London Stock Exchange’s 2025 feedback statement

Wed, 31 Dec 2025 00:00:00 GMT

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ARTICLE | 4 min read

Shaping the future of AIM

Insights from the London Stock Exchange’s 2025 feedback statement

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On 7 April 2025, the Exchange issued AIM Notice 59, launching a discussion paper titled 'Shaping the Future of AIM'. This paper invited feedback on the ongoing evolution of AIM and outlined proposed strategic enhancements, including potential amendments to the AIM Rules for Companies (AIM Rules), to support the market’s continued growth and success.

Published 31 December 2025

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Following consideration of the feedback received, the Exchange issued a Feedback Statement (Discussion Paper - Feedback Statement - Shaping the Future of AIM) in November 2025 which summarises market responses received and sets out the Exchange’s intended actions to evolve AIM, ensuring it remains a distinct, competitive, and growth-focused public market.

AIM has long been the UK’s go-to market for growth companies, those seeking to scale, innovate, and access public capital. Its flexible regulatory approach, positioned between private markets and the Main Market, has enabled it to nurture entrepreneurial businesses and serve as a testbed for market innovation. Despite recent headwinds, the feedback received by the Exchange confirms that AIM’s unique role remains vital for the UK’s economic future.

Overarching themes

The overarching themes from the Feedback Statement are:

strong support for AIM’s unique position between private markets and the Main Market
recognition of AIM’s flexible, non-prescriptive regulatory structure, which has enabled it to adapt and innovate
AIM’s role as a testbed for regulatory and capital markets product development is seen as a key strength
the need to maintain and clarify AIM’s distinct purpose, risk profile, and value proposition.

Actions & changes

The Feedback Statement outlines the comments and support received from market participants regarding proposed changes to the AIM Rules. Where there is clear consensus, the Exchange will, before formal rulebook updates, consider requests for exemptions (derogations) and update guidance to deliver immediate benefits to AIM companies and their investors. For more complex or debated changes, further consultation will take place as part of a broader rulebook review. This pragmatic approach ensures that AIM remains responsive to market needs, while maintaining robust governance and investor confidence.

Immediate action & AIM rules changes

dual class shares: Dual class share structures that meet the current Main Market requirements (applying equivalency where appropriate) will be acceptable for prospective AIM companies
related party treatment of director remuneration: Nominated advisers will not be required to provide a fair and reasonable view on directors' remuneration (that is not part of the standard remuneration package) provided the nominated adviser is satisfied that there are reasonable protections in place (such as good leaver/bad leaver terms). All other requirements of AIM Rule 13 will continue to apply.

Commentary: AIM is designed to attract entrepreneurial, founder-led companies. Dual class shares enable founders to maintain strategic control as their companies grow and raise capital from public markets. Allowing dual class structures makes AIM more attractive to high-growth, innovative businesses that might otherwise stay private or seek overseas listings where such structures are permitted. Furthermore, it makes AIM more competitive internationally; global markets, such as the US’ Nasdaq and NYSE allow dual class shares. Additionally, a more pragmatic approach to director pay will help AIM companies attract top talent.

Streamlined M&A: Reforms to the rules on acquisitions and reverse takeovers will make it easier for AIM companies to grow through M&A. Effective immediately, the Exchange has confirmed that they will consider derogation requests:
- for an acquisition to be treated a substantial transaction (under AIM Rules 12) instead of a reverse takeover (under AIM Rule 14), removing the requirement for an Admission Document, where there is no fundamental change of business. AIM Regulation may require shareholder approval for such a substantial transaction
- where both parties to a reverse takeover are publicly traded companies, to allow for reduced disclosure requirements for the Admission Document, instead of the full Schedule Two requirements
- not to automatically suspend trading when a reverse takeover is proposed, provided that suitable alternative disclosures can be made.

Commentary: By reducing unnecessary documentation and allowing more flexible disclosure requirements, these measures will lower administrative barriers and costs. This will enable ambitious companies, especially founder-led and innovative businesses, to act quickly on strategic opportunities, remain competitive, and deliver greater value to their shareholders, all while maintaining appropriate levels of transparency and investor protection.

AIM Designated Market (ADM): to make AIM more accessible and appeal to international companies and provide a genuine fast-track route to market, the Exchange encourages nominated advisers who are working on prospective ADM admissions to reach out to AIM Regulation for support in streamlining the work they undertake.

Commentary: This step aims to reinvigorate AIM’s appeal as a growth market and make it easier for high-quality international businesses to join AIM.

Admission document changes: Effective immediately, the Exchange has confirmed that they will consider derogation requests:
- to dispense with the publication of an admission document for the admission of a second line of securities (i.e. new classes of shares, warrants or loan notes)
- in respect of the Historical Financial Information, to enable the use of UK GAAP (FRS 102), which is the accounting standard commonly used by UK companies prior to seeking admission to AIM, and to allow incorporation by reference of such Historical Financial Information, provided that information is readily available to investors and will remain so on an ongoing basis.
  
  AIM companies can choose between International Accounting Standards (IAS) (for companies incorporated in the UK or an EEA country) or local accounting standards being either IAS, US Generally Accepted Accounting Principles (GAAP), Canadian GAAP, Australian International Financial Reporting Standards (as issued by the Australian Accounting Standards Board) or Japanese GAAP (for overseas companies). The Exchange will retain the list of local accounting standards in the AIM Rules, however, it will consider submissions for derogations from nominated advisers on other local accounting standards on a case-by-case basis where equivalency to IFRS can be explained.

Commentary: Allowing the use of UK GAAP (FRS 102) for historical financial information will reduce the need for costly and time-consuming conversions to IFRS for companies joining AIM. Additionally, allowing for Historical Financial Information to be incorporated by reference, will reduce duplication and streamline the admission process. The Exchange’s decision to retain a prescribed list of local accounting standards in the AIM Rules, while also allowing nominated advisers to request derogations for other standards that can demonstrate equivalency to IFRS, strikes a valuable balance between consistency and flexibility.

Future action

Alongside the announced rule changes mentioned above, the Exchange has also identified several areas for future development and is actively seeking feedback on these topics. These include:

substantial transaction disclosure threshold: The Exchange plans to raise the threshold for substantial transaction disclosures under AIM Rule 12 from 10% to 25%, reflecting strong support from market respondents. This adjustment is to be implemented as part of the forthcoming redrafting of the AIM Rules. Currently, nominated advisers may request derogations from the class tests and the Exchange encourages the continued use of this approach pending redrafting of the AIM Rules
nominated adviser role reset: The Exchange has recognised that the role of nominated advisers on AIM has become increasingly compliance-driven, often at the expense of providing valuable corporate finance advice to companies. In response to market feedback, the Exchange plans to recalibrate the nominated adviser role, clarifying expectations and shifting the focus back towards high-quality, value-added corporate finance support while maintaining essential market safeguards
dedicated AIM marketing tools and digital presence: The Exchange recognises that AIM’s unique identity and value proposition have become less visible as its branding has increasingly aligned with the broader London Stock Exchange Group. In response to market feedback, the Exchange plans to enhance AIM’s digital presence and develop dedicated marketing tools that clearly articulate AIM’s benefits and use cases. The Exchange is seeking feedback from market participants on what types of information, digital services, and marketing resources would be most valuable to support AIM companies, applicants, investors, and advisers
AIM Rule 11 and UK Market Abuse Regulation: The Exchange has acknowledged feedback that AIM Rule 11, which governs disclosure obligations for AIM companies, may duplicate requirements already set out under the UK Market Abuse Regime. In response, the Exchange is considering whether AIM Rule 11 remains necessary in its current form or if it can be better aligned with UK MAR to reduce overlap and regulatory burden. The Exchange remains committed to ensuring that nominated advisers continue to play a key role in disclosure deliberations, even as it explores ways to streamline disclosure requirements. As part of its next steps, the Exchange will review AIM Rule 11 in the context of resetting the nominated adviser’s role as a corporate finance adviser and will consult further with market participants to ensure any changes maintain market integrity while addressing concerns about unnecessary duplication
re-think admission documents: The Exchange has recognised that the current AIM admission document has become overly lengthy, complex, and costly to prepare, often including information that is not essential for growth company investors. In response to market feedback, the Exchange intends to redesign the Admission Document to be more user-friendly and focused on the material disclosures that investors value most. The Exchange will be engaging with relevant market participants as they undertake this rethinking of the Admission Document
secondary market trading: The Exchange is considering how AIM’s trading systems can be improved to better support efficient trading and liquidity. Specifically, the Exchange is considering ways to enhance direct access to the order book within the SETSqx platform (a large proportion of AIM companies trade on this platform). Additionally, the Exchange is seeking input on the potential introduction of trading halts for secondary fundraisings, a measure intended to reduce transaction risk, prevent undue price volatility, and facilitate more open discussions with a broader group of potential investors, including retail participants.

Concluding remarks

It is good to see the Exchange’s commitment to keeping AIM a dynamic and attractive market for growth companies. By reducing regulatory burdens, introducing dual class shares, and streamlining admissions, the Exchange is positioning AIM to better support ambitious businesses and adapt to changing market needs.

These measures, grounded in market feedback and a renewed focus on clarity and efficiency, strengthen AIM’s position as a flexible, growth-oriented platform within the UK’s capital markets. For investors, these changes promise greater access to innovative companies and clearer disclosures, while maintaining the importance of careful due diligence as governance structures continue to evolve.

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Shoosmiths advises Aareal Bank on £73 million refinancing of Westwind Capital

Tue, 23 Dec 2025 00:00:00 GMT

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Press release | 2 MIN READ

Shoosmiths advises Aareal Bank on £73 million refinancing of Westwind

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Shoosmiths acts as legal advisor to Aareal Bank who has facilitated a £73 million senior debt financing for Westwind Capital as it continues expansion of build-to-rent assets across prime London locations.

Published: 23 December 2025

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Westwind Capital is a London-based private equity real estate investment firm focused on the European living sector. The firm is actively building a high-quality portfolio across sectors such as build-to-rent, student housing, and life sciences real estate, with a long-term aim is to generate sustainable value by addressing structural demand trends while embedding ESG principles across its investment and asset management approach.

The £73 million debt refinancing of Westwind Capital’s London portfolio will support its growth strategy and expansion of its build-to-rent assets across prime locations in the capital. The loan from Aareal Bank reinforces the Westwind Capital’s success in the living sector and represents a significant step forward for the firm founded in 2022.

Shoosmiths acted as legal advisor to Aareal Bank on the refinancing deal for Westwind Capital.

Shoosmiths’ team was led by James Salford, partner in the Banking & Finance team, specialising in real estate finance both in the UK and internationally. Salford was supported by principal associate Abigail Little, associate Saima Rasool, trainee solicitor Edith Ranson from the Banking & Finance team and principal associate Charlie White from the Real Estate team.

Salford commented, “Advising on this financing by Aareal Bank for Westwind Capital shows once again that the firm is a trusted adviser when it comes to come of the most complex deals in the operational real estate sector. It’s a fantastic opportunity for Westwind Capital to continue expanding across the capital and further afield, and the firm is proud to have facilitated the refinancing that makes that growth possible.”

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Shoosmiths acts as legal advisor to Santander and ABN Amro Bank in £88 million refinancing

Tue, 23 Dec 2025 00:00:00 GMT

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Press release | 2 MIN READ

Shoosmiths acts as legal advisor to Santander & ABN Amro Bank

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Law firm Shoosmiths acts as a legal advisor to Santander Group and ABN Amro Bank on an £88 million refinancing facility for PPHE Hotel Group’s flagship asset, Park Plaza Victoria London hotel.

Published: 23 December 2025

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PPHE Hotel Group is an international hospitality real estate company that owns a range of upscale hotels and resorts across Europe, including Park Placa Victoria London hotel. Founded by Boris Ivesha in 1989, the group now operates over 50 properties.

The refinancing of its first property, Park Plaza Victoria London, marks a strategic step for PPHE in how the company strengthens its presence in the London hospitality market and lays the foundations for future growth through management of its capital structure. In 2023, PPHE received planning consent for a new 179-room hotel at the Park Plaza Victoria London site which will sit alongside the current establishment. The loan funding from Santander and ABN Amro Bank will replace the previous facility which was due to mature in early 2026.

Shoosmiths acted as legal advisor to Santander and ABN Amro Bank throughout the refinancing process.

The firm’s team was led by James Salford, partner in the Banking & Finance team, specialising in real estate both in the UK and internationally. Salford was supported by senior associate Thomas Stofer, associate Tayef Siddique, trainee solicitor Edith Ranson and principal associate Charlie White from the Real Estate team.

Salford said, “We are proud to have worked alongside Santander, ABN Amro Bank and others to deliver this major refinancing that not only reflects the continued confidence being placed in London’s hospitality sector, but PPHE’s leading role within it. For the hotel group, maintaining liquidity and reducing risks are key to not only maintaining its status in the industry, but to continuing its ambitious market expansion.”

“Advising on this successful refinancing reinforces Shoosmiths position as a leading actor in the hotel sector, and a trusted voice for stabilising capital and unlocking growth potential.”

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Shoosmiths advises Aareal Bank on £65m green loan

Tue, 9 Dec 2025 00:00:00 GMT

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Press release | 1 MIN READ

Shoosmiths advises Aareal Bank on £65m green loan

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Law firm Shoosmiths acted as legal advisor to Germany-based commercial real estate financing specialists Aareal Bank on a £65m green loan to student accommodation real-estate developer Scape.

Published: 9 December 2025

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Scape is a leading developer, owner and operator of purpose-built accommodation for students across the UK and internationally. The company is focused on supporting both academic success and community living with a growing portfolio that spans thousands of beds across key university cities. Scape’s work is underpinned by a commitment to long-term investment in sustainable living and to enhance the student experience.

The green loan backs a recently completed student tower in Leeds, UK, called Scape Leeds, the company’s flagship asset that houses 693 beds.

Shoosmiths acted as legal advisor to Aareal Bank for the loan.

The Shoosmiths team was led by James Salford, partner in the Banking & Finance team, specialising in real estate both in the UK and internationally. Salford was supported by principal associate Charlie White, senior associate Thomas Stofer, and associate Celeste Thwaites.

Salford said: “We’re pleased to have supported Aareal’s long-term commitment to ESG-focused lending and to backing sustainable living. Shoosmiths plays a key role in facilitating green agreements and this loan builds on our strong track record advising businesses through a range of deals.”

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Shoosmiths advises Tenpin on acquisition of Fairgame

Mon, 8 Dec 2025 00:00:00 GMT

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Press release | 2 MIN READ

Shoosmiths advises Tenpin on acquisition of Fairgame

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Law firm Shoosmiths has advised Tenpin Entertainment, backed by Trive Capital, on its acquisition of Fairgame, an immersive leisure company with operations in the UK and US.

Published: 8 December 2025

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Tenpin Entertainment has acquired Fairgame, a fairground-inspired premium social entertainment brand. Fairgame reimagines the traditional outdoor fairground in an indoor venue by combining proprietary tech-enabled fairground games with a distinctive food and beverage program. The Company was founded by Richard Hilton in 2019 and currently operates two sites in London.

Tenpin Entertainment is a leading bowling and family entertainment centre operator with 58 centres across the United Kingdom operating under the Tenpin brand. Tenpin strives to offer its customers a unique experience through a suite of activities including bowling, arcades, escape rooms, karaoke, laser tag, pool, table tennis, and soft play, and food and beverage.

The Shoosmiths team was led by Partner Nick McCarthy, with support from Legal Director Katie Yorke, Principal Associate Lisa Faragher, Associate Annalise Leech, Associate Hester Coltman Rogers, Associate Kamil Piekarski and Associate Antonia Richardson. Partner Laura Board and Senior Associate Manpreet Shoker advised on tax-related matters.

Nick McCarthy, Partner at Shoosmiths, said: “This acquisition brings together a category-defining experiential brand and a proven national operator. Backed by Trive, the combined platform is set to scale, innovate and grow.”

“Shoosmiths has an excellent track record in supporting companies to execute their strategic growth plans with internationally backed deals, and we’re thrilled to have supported Tenpin and Trive through such an important transaction.”

Mark Willis, CFO of Tenpin, said “Shoosmiths provided exceptional support throughout this transaction. Their commercial insight and collaborative approach ensured the deal was delivered on time. We’re delighted to have worked with a team that truly understands our sector and strategic ambitions, helping us take this important step in expanding Tenpin’s offering and delivering innovative experiences to our customers.”

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Advice for founders

Thu, 20 Nov 2025 00:00:00 GMT

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Resources for founders: Our resources aim to help you unpick the legal implications of the funding process to ensure your business is investor ready.

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To assist entrepreneurs navigating the world of venture capital funding, we have a dedicated founders portal, covering key topics such as liquidation preferences, founder vesting and SEIS/EIS/VCT tax reliefs.

Further support can be found through Shoosmiths’ Accendo subscription service, providing legal services tailored specifically for start-ups and scale-ups. Accendo provides a single point of contact with a team of advisors who understand the legal challenges faced by entrepreneurs.

Shoosmiths’ spHERe network supports female founders and venture capitalists within the venture capital space. Its goal is to create a forum for meaningful networking opportunities, helping to address the disparities that exist between female and male entrepreneurs.

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Shoosmiths Advises on Sale of Trailight to Comply and DataLase Holdings to Bergman and Beving

Tue, 11 Nov 2025 00:00:00 GMT

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Press release | 3 MIN READ

Shoosmiths advises on Trailight & DataLase transactions

Shoosmiths advised the shareholders of Trailight on its sale to Comply, and the shareholders of DataLase Holdings on the sale of a majority stake to Bergman & Beving.

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Shoosmiths has advised on two significant transactions in the technology and industrial sectors, acting for the shareholders of both Trailight and DataLase Holdings.

Published: 11 November 2025

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In the first transaction, Shoosmiths advised the shareholders of Trailight on its sale to Comply, the leading provider of compliance software, consulting, and education resources for financial services firms. Trailight is the UK's leading regulatory compliance platform, supporting firms with individual accountability, conduct oversight, and governance frameworks including SMCR, IAF, SEAR, and ECOI. The acquisition enables Comply to become the first and only unified compliance platform to bring together firm compliance, employee compliance, individual accountability regimes, and archiving solutions across jurisdictions.

In the second transaction, Shoosmiths advised the shareholders of DataLase Holdings on the sale of 90% of the shares to Bergman & Beving. Widnes-headquartered DataLase is a global leader in Photonic Printing, providing patented, sustainable, inkless, and customised printing solutions for products and packaging. The deal sees Bergman & Beving become the majority shareholder, with CEO Clare Lewis remaining as a minority shareholder.

Both deals were led by partner Andrew Millar and principal associate Leah Cairney, supported by associate Sarah Palmer and, on the Trailight deal, John Quinn.

Andrew Millar, partner at Shoosmiths, commented: “We are delighted to have supported the shareholders of both Trailight and DataLase on these milestone transactions. Having worked with Trailight since 2016, it’s been rewarding to see the business reach this exciting stage with Comply. Equally, advising DataLase’s shareholders on their sale to Bergman & Beving has been a pleasure, and we look forward to seeing Clare Lewis and her team continue to innovate and grow under new ownership.

“These deals reflect Shoosmiths’ commitment to guiding ambitious businesses and their founders through complex, high-value transactions, and we are proud to play a part in their ongoing success.”

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RCFs and ARR covenants: A new deal logic

Thu, 9 Oct 2025 00:00:00 +0100

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Article | 2 min read

RCFs and ARR covenants: A new deal logic

Mid-market finance adapts to acquisition ambition

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This article is second in a series of five which look at some of the deal and document trends the Shoosmiths leveraged finance team have seen in the mid-market in 2025. Please get in touch with Shoosmiths’ leveraged finance team if you would like to discuss anything in this article.

Published 9 October 2025

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Purpose, structure and the evolution of ARR covenants

Revolving Credit Facilities (RCFs) in the mid-market have traditionally been available to predominately plug gaps in cashflow. On a number of recent transactions we have seen permitted uses extended to include new acquisitions and the refinancing of incremental facilities or new shareholder injections which were used to fund acquisitions. Often equity funding is used initially to get deals over the line in short order, with lenders then willing to refinance those where they meet the certain criteria. Incremental facility provisions which allow for additional or increased RCFs are also becoming a feature albeit usually with certain financial RCF only covenants prebaked into their availability.

There has been an increase in split exchange and completion in recent months, possibly due to the market fluctuations referred to in our first article but also because of the increase in M&A activity involving professional services, which often require regulatory approvals to be obtained pre-completion. In turn, the LMA’s Certain Funds concept is featuring more regularly and needs to be applied to future acquisitions if those are likely to be subject to similar approvals. What constitutes a ‘material breach’ and therefore one of the limited drawstops between exchange and completion is being focussed on in more detail and negotiated deal by deal.

Again, potentially driven by increased activity in the professional services space, the popularity of ARR (Annual Recurring Revenue) covenants outside of SaaS businesses has increased. These businesses can often de-risk otherwise lumpy cashflows and a competitive market by utilising regular management fees and memberships. Calculation methods and testing still vary depending on business type, with testing against flat ARR numbers often still used for SaaS businesses but, for example, ARR as a percentage of turnover might be used for businesses with more varied revenue streams.

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Corporate

Shoosmiths advises Azets on acquisition of Alextra Accountants

Shoosmiths has advised Azets on its acquisition of Alextra Accountants, one of the North West’s fastest-growing accountancy and business advisory firms, strengthening Azets’ presence across the region and supporting its continued UK expansion strategy.

Shoosmiths advises NOTE AB on its £72.5m acquisition of STI

Shoosmiths advises Frog Bikes on administration and sale to Frasers Group

Shoosmiths has advised FRP Advisory in connection with the trading administration of children’s bike manufacturer Frog Bikes and the subsequent sale to Frasers Group, the retail business owned by Mike Ashley.

Shoosmiths advises shareholders on the sale of Senseco Systems Limited to andwis

Shoosmiths has advised the selling shareholders and the executive management team of Senseco Systems Limited on the sale of the business to andwis, a national group of specialist technical and compliance service providers backed by H.I.G. Capital.

Shoosmiths bolsters Corporate team with ECM and Public M&A partner hire in London

Shoosmiths is pleased to announce the arrival of Equity Capital Markets (ECM) and Public M&A lawyer Ed Nisbet as a partner in the firm’s London office.

Shoosmiths strengthens Private Equity team with double partner hire

Shoosmiths is pleased to announce the appointments of Tim Nye and Alison Chivers as Partners in the firm’s Private Equity team in London.

Shoosmiths advises Northridge on deal with Cordillera Investment Partners

Shoosmiths has advised Northridge, a UK-based specialist law firm dedicated to complex and high-stakes legal matters in sport, on a minority investment from US private equity firm Cordillera Investment Partners.

Companies House security issue: Action for companies

What companies should do

Shoosmiths advises Central England Co-operative in significant merger

Shoosmiths has advised Central England Co-operative in one of the most significant mergers between corporate societies in recent years, as it joins with the Midcounties Co-operative to form OurCoop, the largest independent co-operative in the UK.

Geopolitics, portfolio risk and the UK private equity opportunity in defence

In light of the military action in the Middle East, whilst geopolitical risk is always a key consideration for investors, there is no doubt it will have risen to the very top of the agenda this week.

Defence moves from excluded to strategic

Private equity deal activity: signals from the market

Defence as a portfolio diversification opportunity in an AI-heavy market?

Continued challenges

Looking ahead

Shoosmiths deepens commitment to net zero by joining Legal Charter 1.5

Shoosmiths today announces that it has become a Full Member of Legal Charter 1.5, joining over a dozen leading commercial law firms across the UK to collaborate on the complex management challenges around accelerating the industry’s response to climate change.

Shoosmiths advises Five Arrows on the merger of Totalmobile Ltd and Solvares Group

Shoosmiths has advised Five Arrows on the merger of Totalmobile Ltd and Solvares Group, creating one of the most comprehensive international providers of field service and workforce optimisation technology.

Shoosmiths advises Solvares Group on acquisition of More-IQ

Shoosmiths has advised Solvares Group on its acquisition of More-IQ, a UK-based cloud-native dynamic scheduling software provider, strengthening Solvares’ field service technology offering.

Shoosmiths advises on the sale of Parseq to Paragon Customer Communications

Shoosmiths has advised Parabellum Investments on the sale of Parseq Limited, a South Yorkshire-headquartered business process outsourcing firm, to Paragon, an international business services provider based in London.

Shoosmiths advises Kreston Reeves on deal to form £200 million advisory group

Shoosmiths has advised the members of Kreston Reeves LLP on a deal with AAB that will bring together the two professional services businesses to become a group with a combined revenue of over £200 million.

AIM rule changes reshape the path to UK capital markets

AIM Rules for Companies

Admission and disclosure standards

Concluding remarks

Technology & AI: Predictions and trends set to shape 2026

A global shift in AI regulation?

The race for quantum supremacy

Perusing to purchasing: Agentic AI comes to the fore

Ambient retailing: An alternative to agentic AI

AI demand reshapes Tech M&A priorities and funding landscape

Strategic shifts ahead for payments and digital assets

The professional services M&A boom

The professional services sector is undergoing a significant transformation, with private equity investors and strategic buyers increasingly targeting these businesses.

Recent market examples

Key legal issues

Looking ahead

Shoosmiths M&A: 2025 in review and 2026 outlook

As we look back on 2025, the M&A landscape has continued to evolve in response to global headwinds, regulatory complexity, and shifting client priorities.

2025: a year of patience, precision & progress

Political & geopolitical due diligence / geopolitical risk assessment

2026: looking ahead sophistication, speed & strategic value

Conclusion

UK education sector: 2025 investment activity review and what to expect in 2026

Despite ongoing challenges, 2025 proved the resilience of the UK education sector and reaffirmed its strong appeal to investors. The following article explores analysis of 2025 and thoughts to the year ahead from our education investment sector experts.

Market trends from 2025

A sector under pressure - but still attractive to investors

Investment in the UK education sector in 2026

2026 predictions: What’s on the horizon for the venture capital market?

2025 marked a pivotal year for the UK and European venture capital market, with exit activity returning to the spotlight. Here’s what Shoosmiths saw in the market in the last 12 months, and what may be in store as we look ahead to 2026.

Key trends from Shoosmiths’ ECVC deal data

Shoosmiths ECVC deal metrics: what’s shaping the market?

Conclusion

UK private equity: 2025 in review & what to expect in 2026

2025 was a year of selective optimism for the private equity market. Whilst deal values rebounded, deal volumes remained flat, creating a two-speed market: premium assets attracted strong multiples, while mid-market transactions relied on creative structuring.

2025: key themes

2026 Outlook: What’s next for UK PE?

Shaping the future of AIM: Insights from the London Stock Exchange’s 2025 feedback statement

Overarching themes

Actions & changes

Immediate action & AIM rules changes

Future action

Concluding remarks

Shoosmiths advises Aareal Bank on £73 million refinancing of Westwind Capital

Shoosmiths acts as legal advisor to Aareal Bank who has facilitated a £73 million senior debt financing for Westwind Capital as it continues expansion of build-to-rent assets across prime London locations.

Shoosmiths acts as legal advisor to Santander and ABN Amro Bank in £88 million refinancing