Good advice gets car dealer off to flying start

Vertu Motors sudden rise from cash shell to one of the UK's leading motor dealerships represents a triumph for the North East.

Vertu Motors sudden rise from cash shell to one of the UK's leading motor dealerships represents a triumph for the North East.

Car retail does not have the rich tradition in this region that coal or shipbuilding can boast, but it has been a major contributor to the modern economy.

As Robert Forrester, chief executive of the newly formed Vertu Motors, points out: "The North-East has a big history in motor retail with names such as Reg Vardy and Cowies and this gives the region a lot of expertise."

And now Vertu itself has become another major North-East-based player in the UK's motor retail market, having transformed itself from a cash shell to become the 11th largest dealership in the country, with just two deals.

In March it bought one of the UK's best-known car dealers, Bristol Street Motors, in a £40m deal. The group has annual sales of £580m, 32 dealerships, three used-car hypermarkets and 1,800 staff.

This was followed by last month's £4.9m acquisition of Blake Holdings, which has three dealerships and a vehicle service centre in Derbyshire and Nottinghamshire.

Not only does this mean a major new company for the North-East with annual turnover of £640m, it also represents a significant achievement by the region's professional advisers. Both deals were done using solely Newcastle advisers. Robert Muckle were Vertu's lawyers with a team led by Andrew Davison, brokers Brewin Dolphin as nominated AIM advisers, PwC's Newcastle office was responsible for due diligence and Deloitte's Newcastle office provided tax advice.

"We did it with North-East advisers and they did a phenomenally good job," says Mr Forrester. "What they have done is very complicated, floating a company then suspending the shares and readmitting to AIM is not easy. Robert Muckle gave us an excellent service. Andrew Davison was backed by an extremely good team, showing real strength and depth."

Vertu's story began in February 2006 when Reg Vardy was sold to Pendragon. Following this Reg Vardy's former chief executive Robert Forrester - still only 37 - spent some time thinking about his future and looking at the options open to him.

He teamed up with Bill Teasdale, a former Reg Vardy non-executive director, and began talking to Robert Muckle last summer. Gradually, a strategy evolved which would allow him to re-enter the motor industry.

He recalls: "I had come across Andrew Davison before and I had always had a significant amount of respect for him in terms of the way he approaches business and business relationships. So over that summer, every month or so I'd pop into Andrew's office and have a chat and a coffee with him.

"He was very supportive and I could bounce a lot of ideas off him. Over time the ideas got tighter and I had complete confidence Andrew would be able to deliver what he delivered. This wasn't without risk for Robert Muckle, as they were putting a lot of time into what was just an idea.

"This idea was to raise money on AIM into a company with no business (known as a cash shell). The money would act as a war chest to enable us to make acquisitions. This would give the new company, Vertu, credibility as it made approaches to possible target companies."

Originally it was planned to raise £15m on AIM, but the City was so impressed by the new company's management and their strategy that they were offered double that. In the event, they settled for £25m, which put them in a strong position from which to go out into the marketplace and put together the purchase of Bristol Street Motors.

This was an important first deal for Vertu. It allowed them to make a big impact in the market and impress the City with the boldness of its ambitions, raising another £25m in the process to further fund the acquisition.

The deal also brought a new chairman for Vertu in the shape of Paul Williams, Bristol Street's former chief executive, a substantial figure within the industry, being head of the National Franchise Dealer Association.

The transaction was put together swiftly. Heads of agreement were not signed until after Christmas, but contracts were exchanged by February 28.

That and the Blake Holdings acquisition leave Vertu well-placed for further planned acquisitions.

Andrew Davison says: "It gives Vertu critical mass and really shows they mean business in their sector. In giving themselves a platform to jump off from, they could not have done any better than this.

"The Vertu story so far is a striking example of what can be achieved by entrepreneurs with vision, who refuse to allow anything to limit their ambition.

---------------------------------------------------------

What they said about the deals...

Stuart Cottee of Deloitte
"The purchase of Blake Holdings necessitated a complex due diligence project undertaken with respect to corporate tax, PAYE and VAT matters reflecting the fact that the motor retail industry has a number of interesting tax issues particularly in relation to VAT where retailers have received significant VAT refunds from HMRC in recent years and are subject to challenge on their partial exemption methods."

Richard Bunter of PwC
"We were pleased to have been able to support Robert Forrester and Bill Teasdale in the successful flotation of Vertu Motors plc, back in December 2006 and were delighted to have been appointed joint reporting accountants, in respect of Vertu's acquisition of Bristol Street Motors Group Limited (BSM), in March 2007.

"This acquisition has led to a number of other exciting opportunities for PwC and we very much look forward to working with Vertu as it continues to deliver its strategy of acquiring and consolidating UK motor retail businesses."

Graeme Summers of Brewin Dolphin
"Whilst our 150 corporate clients are spread across the whole of the UK, we have noticed more and more companies are beginning to realise the advantages of appointing locally based advisers. The AIM flotation process can be long and arduous and having advisers on your patch that you can trust to deliver can make the whole process significantly less onerous. London certainly does not have a monopoly on quality advice and professional excellence. We believe that this does not just hold true for investment banks, but for the full range of professional advisory services, including accountants and lawyers."

Journalists

David Whetstone
Culture Editor
Graeme Whitfield
Business Editor
Mark Douglas
Newcastle United Editor
Stuart Rayner
Sports Writer