Vickers-Lee Holdings’ Reorganisation of Shares

Chartered accountancy firm Brown Butler has advised on a reorganisation of shares by Vickers-Lee Holdings Limited.

Brown Butler worked closely with Black Solicitors during the reorganisation process.

Vickers-Lee Holdings is an independent, family-run business in Yorkshire that supplies products for the capture and containment of waste and recyclables. The company, which also owns both CPR Manufacturing Limited and Cromwell Polythene Limited, is helmed by directors and shareholders James and Debbie Lee. As a result of the share reorganisation, directors’ sons Angus, Alex and Henry have become shareholders in the business.

Brown Butler advised on the reorganisation with a team comprising tax director Craig Hughes and director and principal Steve Hornshaw.

 

Craig Hughes, Tax Director at Brown Butler, Chartered Accountants

What roles did you perform during the reorganisation process?

We met with the client to understand what they wanted from the reorganisation in terms of the succession plan and then designed a structure which met their needs whilst also being effective for tax purposes. We advised on the tax implications for the shareholders arising from the reorganisation and obtained the appropriate clearances from HM Revenue & Customs. We helped the client understand the steps involved and the implications for them both pre and post transaction.

Were there any challenges encountered during the process? How were they overcome?

With such a transaction it is important the anti-avoidance provisions are considered to make sure there is no unnecessary tax leakage.   Through discussions with the client, we made sure the transaction was structured in such a way to comply with the legislation and we received HMRC clearance to confirm the position.

From a transactional perspective, the initial discussions with the client started during the COVID-19 pandemic which presented challenges in terms of meeting with the client and other advisers.  These were overcome through the use of virtual meetings and building in resilience and flexibility to the transaction timeline to reflect this.

With such a transaction it is important the anti-avoidance provisions are considered to make sure there is no unnecessary tax leakage.

What skills and experience did you and Steve bring to bear on this reorganisation?

As well as having over 20 years’ experience in the field of tax consultancy, we have advised many clients on similar reorganisations and used that experience and knowledge to make sure the process was as seamless as possible. We took time to understand the client’s expectations and desired outcomes and explained the process to the client without using technical jargon so that they fully understood the various steps being undertaken and why they were required.

How did you work with Blacks Solicitors to ensure the best possible outcome for your clients?

We have an excellent longstanding relationship with Blacks and have worked on many projects together. We understand the roles each firm plays in the process and the personalities involved, which helps to ensure nothing falls between the gaps.

What advice would you give to a less experienced professional on successfully completing a share reorganisation similar to this one?

It is critical to understand from the client exactly what they want to achieve from the transaction and assess what is, or is not, possible from a tax perspective.  Following that, it is important for the professional advisers to talk to each other as well as to the client. The solicitors and tax advisers should meet an early stage to make sure the transaction steps are understood. Keeping all parties in the loop on the progress of such a transaction helps to avoid or reduce any potential delays in completing it and to manage expectations with the client.

Do you expect to work on any similar deals in the closing months of 2022?

This type of reorganisation is a very common transaction and we advise on several every year.

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