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Churches Fire & Security Limited (Churches) (churchesfire.com) acquisition of Detect Fire & Security Limited (Detect) (detectfs.co.uk).

The story between Leith M&A and both Churches Fire and Security and Detect Fire and Security is a complex one spanning nine years. It also demonstrates the unpredictable nature of the business sales process and the variety of ways Leith M&A can advise and support both the buyer and seller, depending upon their requirements.

In 2012, Andy Derrick and Chris Ellis, the shareholders of Detect Fire & Security approached Leith M&A after making the decision to grow their business through acquisition. They were keen to expand Detect’s geographical reach and also their client base from a predominantly commercial one to include the residential market. Leith M&A and Detect entered into an agreement on a tailored search basis with Leith working to research the fire and security market across the south-east of England and following that, make approaches to suitable target companies.

As part of their research process Leith M&A approached Oakpark (Dorset) Limited, a Dorset based electronic fire and security provider. Oakpark were an attractive prospect as they were based in Dorset, therefore widening Detect’s current geographical range from their current base in Hampshire. They also served the residential market so would also expand their client demographic considerably.

In early 2013 Detect made an offer to acquire Oakpark and subsequently Leith M&A was set to support the companies through the complexities due diligence process; however the deal was not completed at this time.

This exercise had piqued the interest of Oakpark’s shareholders, Jeff and Val Pearce, who then came to the decision that they wished to continue the process of trying to sell their Company; with this is mind they instructed Leith M&A to work this time on their behalf to sell their Company and in February 2013 entered into a contract with Leith M&A.

Leith M&A began the research process to unearth potential buyers within the Fire and Security sector, many of whom Leith M&A had made previous contact with and had forged good relationships with the senior decision makers. Leith M&A made approaches to 49 companies signing NDAs with 16 of these targets. There were various conversations with potential buyers for our client which at that time did not come to fruition, unfortunately not garnering an offer with the right value for Jeff and Val.

Sometime later, the shareholders of Detect re-ignited their interest in Oakpark as a possible acquisition, returning to the table with a renewed offer.

Leith M&A supported Jeff and Val as they made the decision to enter into discussions with Detect which this time culminated in the signing of the Heads of Terms agreement in December 2013 and subsequently the SPA in February 2014 and the swift completion of the sale.

Jeff and Val Pierce shareholders of Oakpark (Dorset) Limited commented at the time,

“With the final completion of the sale of my Company, I would like to put on record my thanks for the excellent work done by yourself and your team in achieving a successful conclusion to the negotiations in, what is currently, a difficult market. Throughout you have kept me fully informed of progress and could not have done more to achieve our desired result. Were any of my business acquaintances considering selling their own businesses I would not hesitate to recommend they use your services.”

Chris Ellis and Andy Derrick, shareholders of Detect Fire & Security also commented at that time,

“We appointed Leith M&A to research and then approach competitors enticing them with our potential for acquisition. David Nelson was attentive to necessary details and appropriate questions ensuring focus on valid targets. After our campaign had concluded a business that David as their agent. David assisted us with the diligence process, the legal framework, and the sale/purchase agreement too. David remained attentive to every aspect of the transaction, which was out first acquisition. Always acting fairly and taking a balanced approach to the inevitable challenges that naturally arise during the process.”

David Nelson and Chris and Andy from Detect kept in communication in the following years, and David was delighted to hear of the on-going success of the combined ventures.

As an active M&A sector, David Nelson fostered excellent relationships with several companies in the fire and security sector. In August 2020 David Nelson went on to advise the shareholders of Elite Fire & Security (www.eflfire.co.uk) on the sale of their business to Churches Fire & Security.

It so happened, that around this time, the shareholders of Detect were also considering the sale of their business having built the company to the existing point but keen to see Detect continue to grow under the umbrella of a larger firm. Through conversations with David it became apparent that Churches could be a potential buyer for Detect. As Andy Derrick joint Managing Director of Detect comments,

“Some years later, when we determined to sell our own business, David at Leith M & A was an obvious choice and very quickly connected us to potential buyers, but with one in mind especially. Again, David was meticulous with details and took upon himself much of the load through the diligence and disclosure process. Never tiring with his support and often beyond conventional work hours David’s focus and devotion acting on our behalf was peerless. I believe that David secured us the very best deal, provided immeasurable support and encouragement, for which we remain deeply grateful and recognise that we couldn’t have done with without David and his excellent team at Leith M & A.”

David approached the M&A Team at Churches, in 2020 with the proposition and again worked with Churches on their acquisition this time of Detect Fire & Security. The process concluded in the summer of 2021 with the successful completion of the sale throughout the particular challenges of that year.

Charlie Haynes, Chief Executive Officer at Churches Fire & Security commented,

“Following the acquisition of Detect Fire & Security, I am delighted to welcome our new colleagues, customers and suppliers to Churches Fire & Security. This is the 32nd acquisition Churches Fire & Security has made and as we integrate the acquisitions, we are always pleased not only to grow our business but take the best from both businesses. This helps ensure we continue to develop and grow our offering, as we continue to work with our customers to keep their property and staff safe from fire and theft.”

David Nelson, Managing Director at Leith M&A added,

“I have very much enjoyed building an exceptionally close relationship with Chris and Andrew over many years, we’ve certainly been on a unique journey together. Leith M&A first acted as their acquisition advisor, then on “the other side of fence” as we represented the shareholders of a company they acquired and finally supported them in their own exit. It has been a wonderful experience to work with them and experience the M&A process from all angles with the same client.

We are particularly proud of our role in the final stage of their journey, and we are delighted to have secured an excellent deal for Andrew & Chris. They built a fantastic business in Detect Fire & Security and a lasting legacy that they should be very proud of.

I would also add that it has been a pleasure to work opposite the team at Churches Fire & Security once again, our second sale to Churches Fire & Security in just seven months. Their approach has been professional and transparent from our initial meeting through to completion and this helped to facilitate a smooth transaction.”

What challenges arose? How did you navigate them?

The process of selling a privately owned company to a FTSE listed company is always fraught with challenges. The cultures of privately owned companies and large corporates differ greatly and this can have a substantial impact on the ‘marriage’ process. Nonetheless, we were able to complete this deal just seven months after our initial meeting taking our Client’s Company to the market and six months after signing the NDA with the buyer. Looking back, this deal was in actual fact relatively straightforward despite some last minute, late night negotiations on the finer points of the share purchase agreement.

Churches Fire & Security (churchesfire.com) acquisition of Elite Fire Limited (eflfire.co.uk)

Fire & security sector • August 2020

Leith Mergers & Acquisitions Limited acted as exclusive M&A advisors to Elite Fire Limited and its Shareholders on the sale of the Worthing, West Sussex based fire protection and security specialist to Churches Fire & Security, a nationwide specialist in fire safety and security provision. Exact details of the transaction value remain undisclosed, but the deal was a 100% share sale, completing on 24 August 2020.

Churches Fire & Security and Elite Fire offer well-aligned services with a large concentration of regional customers, and together were able to offer an enhanced national service as a result of the acquisition — supporting Churches Fire & Security’s strategy of becoming the most comprehensive fire safety and security provider in the UK.

Tony Clark, Managing Director at Elite Fire Limited, commented,

“I am extremely pleased to announce the sale of my business to Churches Fire & Security. I am confident that Churches will honour our 20 years of hard work and carry on flying the Elite flag. Looking after our staff and customers was the absolute priority throughout this process, and I have confidence that Churches fit that criteria.”

Charlie Haynes, Chief Executive Officer at Churches Fire & Security, commented,

“Following the acquisition of Elite Fire, I am delighted to welcome our new colleagues, customers and suppliers to Churches Fire & Security. This is the 29th acquisition Churches Fire & Security has made and as we integrate the acquisitions, we are always pleased not only to grow our business but take the best from both businesses, ensuring we continue to develop and grow our offering, as we continue to work with our customers to keep their property and staff safe from fire and theft.”

What David Nelson, Managing Director at Leith M&A, said

“It has been a pleasure to support Tony, Lynne and the team at Elite Fire through this process. They have built a fantastic company with an outstanding reputation in the region and they are rightly proud of what has been the culmination of their life’s work. Churches Fire & Security have secured a high-quality business in Elite Fire and I feel certain that the fit between the two companies will lead to continued success.”

“I would also add that it has been refreshing to work opposite the team at Churches Fire & Security as well as their external advisors. Their approach has been professional and transparent from our initial meeting through to completion and this helped to facilitate a smooth transaction.”

Tony Clark added,

“David and his team at Leith were incredible in every way throughout this process. David’s all-round experience and knowledge really helped us particularly when things got tough towards the end! He always remained calm and professional at all times. We will always appreciate the support that David gave us and would not hesitate in recommending Leith to other business owners.”

Scutum UK Group (scutum-group.com) acquisition of Electro Guard Fire and Security Limited (electroguard.co.uk)

Fire & security sector • July 2022

Leith M&A were appointed as exclusive M&A advisors to the shareholders, Mike & Therese Devlin, of Dundee-based Electro Guard Fire and Security Ltd. From 1 July 2022, Electro Guard became part of the Scutum UK Group, strengthening the support Scutum offers customers across the east of Scotland as its ninth Scutum regional UK office. Electro Guard joins the growing Scutum family, a leading European and US fire protection, security and monitoring provider serving over 270,000 sites worldwide with turnover in excess of £233m.

Following an exhaustive and highly competitive M&A process involving offers from five different potential acquirers, Scutum emerged as the clear preferred bidder.

Joint Shareholders, Mike & Therese Devlin, commented,

“After 42 years as owners of Electro Guard Fire & Security, we are delighted to announce that we have transferred ownership of the business to Scutum UK Group. It was important to us to pass our lifetime’s work onto a company that is reliable and trustworthy in the security industry and with the values and ethos that we have attributed to our long-term success.”

What David Nelson, Managing Director at Leith M&A, said

“Project Border was the 8th fire and security company we have sold in recent years and our first in Scotland. It was a great pleasure working with Mike & Therese on this transaction, they were hugely supportive and worked tirelessly. We are very proud to have supported them and to have played a part in the 42-year history of this outstanding company. We wish Mike & Therese and Scutum UK all the best for the future.”

Ventilation Surveys & Services Limited (VSS) (breathevss.co.uk) acquisition of Sani-Duct Installations Limited (saniduct.com)

Ventilation & air hygiene compliance sector • December 2018

Leith Mergers & Acquisitions Limited acted as exclusive advisors to Sani-Duct Installations Limited and its shareholders on the acquisition by Liverpool-based Ventilation Surveys and Services Limited of the Surrey-based specialist contractor in indoor air hygiene services. The deal, a 100% share sale, completed on 20 December 2018, with the senior management team remaining in place following the transaction.

Linda Jackson, Managing Director of Sani-Duct Installations Limited, commented,

“We are delighted that Leith M&A have secured completion to ensure the succession and longevity of Sani-Duct through VSS. The completion ensures continuity for customers and employees, providing increased services and opportunities for both. We are extremely confident and excited to remain involved in the development of Sani-Duct with the VSS management team.”

VSS Chief Executive, George Friend, added,

“We have known Sani-Duct for around 20 years, through trade associations, and it came to our attention that owners Linda Jackson and Brian Hargreaves were looking for someone suitable to take on the business. The deal was finalised in December and we are delighted that Linda and Brian will be staying on during the two-year merger process. We will be retaining all staff and contracts, bringing our current team to 90 and increasing our revenue by around £1 million per year.”

What David Nelson, Managing Director at Leith M&A, said

“The team at Leith are incredibly pleased to have worked with Brian Hargreaves and Linda Jackson throughout the process of selling Sani-Duct Installations and wish them the very best for their future. The Company’s future looks bright as they start 2019 having joined the successful team at VSS.”

Celnor (celnor.com) acquisition of a majority stake in Assurity Consulting (assurityconsulting.co.uk)

Workplace health, safety & environmental compliance sector • January 2024

Leith M&A advised the shareholders of Assurity Consulting, the leading independent workplace health, safety and environmental compliance specialist, as Celnor acquired a majority stake in the business. Based in Horsham, West Sussex and employing over 85 professionals, Assurity Consulting has been established for over 35 years, providing detailed, impartial advice and training on indoor air and water quality, Legionella, asbestos, fire safety, accessibility, environmental management, food safety and health and safety — as well as operating a UKAS accredited air and water testing laboratory. It becomes part of Celnor’s Safety and Compliance division, alongside Vintec Laboratories, Riverside Environmental and APEC Environmental.

Simon Parrington, Celnor founder and Group CEO, said,

“Assurity Consulting fits very well into the Celnor Group, providing vital and expert workplace health, safety and environmental compliance services to organisations and extending the Group’s capability and geographic coverage. It is a very professional business with a great culture fit for Celnor, which was obvious from the beginning of our working relationship.”

Paul Foxcroft, Managing Director of Assurity Consulting, added,

“Our partnership with Celnor will bring direct benefits to our customers. From investment in new technology and employee training, to support for innovation in anticipation of customer needs, it will provide a platform for our future success.”

What David Nelson, Managing Director at Leith M&A, said

“We are delighted for the Assurity Consulting team and proud to have advised them on this transaction. The process was highly competitive and attracted a number of competing bids. Celnor emerged as the ideal fit for the team at Assurity Consulting and we are confident that the acquisition will prove to be a great catalyst for growth, for both organisations.”

Orbis Protect acquisition of Panthera Group Limited

Site security & protection services sector

Leith Mergers & Acquisitions Limited acted as exclusive M&A advisors to the shareholders of Panthera Group Limited on its successful sale to Orbis Protect, a UK market leader in specialist security and protection services. Panthera, established in 2003 by Neal James, is a leading provider of vital site infrastructure services including CCTV, alarms, access control and its trademarked sustainable hoarding solution, EnviroHoard™. By joining the Orbis Group, Panthera expands its provision of specialist security services to the construction sector, retaining its identity and management structure with Neal James continuing to lead the business.

Orbis CEO, Ben Howard, commented,

“I am extremely pleased to welcome Panthera into the Orbis Group. Neal and his team have built a very successful business delivering security-critical solutions to their customers. They have a very impressive track record and a strong reputation for being innovative leaders in the delivery of high-value, sustainable solutions.”

Panthera Managing Director, Neal James, commented,

“This partnership marks an exciting new chapter for everyone at Panthera, our team, our customers and our supply chain. The relationship will accelerate our growth plans, allow us to invest in product development and fast-track the delivery of our innovative security products to projects across the UK.”

What David Nelson, Managing Director at Leith M&A, said

“It has been a great pleasure to support Neal and the shareholders of Panthera on this transaction. Leith M&A were exclusively engaged to act as M&A Advisors to the shareholders and we are delighted to have played a part in the future of Panthera and Orbis.”

Obsequio Group (obsequio.co.uk) acquisition of Premier Fire Security Limited (premierfiresecurity.co.uk)

Fire safety & security compliance sector

Leith M&A acted as exclusive M&A advisors in the successful sale of Hampshire-based Premier Fire Security Limited to Obsequio Group, strengthening the Group’s fire safety offering and extending its presence to the South coast. The Romsey-based, BAFE-registered company specialises in fire and intruder alarms, CCTV systems, access control and fire extinguishers, holding NSI Gold, UKAS Product Certification and Management Systems accreditations. The acquisition follows Obsequio’s purchase of UKAS-accredited asbestos compliance specialist Environtec Ltd, continuing the Group’s buy-and-build strategy of widening its geographical reach, sector range and compliance service offering.

Obsequio Group M&A director, Philip Sarthou, said,

“Premier Fire Security’s impressive pedigree in fire safety and its location in the South of England make it an ideal acquisition for the Group. Its UKAS accreditations join those of our recently acquired asbestos compliance specialist Environtec and give the group an impressive stable of endorsements from industry bodies.”

Premier Fire Security founders, Mark Harwood, Mike Covill and Paul Robins, said,

“We’re delighted to be joining the Obsequio family. With our shared values and reputation for customer service this is an ideal partnership and will enable Premier Fire Security to add extra compliance services to our existing offering.”

What David Nelson, Managing Director at Leith M&A, said

“It has been a great pleasure to support the shareholders of Premier on this transaction. Leith M&A were exclusively engaged to act as M&A Advisors to the shareholders and we are delighted to have played a part in the future of Premier and Obsequio.”