Clark Holt advises Management on their private-equity backed Management Buy Out (MBO) of Improve International Limited from its AIM listed parent company


Clark Holt Commercial Solicitors has acted as legal advisor to the MBO team of Improve International Limited (“Improve”), a global provider of continuing professional education to the veterinary sector, on the acquisition of Improve from its AIM listed parent company, Benchmark Holdings plc (“Benchmark”). The transaction was backed by private equity firm RJD Partners (“RJD”), who worked with Tom Kelleher and Gareth Williams-Davies of Capital Law.

Improve, whose UK headquarters are at Alexandra House, Swindon, has operations across the world and provides both specialist postgraduate courses and qualifications as well as continuing professional development training to veterinary professionals. Its key programmes are structured on a modular basis comprising both face to face practical and classroom learning as well as online delivery. The team has overseen impressive growth both domestically and overseas with training is delivered directly in eight countries and through license partners in a further six.

Benchmark will receive a total cash consideration of up to £12.75m, comprising a £9.5m initial payment on completion and deferred consideration of up to £3.25m dependent on certain performance conditions being met.

RJD has taken a majority stake in Improve, investing alongside the Management team led by CEO, Heber Alves, who is based in Improve’s Portuguese office, and original founder, David Babington. Frank Bulman, Emily Henderson and Richard Caston led the investment for RJD and Frank and Emily will be joining the board of Improve.

Improve has exciting growth plans for the coming years and will work closely with RJD to continue develop its customer propositions, including its digital delivery, and build an infrastructure to support further international growth both organically and via acquisition.

Swindon-based Clark Holt advised the Management team throughout the transaction process, having previously acted on the sale of Improve to Benchmark in 2015.  Philip Humphreys, Gail Vallis and Peter James worked with the Management team over the last nine-months which included providing advice on all corporate and commercial legal aspects of their investment and the equity incentive arrangements for them going forward.

Philip Humphreys, Head of the Corporate Department at Clark Holt, said:

“It was a pleasure to work with Heber and his team again and to play a part in helping them achieve their goal, despite the challenges created by COVID-19.  You will not find a more committed team and one who are as truly passionate about their profession as they are.  We wish the team every success for the future.”

Heber Alves said:

“I would like to express my heartfelt gratitude for all the care and concern that Clark Holt showed during the entire process. They never gave up and always looked after our interests. The good lawyer is not the man who has an eye to every side and angle of contingency, but one who throws himself on your behalf so heartily that you feel he is part of your team. Philip and his colleagues were definitely part of our team and we could not have had better support and guidance.”

Gary Partridge, Thomas Edwards and Pablo Shorney at Lexington Corporate Finance acted as lead Corporate Finance Advisor to the MBO team.  They played a key role in advising the Management team throughout the transaction process and supported RJD to complete their investment.