City law firm Speechly Bircham has advised Atlas Design AB (Atlas) on its strategic investment in Marchpole Holdings plc (Marchpole), a London Stock Exchange listed company. Marchpole is an international brand management group that designs, produces and sells clothing and accessories for ten globally recognised fashion labels, including Boateng, Emanuel Ungaro and JCDC/Lee Cooper.
Marchpole entered into a joint venture with Donna Karan International Inc on 6 August 2008 under which Marchpole will source, design, produce and distribute a full range of DKNY menswear apparel beginning with the Spring 2009 seasonal collection. The licence granted to the joint venture company, which is owned 90% by Marchpole and 10% by Donna Karan, is for seven years with an option to extend for a further seven.
Atlas will hold 9.9% of Marchpole with an option to convert loan notes to increase its shareholding to 29.9%.There are three stages to the investment:
- The first was a subscription for 1,360,000 ordinary shares at 11.5p per share
- The second element was the issue by Marchpole of £2,343,600 of 7% Convertible Secured Loan Notes 2011. A proportion of the Loan Notes representing 1,374.000 ordinary shares are to convert automatically on the passing of certain resolutions at a General Meeting of Marchpole to be held on 29 August 2008
- The final element is the conversion of the Loan Notes by Atlas at any time.
Atlas director Peter Wahlberg and Atlas CEO Allan Ladow were also appointed to the board of Marchpole under the terms of the investment. Atlas also made available a £1m letter of credit facility.
Corporate partner, Tom Shaw, led the Speechly Bircham team of Jon Leggett (Banking Partner), Tom Cross (Banking Solicitor) and Paul Arathoon (Corporate Solicitor). Paul Harris (IP, Technology & Commercial Partner) advised Atlas on a review of the Donna Karan licence arrangements.
Marchpole was represented by Memery Crystal (Greg Scott, Alex Read, David Walker and Tom Rush). Shore Capital (Pascal Keane) is Marchpole’s nominated adviser and broker.
For more information, please contact:
Tom Shaw, Corporate partner, on 020 7427 6509 or tom.shaw@speechlys.com
Sarah Gerard, press office, on 020 7427 6679, sarah.gerard@speechlys.com