Simon Flamank
Summary
I specialize in managing periods of change and turnaround within organizations.
Such periods may be growth, acquisitions, divestments or as a result of serious financial issues.
Over the years I have undertaken such key roles in UK and overseas public and private companies as well as within US owned joint ventures.
With each role I look to build a team within that organisation which is then capable of delivering its future business goals.
Specialties
Media
Entertainment
Leisure
Publicly quoted companies
As well as having originally qualified as a Chartered Accountant (FCA), I am also a member of The Institute for Turnaround (MIFT) .
I am also a BAFTAFilm and Television voting member.
Address32 South Road
Chorleywood
Herts
WD3 5AR
Phone+44 (0)1923 444729
Fax+44 (0)1923 444730
Mobile+44 (0)7711 190368
Other Previously a member of MCC’sMarketing Committee and
Appointments various working parties
Governor of ChristChurchSchool Chorleywood
Simon Flamank
Since September 2010 I have been working in parrallel on three projects, all of which are related to Turnaround, Restructuring and the raising of Private Equity finance, in summary they cover;
“One” - on behalf of this well known group I produced a report for them highlighting acquisition opportunities both in the European TV industry and the world wide Kids industry.
Subsequently they have followed through on certain of the recommendations.
“Two” – are the UK's leading provider of hybrid DTT/OTT TV via either Set Top Boxes or Connected devices such as panel TV's or games consoles. I was asked by a mutual institutional contact to look at the business and to provide guidance to the existing board.
As a result the existing shareholders have agreed to both an interim funding round and also a new fundraising round to bring in newinstitutional or strategic investors to stand alongside them. To date theexisting shareholders have already invested £ 4.5m.
With competitors such as BlinkBox and Project Canvas this business is at the very heart of the convergence between technology and platforms and content.
“Three” – is a private project which I am undertaking which brings together EIS and VCT funding for the UK TV and Film industries.
I am undertaking this project with a UK based corporate finance house.
For my experiences prior to September 2010 I have provided one detailed case study and one summarised case study, they are;
Handmade plc
TV Loonland AG and Metrodome Group plc
Simon Flamank
Case study of Handmade plc
30th November 2009 to Handmade plc – Appointed as Chief Operating
August 2010Officer and Finance Director
About Handmade
Handmade Films was created in 1978 by ex-Beatle George Harrison and producer Denis O’Brien. The label’s first theatrical release was Terry Gilliam’s seminal 1981 fantasy Time Bandits. Throughout the 1980s, Handmade Films released an amazing string of commercial and critical hits including 1982’s gritty gangster drama The LongGood Friday starring Oscar-nominee Bob Hoskins and Oscar-winner Helen Mirren; Oscar-winner Neil Jordan’s lyrical, Oscar-nominated 1986 film noir Mona Lisa; the black comedies Withnail and I from 1987 and How To Get Ahead InAdvertising released in 1989, both starring Richard Grant; as well as farces like APrivate Function with Monty Python alum Michael Palin and Harry Potter star Maggie Smith and Water with Oscar-winner Michael Caine and Valerie Perrine. In the 1990’s when owned by Paragon of Canada it was also the producer of Lock Stockand Two Smoking Barrels.
Handmade was a UK AIM listed company, following its reversal into The Equator Group in 2006, accompanied by a fund raise.
In 2009 the company undertook a further fundraise of £ 17.0m (£ 6.8m of equity and £ 10.2 of Convertible Loan Notes), in part to acquire a New York based animation business and to enter into a JV with National Geographic for children’s programming.
Conditional to the fundraise was that a new appointment was to be made to the board, with someone with experience of operating entertainment and media companies as well as from a financial background. There had already been issues as regards both accounting and other financial and governance matters.
I agreed with the Nomad’s that I would join the board following the fundraise and my name was included in certain of the literature for the fundraise, and my joining would follow on from the completion of my previous appointment at TV-Loonland AG.
When I did however join on 30th November and was able on behalf of the Nomad and other stakeholders to assess the true financial and trading position of the company, I found that it was markedly different from that portrayed to the market.
As a result this was reported to the Nomads.
Following an initial Board Meeting held at the start of January, BDO were then asked to work with me in undertaking a detailed financial and business review of the group, including “use of proceeds”.
Consequent to the commencement of that process the three former executive members of the board all resigned on 4th February 2010.
Simon Flamank
Case study of Handmade plc - Continued
Having completed the work with BDO, I then presented it to stakeholders in the business, on the basis that there were only four viable alternatives;
- Could sufficient new capital be raised to deal with the issues now uncovered and also provide working capital to take the business forwards, or
- Could the company sell either off its film or children’s businesses or libraries to raise capital to similarly deal with the issues now uncovered and also provide working capital to take the remaining business forwards, or
- Should the company undertake a pre pack effectively for the benefit of the then existing Convertible Loan Note holders, or
- Could the company attract sufficient interest for a full public offer and takeover
Working with BDO, Rosenblatts (who were appointed as lawyers to the company). IBIS (who were appointed as financial advisors) and the Nomad, we were able to achieve a public offer for the company.
That public offer was at 1p per share and 55p per £ 1 of Convertible Loan Notes, and was made by an SPV formed by a group of investors with existing relationships to the group.
In parallel I also dealt with National Geographic in the dismantlement of the children’s related JV operation.
Throughout this process my role was seven fold;
- Operate the existing business and interface with all of the counter parties, staff and creditors, whilst
- Cutting overhead and reduce operating costs, and
- Provide the industry knowledge and expertise, and
- Identify likely sources of finance and or partners for the business, and or acquirers of assets, and
- In short order determine the optimum route to securing the future of the business, and then
- Co-ordinate all of the various parties involved in all of the ultimate transactions, and finally
- To execute a smooth transition of the business to its new owners, who were based offshore in Jersey and consequently close both the Los Angeles and London offices
With the transition completed during August 2010 I then stepped down from my roles.
Simon Flamank
Summarized Case Study of TV Loonland AG and Metrodome Group plc
April 2006 to Metrodome Group plc – Chairman of AIM listed
May 2008 and tofilm distribution company
November 2009TV Loonland AG – Sole Director
Metrodome Group plc (“MDG”) was the UK 62% owned subsidiary of TV Loonland AG (“TVL”) a German Prime Standard listed media group.
In April 2006 I was appointed as the sole Director of TV TVL in order to restructure and rescue the business, and at the same time as Chairman of MDG.
MDG was itself an AIM listed company.
- Within TVL initially raising € 4.3m as convertible loan stock, bringing in new external shareholders and stabilizing the business
- Within MDG undertaking a share issue and simultaneously a debt for equity swap that brought £ 1.8m of equity into the business
- Two subsequent fundraising rounds in TVL which generated a further € 3m
- Restructuring the TVL bank debt from € 20m to € 6m plus a 10% shareholding in the business, the debt was due to a London based banking syndicate
- Presiding over and presenting to three AGM’s and one EGM under German corporate law, all held in Munich
- Chairing two AGM’s in the UK for MDG
- In TVL funding of six new animation properties and the follow on funding for the award winning “Little Princess”, “stripped” by Channel 5 in the UK since October 2006
- Through the establishment of a Paris office being able to utilise the French tax credit system for animation development and production which has resulted in significantly lower production costs for TVL
- Complete reorganisation of the finance, legal, royalty and administrative functions of all of the businesses, this led to a rationalisation of staffing resources
- New IT server solution for London from which all other offices (Munich , Paris and Miami) operated
- In MDG we were able to acquire the UK distribution rights to four Oscar nominated films, with “Counterfeiters” being the winner of the Best Foreign language Film in 2008
- In May 2008 concluded the sale of the Hasbro Classics Library from TVL to Hasbro Inc for $ 7m
- Also in May 2008 concluded the sale of TVL’s majority stake in MDG to MediaPro of Romania for £ 2m
- Combined these two transactions have enabled the Banking Syndicate to be fully repaid and for there to be surplus funds
Since the sale to MediaPro, MDG has raised further equity and debt and has made two corporate acquisitions in the UK, the last being in August 2011, which has led it to a position of being the UK’s No 1 independent film distribution business.