Paul Hooper-Keeley

Paul Hooper-Keeley MBA FCMA CGMA C.Dir FIoD C.Mgr FCMI FInstLM FMAAT

12 Denyer Court, Fradley, Nr Lichfield, Staffs WS13 8TQ01543 444262/07958 155705

OVERVIEW

A commercially focused Finance Director with Private Equity, Turnaround, Refinancing, MBO/Sale, Acquisition & Disposal (and subsequent integration), Management & Statutory accounts preparation experience gained across numerous market sector SMEs up to £200m turnover (both private & plc). A strong board member with a track record of successfully leading businesses through challenging environments and complex organisational changes. A strong reputation for cash management and EBITDA/cashflow conversion rates in excess of 100% with excellent communication skills with both external and internal stakeholders.

PROFESSIONAL EXPERIENCE

AREAS OF EXPERTISE

MBO/Sale/Private Equity

£20m MBO of CNC Machine Tool business in June 2014 (following £4m refinancing in 2011). (advisors: Grant Thornton, Gateley, and PwC re: Employee Benefits Trust & Employee Share Scheme).

Secondary MBO of construction business with a deal value in excess of £150 million (3 classes of senior debt and 3 classes of loan notes/PIK notes), including lead role in VDD exercise (advisors: Rothschild, KPMG, Wragge & Co, Marsh). Subsequent integration, consolidation and Acquisition Accounting (Fair Value Adjustment, extended goodwill amortisation requiring impairment review & DCF model). Also, integration and consolidation of original MBO.

MBO/Sale of Telecoms business to Lord Young’s PE vehicle in 2005 (advisors: Cavendish & Deloitte).

Sale (earn out) of support services business to Compass plc in 2005.

MBO team member in 2003 attempt to buy soft FM group (advisors: Sovereign VC & Yorkshire Fund Managers).

Turnaround

Parachuted into soft FM business where the bank was foreclosing and put in place an emergency invoice discounting line of £3 million within 10 days. Similar role with P/E backed business where £1m raised in 3 weeks for senior debt repayment.

Set-up daily/weekly cash flow reports to manage within facility and set working capital targets for debtors/creditors.

Negotiated short term “Time to Pay” payment holiday for 3 companies with HMRC re: PAYE/NIC payments.

Instigated P&L and Budget workshops to Area Managers to focus business on cash, profit and budgetary control.

Renegotiated contracts with major suppliers to more favourable terms.

Restructured business into Group structure to allow controlled disposal of parts of the business.

Corporate Finance

Raised £65m of senior debt and £7.5m of revolving credit from Barclays/RBS/HSBC/NAB and £50m of loan notes from Private Equity and shareholders.

Raised £10m of finance to allow refinancing of mezzanine and subordinated debt into senior debt on more favourable terms.

Increased BoS facility for client from £1m to £4m. Raised £7.75m for MBO.

Acquisitions & Disposals

Disposal of Distribution Company for Chemical business

Strategic acquisition of personal organiser company for AIM listed PLC printing business (and subsequent integration).

Acquisition of 3 support service companies for soft FM group (and disposal of a subsidiary) and the resultant successful integration of the acquired businesses, systems and people.

General Commercial & Finance

Won 10% ERDF grant funding on £1m CapEx project in 2013.

EBITDA/Operating cash flow conversion of 120% (£3.7m cash generated from debtor/creditor management in FY08).

Accelerated repayment of debt funding from 8 year term to 2 ½ years due to cash management and profitability.

Achieving financial closure on a £102m PFI contract (and a 10% performance bond for 4 ½ years at 0.8% versus previous bank rate of 2.5%).

As Interim FD of telecoms business brought accounts up to date (5 months behind) and chased aged debt and reduced bad debt provision by £350k.

Contract hire of 450 vehicles with FM Company with £1.2m cash back (manufacturers discount) via Lombard.

Vehicle fleet refinancing deals for 3 companies adding £1.8m to cash flow to Telecoms business.

Launched new franchise marketing programme for FM business with £75k budget for exhibitions, websites and direct mailings. Grew sales from £700k pa to £16m pa in six years, creating additional £800k pa profit.

RECORD OF DELIVERY

April 2011 – November 2014Mills CNC LimitedT/O £65mDistributor of CNC Machine Tools

Interim Finance Director/Equity Finance Director & Interim Managing Director/Finance Director

Brought in by the Non-Exec Chairman, initially on a 3 month interim contract, to replace under-performing FD. At the time, the business was turning over circa £28m. Identified covenant breaches on senior loan on day one and liaised with Board and bankers to successfully negotiate through the situation. Contract extended to 6 months. Handled difficult audit clearance meeting in first week and turned around poor cash position within first month. Undertook a £4m refinancing after 5 months (with the bank stipulating the extension of my contract by further 12 months) and eventually assisted the business through a £20m MBO in June 2014 (extending Letter of Credit facility with bank to £7.2m to cover the working capital requirements of the business). Awarded share options after refinancing to come on board as Equity FD and asked to perform role of Interim Managing Director/Finance Director for 6-monthd post-MBO of 4th June 2014.Negotiated 10-year lease on new 25,000 sq. ft. building including a 15-month rent-free period, and assisted in negotiation of new 4-year distribution agreement with Doosan, the South Korean machine tool manufacturer. Part of MACH show team that project managed the £500k stand investments at 2 NEC shows (2012 & 2014).Development of additional divisions to produce additional revenue streams in ancillary support areas (i.e. The CNC Training Academy, the Servicing Contract division, parts sales etc. EBITA increased from £1.8m to north of £6m during my tenure.

June 2010 – April 2011The Intraining Group LimitedT/O £65mEmployability & WFD Training

Interim Finance Director

Brought in by the Parent, Newcastle College Group, initially on a 3 to 6 month interim contract to assist with the development of the Management Team (who were all at varying stages of the professional careers) and to design and implement a performance management dashboard for the operational activities of this subsidiary, whilst acting as a “Safe pair of hands” until a permanent FD was recruited. Furthermore, with the axing of the Employability and Workforce Development schemes by the new coalition government in May 2010, senior finance experience was required within the Project Board that was tasked with bidding for the new government “Work Programme” scheme (to Merlin procurement standards and PRINCE2 project management standards).Assisted in attaining the maximum 7 geographical DWP frameworks for NCG/Intraining. In addition, full responsibility for the value adding finance team at HO in Sheffield (shared services being undertaken at Group level in Newcastle).

March 2009 – February 2010CET Safehouse LimitedT/O £15mConstruction

Interim Finance Director/Company Secretary

Brought in by the Private Equity House owners, initially on a 3-month interim contract to assist with the collection of old debt ahead of a significant loan repayment, but extended to assist the business (and incumbent FD) through the year-end audit (including loan note interest calculations and an impairment review on the amortisation of goodwill) and the significant relocation of the Finance Department and Head Office functionality from Kent and integration of the new teams/systems to the new modern service centre in the Midlands. Took the business through a refinancing and implemented a weekly flash report of Key Performance Indicators and increased cash generation ahead of a subsequent loan repayment. Remained to undertake handover once a permanent FD had been recruited and brought on board.

Jan 2006 –Dec 2008Bullock Construction LimitedT/O £200mConstruction

Group Finance Director/Company Secretary

Secondary MBO (April 2008) in circa £154m deal backed by LDC and a club of 4 banks (Barclays/RBS/HSBC/NAB). Advised by Rothschild, VDD by KPMG. Eversheds and Marsh involved in the DD process. Post deal involved acquisition accounting (Fair Value Adjustment) and 30 year goodwill amortisation (impairment review and discounted cash flow model). Achieved audit clearance from KPMG December 2008.

EBITDA of circa 10%, with negative working capital model achieving an EBITDA/cash conversion ratio of 120% annually.

Following the original MBO of the company from Renew Holdings plc (September 2005) I was brought in at the request of HBoS to run the finance function. Original Senior and Mezzanine debt on this deal was paid off in 2 ½ years versus an expected 8-year term due to the cash generation of the business.

I also took over the property portfolio, insurances, performance bonds, and assisted with IT and procurement.

In a benchmarking exercise have saved £275k in insurance premiums (in excess of 50% of the previous years premium) and on the newly won PFI contract worth over £100m have negotiated a 10% performance bond rate down from 2.5% to 0.8% saving approx. £500k over the 5 year contract life.

Developed strong relationships with the company’s advisors, auditors, banks, investors, solicitors, customers etc.

Oct 2005 – Jan 2006Star Sportswear LimitedT/O £15mSportswear

Interim Finance Director/Company Secretary

3-month interim contract to assist with the stock take on new IT software and year end of this sportswear manufacturer and distributor.

Involved in forward foreign exchange contracts to buy US dollars with regard to Indonesian suppliers, as well as letters of credit.

Overcame backlog of management accounts and brought 5 periods up to date in time for year end audit.

Undertook insurance benchmarking exercise.

Aug 2004 – July 2005Eurotel LimitedT/O £30mTelecoms

Interim Finance Director

Interim appointment to prepare the company for sale. Production and management of four divisional business account and consolidated accounts in billing, engineering, mobile and fixed line equipment sales.

Reconciled and integrated accounts in period of flux/change for 5 months. Removed non-performing Credit Manager and two other staff and recruited replacements. Commenced 250 legal actions and successfully recovered £350k to cut bad debt provision by 50%.

Negotiated sale and lease-back agreement with Lombard for £2m fleet of 200 cars and vans as part of MBO B/S restructuring.

Re-organised and reconciled £8m payroll programme resolving tax, national insurance, earning attachment issues etc.

Working with MD, compiled financial and company secretarial documentation for preparation of Sales Memorandum for sale of business to cover IPO, MBO or trade sale options.

Represented the company on audit by KPMG and due diligence by Deloittes acting for MBO team financed by Young Associates Private Equity and RBS.

Mar 2004 – Aug 2004J & G Holdings LtdT/O £7mSupport Services

Interim Finance Director

Appointed to prepare company for sale. Set up effective accounts department/systems for what was previously a sales led “lifestyle” company. Re-organised company secretarial function to meet compliance requirements.

Conducted due diligence, research, and meetings with vendors of possible acquisitions. Liaised with Inland Revenue and Customs & Excise over inspections.

Assisted in “earn out” transaction for owners and worked on the handover and integration of finance functions to Eurest Limited on sale of business.

Jan 1997 – Mar 2004G & J Spencer Group plct/aNIC Services GroupT/O £40mSoft FM

Group Finance Director

Facing bank foreclosure on arrival with the business, negotiated invoice discounting agreement with NMB Heller that raised £3m and staved off liquidation.

Introduced budgetary and management accounts system successfully negotiated with resistant family board of directors,

Replaced UNIX mainframe system with PC network based on Windows NT, Pegasus, Opera and MS Office Pro to provide reliable management accounting and payroll.

Identified imbalance between quoted specification agreement prices compared with actual excess services delivered - causing fundamental loss situation. Created costing/pricing structure that in three months turned £450k loss to £300k annualised profit to generate the company’s most successful profit ever.

Jointly with Sales Director, prepared tenders and presented to Sainsbury and Tesco securing £9m pa new sales.

Set up series of workshops for 150 Regional Managers / Supervisors and trained them in Profit & Loss management, tendering, budgets, costings and margins.

Negotiated emergency £1m factoring facility with First National and £4m re-financing package with Bank of Scotland.

Negotiated contract hire of 450 vehicles via Lombard, obtaining £1.2m cash back.

Led the acquisition and integration of 3 owner managed businesses (and associated numbers, people, systems and procedures) into the Group.

Negotiated £7.75m indicative finance with Sovereign Venture Capital and Bank of Scotland and opened MBO negotiations with family owners of the business who had indicated that they wanted to sell. This ultimately failed and the family owners eventually reorganised the business to the franchise model entirely.

Apr 1995 – Jan 1997 Martin Shelton Group plc T/O £8mPrinting/Business Gifts

Interim Finance Director/Group Chief Accountant

Maintenance of divisional and consolidated accounts for five businesses. Statutory submission and interim reporting to USM and AIM. Responsibilities included IT, finance, M & A and Cosec.

On acquisition of Daines & Hathaway, leather manufacturers, integrated their accounts and people into group. Negotiated purchase of new freehold premises for £180k, securing £120k government grant. Invested £40k in equipment and fitting out. Moved 60 staff. Recruited six staff and set up training workshops.

Part of negotiating team that successfully acquired Personal Management Systems Ltd Brighton/London manufacturing and retailing personal organisers and then responsible for their integration into the PLC. Shut down Brighton factory and laid off labour force. Moved manufacturing to Leeds, adding £50kpa to profit. Closed Northants office and laid off staff, adding £100k pa to bottom line.

Prepared Long Form documentation and submission for successful transfer of listing from USM to AIM.

Apr 1991 – Apr 1995Lambson Chemical Group Ltd T/O £25mChemical Manufacturers

Group Management Accountant

Production of management accounts and £2m pa CAPEX budget.

Replaced manual CAPEX accounting system with Britannia Software and set-up MRPII system linked to Tetra Chameleon that provided management information, inventory control, operational scheduling, raw materials, quality and margins analysis control - reducing costs by £75k pa.

Prepared divisional accounts and assisted in the sale of Fearns Tankers Ltd to Wincanton.

Prepared capital expenditure projects and budgeting for £1.5m capital expenditure Joint Venture with Royal Ordnance for set-up of acid dilution plant.

2003 -2007Biff Bang Pow LtdT/O £1mMusic Publisher/Record Label

Non-Executive Director

Non-Executive Director of niche musical CD & publishing business. Sourced bands and agreed recording/publishing contracts. Negotiated distribution agreements with Amazon, HMV and Virgin, advertising agencies, radio, film and TV stations/producers. Set up distribution agreements in Europe Asia, Australia, Middle East and US. Launched promotional campaign including direct mail order, ecommerce, press advertising, posters and promotional events.

Outsourced recording studio and managed production of singles and album music on CDs and videos, including Top 100 UK single and Band Aid 20 & Tsunami Appeal involving personal recording of Ronnie Wood (Rolling Stones), Steve Cradock (Ocean Colour Scene), Mark Joseph, PP Arnold, Chris Farlowe, Jimmy Winston (Small faces) and Reg Presley ( The Troggs). The business was successfully sold to Detour Records Limited in 2007.

Other Roles

2014 - 2016West Midlands Chairman of The Chartered Institute of Management Accountants

2012 - 2014North West Midlands Branch Chairman of The Chartered Institute of Management Accountants

2003 – 2005North West Midlands Branch President of The Chartered Institute of Management Accountants

1998 – presentCIMA NWM Branch Committee Member

2010 – presentInstitute of Directors West Midlands Regional Ambassador for Chartered Director

Interests

Continuous Professional Development, Historic Military Aviation, Current Affairs, Music (50s/60s R&B/Soul), watching Football/Rugby Union/Test Cricket.

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