Background

Codex Global were appointed by Zeus Capital Ltd, an independent investment banking business that is authorised and regulated by the Financial Services Authority and approved as a Nominated Adviser and Broker by the AIM Market of the London Stock Exchange. The lead UK lawyers were Eversheds LLP.

The Deal

A cross border offer by Swiss company Myriad Group AG for multinational business Synchronica Group, whose shares were dual listed on both the UK and Canadian stock exchanges.

The Challenge

To produce all the documentation in relation to the offer under the direction of Zeus Capital and Eversheds, liaising with all parties as appropriate, including:

• The Company (offeror)
• Corporate finance advisor to the offeror
• Legal Adviser to The Company as to English Law
• Legal Adviser to The Company as to Canadian Law
• Legal Adviser to The Company as to Swiss Law
• The Canadian printer
• The Registrars (UK)

The particular challenges inherent in this production were the high pagination levels for all documents and most especially that they needed to be typeset in English, translated into French, proofread, typeset in French and proofed to all parties over nine proof stages, signed off and delivered in less than 2½ weeks. The documents involved in the initial stage included:

• Prospectus document, 450 pages, English and French
• Offer document, 120 pages, English and French
• Forms of Acceptance, 12 pages and 4 pages, English and French
• Terms & Conditions, 16 pages, English

 The Solution

-      Following a detailed briefing from Zeus, including specification and key timings information, Codex established a dedicated project team to cover all disciplines, working under a single project leader who acted both as internal co-ordinator and chief liaison with our customer;

-      Under the direction of our Implementation Manager, Codex created a specific yet flexible production schedule including a detailed workflow for all aspects of the process;

-      Key deadlines were communicated to and agreed with Zeus and Eversheds, leaving them mentally free to get on with the most important aspect of the job, i.e. running the deal;

-      Even with total pagination running in excess of 600 pages and multiple proof stages, all English corrections were turned around and re-proofed overnight for early distribution the following morning or even press pulled through the day as required;

-      Meanwhile French translation took place concurrently, our engineering team utilising sophisticated Translation Memory software to identify additional corrections made (in English) at every stage to enable these to be translated and incorporated into the document;

-      The accelerated timeframes involved in corporate finance productions necessitated retaining a veritable army of translators to ensure deadlines were kept, all co-ordinated by a Senior Project Manager supported by an Assistant Project Manager, who also ensured a consistency of quality was maintained throughout;

-      Prior to deadline day the up-to-date translations were handed across to our foreign language desk top publishing team, who typeset the French document over the final weekend following the style templates already established in the English versions;

-      On the pass for press / sign off day both the English and foreign language typesetting teams took the final client corrections simultaneously, in the latter case the corrections first being translated by on site translators, to ensure ultimate deadlines were fully achieved;

-      Following sign off, Codex printed all relevant documentation overnight for mailing the next day to UK and European shareholders, meanwhile we sent a print ready PDF to the Canadian printers who completed the same process in North America.

The Benefits

As Europe’s only truly integrated language services and financial printing business including an all in house English and multi-lingual typesetting team, our approach delivered a number of benefits that no single agency either could match or compete against:

-      First and foremost we delivered all documents in both languages on-time, producing the translations in less than a quarter of the time this would usually have taken, which could only be achieved in a single co-ordinated environment;

-      In house typesetting in both languages enhanced turnaround times and maintained quality, ensuring documents in both languages were stylistically identical to each other;

-      Our financial printing expertise meant we were able to alleviate some of the pressure on our customer by taking on appropriate tasks ourselves, including liaising directly with registrars in both countries regarding data management and FOA production and co-ordinating directly with the Canadian printers;

-      Despite the large numbers and tight deadlines involved, as a single fully integrated supplier we were still able to save our client more than 25% against the cost of placing the work separately or with non specialists;

-      Finally, maintaining our client’s data security is of paramount importance to Codex, all involved including our army of translators, had first been fully vetted with signed confidentiality agreements in place and all work was carried out within our strict security guidelines.