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Halloween Masquerade Pitch Night hosted by ourselves, Raise Ventures and Kainos dedicated to Angel Investment. We had the privilege of listening to some incredible pitches from Farming Carbon, Good With, Skyjoy, Adexa Labz and Genysys Engine. Fabulous night had by all. Take a look below at how it went.

We recently had the privilege of hosting a Women in Tax NI event at our offices which included a vibrant discussion about the diverse and dynamic world of careers in tax, and had three great speakers Sarah McGarrity, Jaymee O’Hara and David Agnew who spoke about their own professional career journeys in tax.

Gray + Press has advised Belfast-based IT recycling company Vyta Group (formerly AMI) on securing private equity investment and acquiring Essex-based IT disposal company FGD.

Vyta is receiving an investment of around £11 million from MML Ireland, Vyta CEO Philip McMichael, other members of the Vyta senior management team and the FGD founders. MML Ireland will receive a minority shareholding in the group through its investment, which will also see its investment leads – Neil McGowan and Christopher Walsh – join the Vyta Group board. The investment is expected to boost the company’s acquisition strategy throughout the UK and mainland Europe.

Vyta’s acquisition of FGD represents the most recent step in this strategy as it seeks to increase its market share organically at the same time as acquiring IT disposal companies with complementary business aims. As part of its acquisition, FGD will rebrand under the Vyta Group name and its 37 employees will join the company, increasing the size of the team to more than 120 across its network of offices. FGD co-founders Leigh Medhurst and Daniel Elson will become Vyta’s chief development officer and chief technology officer respectively.

Gray + Press advised Vyta Group on tax matters during this process. Vyta was also advised by Tughans and PwC. MML Ireland was advised by Carson McDowell, Gore Grimes, Armstrong TS, SOL Environmental and Leading Resolutions.

Lawyer Monthly’s Interview with Charlotte Press, Partner at Gray + Press

Can you tell us more about the acquisition and your role in advising Vyta?

What started as a very narrow, one-dimensional role when Vyta were embarking on their journey through private equity investment, it quickly grew as the level of interest by funds increased and the additional transaction activity of FGD. Due to our experience of private equity investment and technical tax expertise we were able to support Philip and his team through the various complex stages and in particular on the tax structuring.  Businesses of this size as you would expect do not have the level of spare capacity or technical knowledge needed inhouse to navigate such an intense and complex process independently and that is where we as one of the advisors come in to guide and advise.

What facets of tax law had a significant bearing on this transaction?

 As with most private equity transactions there are the immediate tax implications as a result of any restructuring and those that will or could crystallise in the future. We needed to achieve a certain outcome for the shareholders having particular regard to income and capital gains tax applicable now and in the future, whilst protecting the commercial deal, alongside putting in place a suitable corporate structure from which the new enterprise can operate from. One of our key objectives was to provide the entire team with as much certainty as possible that the tax treatment was in line with legislative requirements.

Did you have to overcome any unusual challenges as part of your work?

Each deal presents unusual challenges but what added to the ‘excitement’ shall we call it on this transaction was trying to complete the purchase of FGD in tandem. Each private equity transaction will have different participators, commercial components and practical challenges i.e co-ordinating that many people and achieving agreement across the board but on this transaction, there was a shared goal I felt everyone was working towards.

How did you coordinate your work with the other firms involved in this transaction?

A benefit of working on corporate transactions of this type is that everyone, advisors and clients are very motivated to move at pace which helps a great deal. How we all interact is key which I find being very honest on what you can do and cover within a timeframe allows for successful relationships and quick resolution.

In what sense does your role in this transaction fit the profile of your firm?

As a firm we find our natural fit is with growing companies that are always striving for the next stage. As a partner of the firm I am passionate about entrepreneurs maximising the value of their company and the return they receive. This is our mission as a firm, and we base everything we do from this mindset. The Vyta transaction albiet being an investment is a significant stage on the growth of the company and for putting Philip and the team on the map as a success story which we were delighted to be part of and continue to support.

Do you expect this investment and acquisition to have a significant impact on the IT recycling industry in the UK and Ireland?

The short answer is yes. There are relatively few key players in this competitive market and with the financial investment and support provided by MML Ireland and the strong senior management team Philip has been able to embed in the business the future is very bright for Vyta in this growing market.  We very much look forward to the next chapter.

Read the original interview with Lawyer Monthly below:

The Chancellor’s Spring Statement on 23 March 2022 set out the Government’s tax plan to support the UK economy, businesses and families in both the short and the medium term. With recent cost of living increases due to the war in Ukraine and inflation expected to reach an average of 7.4% for this year, many commentators including the Shadow Chancellor Rachel Reeves made the point the benefits do not go far enough, particularly doing little for those living in poverty and that the NHS Social Levy should have been delayed.

Income Tax

• Basic rate of income tax is to be reduced from 20% to 19% from April 2024. This measure is to only apply to non-dividend income.

Employment Taxes

• An increase to the National Insurance Primary Threshold for Class 1 NICs from 6 July 2022, aligning it with the income tax personal allowance currently set at £12,570 until 5 April 2026.

Primary Threshold	2021/22 Rates	2022/23 Rates to 5 July 2022	2022/23 Rates from 6 July 2022
	£	£	£
Weekly	184	190	242
Monthly	797	823	1,048
Annually	9,568	9,880	12,570

The calculation of NIC is not cumulative with non-directors benefiting from the higher thresholds for only nine months. Directors NIC is calculated on a cumulative basis and it is not yet clear how this will be operated to take into account the change in threshold during the Tax Year.

The change in threshold has been delayed until July 2022 to give software developments time to update payroll software.

• The Employment Allowance will be increased by £1,000 from 6 April 2022 to £5,000.

Self-Employed

• Class 4 NIC lower profits limit (LPL) will increase in 2022/23 to £11,908. Profits in excess of the LPL will be subject to a rate of 10.25%.
• From 6 April 2023, the Class 4 LPL will be £12,570.
• Class 2 NIC small profits threshold (SPT) will increase in 2022/23 to £11,908 in line with Class 4.
• Self-employed individuals with profits below the SPT will be treated as qualifying contribution years for national insurance credits to be able to access state pension and other contributory benefits but will not pay any Class 2 NIC.

Companies

• Improvements to the research and development (R&D) tax reliefs with support for data and cloud computing costs, a focus on R&D undertaken in the UK and to allow business to claim relief on R&D supported by pure maths.
• The Government is concerned with the differential between the R&D schemes operated, the Research & Development Expenditure Credit (RDEC) mainly claimed by larger companies and those with subsidised expenditure and the small and medium business scheme (SME). The RDEC scheme stimulate between £2.40-£2.70 additional private R&D expenditure for each £1 of tax relief claimed, while the SME scheme only stimulates £0.60-£1.28.
• The Government is considering increasing the generosity of the RDEC scheme to boost R&D investment.
• The Government is concerned with abuse of the generous R&D reliefs, particularly in the SME scheme with further measures to tackle abuse expected to be announced.
• Further announcements are to be made in Autumn 2022 in respect of both R&D schemes.
• The super-deduction is expected to cost around £10bn which is to end in from April 2023. The Government is considering reforms to ensure capital expenditure continues to meet policy objectives and is expected to be subject to consultation.
• Following the Government’s review of Enterprise Management Incentive (EMI) schemes, the Government has concluded the current EMI scheme remains effective and appropriately targeted.
• The scope of the review has been expanded to considered other tax-advantaged share schemes with an initial opinion the Company Share Option Plan (CSOP) should be reformed to support companies as they grow beyond the scope of EMI.

VAT

• To help households improve energy efficiency and keep heating bills down, the government will expand the scope of VAT relief available for energy saving materials and ensure that households having energy saving materials installed pay 0% VAT.
• The 0% VAT rate will not apply to energy saving materials in Northern Ireland due to the NI protocol. Until such time as the 0% VAT rate can be expanded to Northern Ireland, the Northern Ireland Executive will receive a share of the value of this relief under the Barnett formula.

Fuel Duty

• As widely speculated, an immediate reduction in duty on diesel and petrol from 6pm on 23 March 2022, by 5 pence per litre for 12 months.

Please do not hesitate to contact us if you any questions or concerns on how the above changes may impact you or your business.