Executive Summary
- This litigation concerns the sale of Notus Heavy Lift Solutions Limited (NHLS) by Notus Group Ltd to British Engineering Services Holdco Ltd (BES) on 27 May 2022.
- NHLS specialized in heavy lifting consultancy, serving high-profile clients such as Siemens and EDF’s Hinckley Point C nuclear project.
- The purchase price was £5.69 million plus additional consideration contingent on NHLS achieving £1.2 million EBITDA by December 2022, which was met.
- Notus claims payment of the additional consideration; BES admits this but asserts a counterclaim to offset the payment.
- The case highlights detailed due diligence, customer satisfaction surveys, and valuation assessments underpinning the acquisition.
Sanctions Highlights
- No sanctions implications identified in this case.
Emerging Risks
- Concentration risk: NHLS’s revenue heavily depends on a small number of large customers, notably in nuclear and infrastructure sectors.
- Integration risk: Potential challenges in merging NHLS’s specialized consultancy culture with BES’s broader risk management services.
- Contractual risk: Disputes over contingent payments and counterclaims may affect deal certainty and future M&A negotiations.
Geopolitical Impact
- The case involves UK-based companies and centers on UK regulatory compliance (LOLER) and nuclear infrastructure projects.
- NHLS’s role in supporting critical UK infrastructure (Hinckley Point C) underscores the strategic importance of domestic specialist service providers in national energy security.
- BES’s acquisition reflects UK market consolidation trends in engineering consultancy and risk management sectors.
Economic Intelligence
- NHLS grew from zero turnover in 2015 to £2.85 million in 2021 with an EBITDA of approximately £0.9 million.
- The acquisition price (£5.69 million plus earn-out) reflects strong market confidence in NHLS’s niche expertise and client base.
- NHLS’s day rates (£550–850) and medium-term contracts indicate a high-value, specialized workforce.
- The nuclear and renewables sectors represent key growth markets for lifting consultancy services.
Strategic Recommendations
- For investors and acquirers: Conduct thorough due diligence on customer concentration and contractual earn-outs to mitigate post-acquisition disputes.
- For BES and similar firms: Prioritize integration strategies that preserve specialist expertise and client relationships in niche consultancy areas.
- For UK infrastructure stakeholders: Support domestic specialist firms to ensure continuity and compliance in critical sectors like nuclear energy.
- Monitor legal outcomes for precedents on earn-out disputes and valuation adjustments in specialized consultancy acquisitions.
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**Source Notes:** Notus Group Ltd v British Engineering Services Holdco Ltd [2025] EWHC 1391 (Comm)
https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/1391.txt