London and South East law firm Penningtons Solicitors LLP has advised on
the merger of The Society of British Aerospace Companies (SBAC) and The Defence Manufacturers Association into one new body known as A
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D
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S Group Limited. A
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S is now the trade body advancing the UK aerospace, defence and security industries, with Farnborough International Limited as a wholly owned subsidiary.
The deal involved the transfer of the businesses and assets of the two companies to A½D½S
, which represents over 2,600 companies. Farnborough International Limited runs the much acclaimed biennial Farnborough International Airshow. A
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D
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S has recently acted as consultant to the newly established Bahrain International Airshow. In addition to representing members in the aerospace, defence and security industries, A
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D
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S's British Aviation Group is the leading representative body for UK companies involved in the aviation and airport development sector and A
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S sponsors UK Space, the trade association of the British space industry.
One unique aspect to the transaction was that both trade bodies involved in the merger were companies limited by guarantee, not having a share capital. This meant that membership rights and obligations could not be transferred by means of a stock transfer form, but only by a separate express agreement. Additionally, until all three companies could be classified as a group for tax purposes, there would be stamp duty liabilities payable by A
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D
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S upon the transfer of certain assets, including properties, share portfolios and holdings in subsidiaries.
Penningtons' business services team, led by partner Charles Brooks, advised SBAC
on the merger.
Berwin Leighton Paisner advised
The Defence Manufacturers Association.