Shakespeare Martineau Advises DragonPass on Major UK Acquisition 

Shakespeare Martineau has acted for DragonPass Group on its acquisition of Ello Group Holdings Limited — one of the UK’s leading loyalty and membership businesses, and the company behind household consumer brands tastecard, Gourmet Society and Coffee Club.

The transaction was led by the firm’s China Desk, reflecting Shakespeare Martineau’s growing reputation as a trusted legal adviser for Chinese businesses investing and acquiring in the UK. DragonPass, headquartered in Guangzhou, a global provider of airport services with access to over 1,400 airport lounges and travel benefits across 140 countries, with UK operations based in Manchester, is a prime example of the new generation of Chinese businesses executing sophisticated cross-border growth strategies as part of China’s ‘going global’ movement. This acquisition deepens DragonPass’s UK and European footprint.

Ello Group operates a diversified loyalty model spanning direct-to-consumer memberships, B2B partnerships with major financial institutions including Lloyds Bank, and employer benefits distribution — a resilient and scalable business with strong brand recognition across the UK consumer market.

Shakespeare Martineau’s team provided full legal support across all aspects of the transaction, including:

• Structuring the transaction;
• Conducting comprehensive legal due diligence across all workstreams;
• Advising on warranty and indemnity insurance;
• Negotiating, advising on and drafting the share purchase agreement and all associated transaction documents.

The transaction required close collaboration across Shakespeare Martineau’s corporate, commercial contracts, IP and IT, data protection, property and employment teams — reflecting the firm’s full-service capability and its ability to coordinate complex, multi-disciplinary mandates for international clients. The team also worked alongside DragonPass’s other advisers on corporate finance and tax to deliver a coordinated and seamless deal experience under significant time pressure over the festive period.

Paul Hardman, Corporate Partner, and Jing Wang, China Desk Lead and dual-qualified solicitor of England and Wales and the People’s Republic of China, led the transaction for Shakespeare Martineau.

Paul Hardman said: “This was a genuinely complex transaction — multiple workstreams, tight timelines and a completion over the Christmas festive period — but the team’s collaborative approach ensured a smooth process from start to finish. Deals like this demonstrate the real value of integrated legal advice and the strength of what we have built with the China Desk in serving ambitious Chinese businesses coming to the UK.”

Jing Wang said: “Acting for DragonPass on this acquisition was a privilege. DragonPass is exactly the kind of client the China Desk was built to serve – a globally minded Chinese business with a clear strategic vision, executing a sophisticated cross-border transaction in an unfamiliar legal environment. Our role was not just to get the deal done, but to be the trusted bridge between DragonPass’s ambitions and the realities of UK M&A, explaining not just the law, but why it works the way it does, and making sure our client felt confident and supported at every stage”

Shakespeare Martineau’s China Desk provides multilingual, specialist legal advice to Chinese and Asia‑Pacific businesses investing in, acquiring and operating in the UK, as well as to UK businesses with China‑related interests. Led by Paul Hardman and Jing Wang, the desk combines genuine cross‑cultural expertise with our full‑service national platform. Acting as a trusted partner, the China Desk supports Chinese businesses at every stage of their UK journey, from market entry and acquisitions to ongoing operations, governance and dispute resolution.

This content is provided for general informational purposes only and does not constitute legal advice. It is not intended to address the circumstances of any individual or entity, nor should it be relied upon as a substitute for specific advice from a qualified solicitor. The information reflects the legal position as at the date specified and may be subject to change. If you require advice on a specific matter, please contact us directly.