Acquisition
Galliford Try PLC
19 January 2006
Galliford Try plc
Proposed Acquisition of Chartdale Limited
Summary
- Galliford Try plc ('Galliford Try' or 'the Company') has entered into
a conditional agreement to purchase the entire issued share capital
of Chartdale Limited ('Chartdale') for £67.0 million in cash.
- Chartdale is a well-established regional housebuilder operating
throughout Lincolnshire.
- The Acquisition represents a financially attractive opportunity to
acquire a well- established regional housebuilder in an adjacent
location to Stamford Homes, the eastern counties based subsidiary
within Galliford Try's housebuilding division.
- At Completion, Chartdale is expected to own or have contracts over a
land bank of approximately 1,350 plots, substantially all of which
have planning permission and approximately 95 per cent. of which will
be developed as houses with the balance to be developed as apartments.
- The consideration of £67.0 million is payable in cash over a two year
period and will be financed from the committed bank facilities of the
Company and the cashflow of the Enlarged Group. At Completion,
Chartdale is expected to have cash balances of between £10 - £15
million.
- The Acquisition will create a more diversified and balanced land bank
within the Enlarged Group. Following the Acquisition, the Enlarged
Group will have a land bank of approximately 3,900 units, thereby
contributing towards Galliford Try's expansion plan to increase the
number of units sold by its housebuilding division to 1,250 per annum.
As a result of the Acquisition the Enlarged Group will have less
exposure to the market for new apartments which will represent less
than 25 per cent. of units within the enlarged land bank.
- An experienced team led by the Managing Director of Stamford Homes
will oversee the integration of the Chartdale business and Galliford
Try expects to be able to realise synergies from applying best
practice from within the housebuilding division to the operations of
Chartdale.
- The Board believes that the return on the investment to be made in
Chartdale will exceed the Company's weighted average cost of capital,
assuming a measured build out programme of Chartdale's land bank. The
Board believes that this build out programme can be realised at
margins similar to the existing margins being earned within the
housebuilding division.
- The Acquisition is also expected to enhance Galliford Try's earnings
in the first full financial year of acquisition, the year ending 30
June 2007*.
- The Acquisition is conditional on shareholder approval at an EGM to
be held on 15 February 2006.
Commenting on the Acquisition, Greg Fitzgerald, Chief Executive of Galliford
Try, said today:
'This is an exciting acquisition for Galliford Try that we have secured without
competition from other housebuilders. It fits our strategy of growing our
successful housebuilding division through expansion in adjacent geographical
locations on terms that satisfy the Company's investment criteria. The
Acquisition adds significantly to our landbank giving greater visibility to our
target of 1,250 unit sales per annum in our housebuilding division. Chartdale
also expands our geographic footprint and further raises the level of awareness
of the enlarged business amongst land owners and agents, generating additional
opportunities for house sales and land purchases'
This summary should be read in conjunction with the full text of the following
announcement.
Enquiries:
Galliford Try plc
Greg Fitzgerald, Chief Executive +44 (0) 18 9585 5220
Frank Nelson, Finance Director +44 (0) 18 9585 5221
PricewaterhouseCoopers LLP (financial adviser)
Gerry Young +44 (0) 20 7212 4027
Bell Pottinger Corporate & Financial (PR adviser)
Ann-marie Wilkinson +44 (0) 20 7861 3232
Geoff Callow
A presentation for sell-side analysts will be held at 9.30am this morning at the
offices of Bell Pottinger Corporate & Financial, 6th Floor Holborn Gate, 330
High Holborn, London. Please call Katie Ratner on 020 7861 3874 to confirm
attendance.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business
is acting exclusively for Galliford Try plc and for no one else in relation to
the Acquisition and will not be responsible to anyone other than Galliford Try
plc for providing the protections afforded to clients of PricewaterhouseCoopers
LLP or for giving advice in relation to the Acquisition, or any other matter
referred to in this announcement.
* The statement as to earnings enhancement does not constitute a profit forecast
and should not be interpreted to mean that the earnings of the Enlarged Group
will be higher in the year ending 30 June 2007 than for any prior year.
19 January 2006
Galliford Try plc ('the Company')
Acquisition of Chartdale Limited
1. Introduction
The Company has today entered into a conditional agreement to acquire, subject
to Shareholder approval, the entire issued share capital of Chartdale for a cash
consideration of £67.0 million payable over a two year period. Chartdale is a
regional housebuilder operating throughout Lincolnshire.
The Board believes the Acquisition represents a financially attractive
opportunity to acquire a well established regional housebuilder in an adjacent
location to Stamford Homes Limited (''SHL''), the eastern counties based
subsidiary within Galliford Try's housebuilding division.
Due to the size of the Acquisition, it is conditional upon the approval of
Shareholders at an Extraordinary General Meeting to be held on 15 February 2006.
2. Information on Chartdale
Chartdale operates throughout Lincolnshire employing approximately 80 staff and
has its head office in Grimsby.
Chartdale was formed in order to acquire Alfred McAlpine plc's housebuilding
operations in the Lincolnshire area in 1986 through a management buy out led by
Geoff Dyson, who is the company's managing director and principal shareholder.
At Completion, Chartdale is expected to own or have contracts over a land bank
of approximately 1,350 plots, substantially all of which have planning
permission and approximately 95 per cent. of which will be developed as houses
with the balance to be developed as apartments. In the year to 31 October 2005,
Chartdale generated turnover of £26.3 million from the sale of 143 units at an
average selling price of £183,900.
3. Financial information on Chartdale and its subsidiaries
Summary financial information relating to Chartdale and its subsidiaries for the
three years ended 31 October 2005, is set out in the table below:
2003 2004 2005
£m £m £m
Turnover 27.0 25.5 26.3
Profit on ordinary activities before interest and
taxation 7.5 8.9 14.0
Operating profit margin 27.8% 34.9% 53.2%
Gross assets 27.0 32.9 43.2
Net assets 19.9 26.0 36.1
Cash at bank and in hand 9.1 10.7 15.2
Chartdale accounts for its land bank, its largest asset category by value, at
the lower of historical cost and net realisable value. Galliford Try intends to
consolidate the net assets of Chartdale at fair value, which the Board expects
to approximate to the purchase consideration. Galliford Try will therefore
report lower operating profit margins as it develops Chartdale's land bank than
those historically reported by Chartdale.
4. Business plan for Chartdale
Galliford Try has developed a plan to integrate Chartdale into the existing
regional structure of the housebuilding division. Galliford Try currently has
regional representation throughout the South and East of England through
regional housebuilding businesses comprising Midas Homes and Gerald Wood Homes
in the South West, Stamford Homes in the Eastern Counties and Try Homes in the
South East. Chartdale operates to the north of, and adjacent to, Stamford Homes'
current area of operation and will become a new regional business within
Stamford Homes.
Ian Baker, Managing Director of Stamford Homes, will be responsible for
integrating the Chartdale business. Ian Baker successfully oversaw the
integration of Gerald Wood Homes following its acquisition by Galliford Try in
2001. Galliford Try will retain Chartdale's head office in Grimsby and will
operate the business with the existing employees. Geoff Dyson has agreed to stay
for a limited period to assist in the transition into new ownership.
Chartdale's land bank represents approximately nine years of stock at the
company's current level of production and Galliford Try intends to develop this
land bank over a period that takes into account local market requirements. In
addition, the combined business of Chartdale and Stamford Homes will create a
sizeable housebuilding business in the Eastern Counties which the Board believes
will provide opportunities to source additional land for development in the area
over the medium to long term.
5. Consideration payable and funding of the Acquisition
Galliford Try believes that the use of debt combined with deferred payments to
finance the Acquisition will maximise returns to Shareholders.
The consideration of £67.0 million is payable in cash in three instalments as
follows:
£ million
At Completion 27.5
On 19 January 2007 7.5
On the second anniversary of Completion 32.0
67.0
The cash payment of £27.5 million at Completion will be financed from the
committed bank facilities of the Company. Galliford Try has arranged with its
existing lenders, HSBC Bank plc and Barclays Bank plc, to increase its
facilities by £40 million to meet the funding requirements of the Enlarged
Group.
The deferred payments will be financed from the cashflow of the Enlarged Group
and from the Company's committed bank facilities. The deferred payments will
carry bank guarantees in favour of the Sellers to a maximum of £32.0 million.
The Board is confident that the combination of the increased bank facilities and
the deferred payments will give the Enlarged Group the financial flexibility to
further develop its business.
At Completion Chartdale is expected to have cash balances of between £10-15
million, inclusive of the proceeds from the sale of certain Chartdale Group
assets to Geoff Dyson for £4.15 million described in paragraph 7 below. These
cash balances will be applied to the build out programme of Chartdale's land
bank.
Galliford Try intends to consolidate the net assets of Chartdale at fair value,
which the Board expects to approximate to the purchase consideration. The
Acquisition is not therefore expected to have a material effect on the net
assets of the Group.
On a pro-forma basis under UK GAAP at 31 December 2005 the gearing of the
Enlarged Group would have been below 80 per cent. (treating deferred
consideration as debt). If deferred consideration is not treated as debt, the
gearing of the Enlarged Group would have been below 40 per cent.
6. Benefits of the Acquisition
Galliford Try's strategy is to expand its successful housebuilding division
through organic growth in its
existing areas of operation, and through expansion into adjacent geographical
locations on terms that satisfy the Company's investment criteria.
Chartdale fits this strategy as it is a well established business with the
infrastructure in place to grow Galliford Try's business in Lincolnshire, giving
Galliford Try improved geographical spread directly to the north of its current
area of operation, and allowing Chartdale to be integrated into Galliford Try's
housebuilding division as a regional business of SHL. The Board believes the
wider geographic representation that the Acquisition will create for Galliford
Try's housebuilding business should raise the level of awareness of the enlarged
business amongst land owners and agents, generating additional opportunities for
house sales and future land purchases.
The Board believes the area in which Chartdale operates has profitable growth
opportunities. In the latest quarterly regional Halifax House Price Index for
the Yorkshire and the Humber area (which incorporates most of Lincolnshire), the
annual rate of house price inflation in the region stood at 8.4 per cent.,
compared to the UK average of 5.1 per cent., and the average house price in the
region stood at £131,064 compared to the UK average of £169,901.
The Acquisition will also create a more diversified and balanced land bank
within the Enlarged Group. Following the Acquisition, the Enlarged Group will
have a land bank of approximately 3,900 units, thereby contributing towards
Galliford Try's expansion plan to increase the number of units sold by its
housebuilding division to 1,250 per annum. As a result of the Acquisition the
Enlarged Group will have less exposure to the market for new apartments which
will represent less than 25 per cent. of units within the enlarged land bank.
An experienced team led by Ian Baker will oversee the integration of the
Chartdale business and Galliford Try expects to be able to realise synergies
from applying best practice from within the housebuilding division to the
operations of Chartdale.
The Board believes that the return on the investment to be made in Chartdale
will exceed the Company's weighted average cost of capital, assuming a measured
build out programme of Chartdale's land bank. The Board believes that this build
out programme can be realised at margins which approximate to the existing
margins being earned within the housebuilding division.
The Acquisition is also expected to enhance Galliford Try's earnings in the
first full financial year of acquisition, the year ending 30 June 2007*.
* The statement as to earnings enhancement does not constitute a profit forecast
and should not be interpreted to mean that the earnings of the Enlarged Group
will be higher in the year ending 30 June 2007 than for any prior year.
7. Principal terms of the Acquisition
Under the terms of the Share Purchase Agreement, SHL will purchase the entire
issued share capital of Chartdale.
The consideration for the Acquisition is £67.0 million, payable in three
instalments over a two year period as described in paragraph 5 above. The final
instalment of £32.0 million may be adjusted in certain limited circumstances.
At Completion certain Chartdale Group assets, comprising principally investment
properties, various minor landholdings, motor vehicles and plant, will be sold
to dormant subsidiaries of Chartdale, such subsidiaries to be acquired
immediately thereafter by Geoff Dyson, for the aggregate consideration of £4.15
million in cash. The book value of these assets at 31 October 2005 was £4.15
million and these assets produced approximately £200,000 of income classified as
'other operating income' in Chartdale's audited accounts for the year ended 31
October 2005.
Completion is conditional upon the approval of Galliford Try Shareholders. The
Share Purchase Agreement will terminate automatically if this approval is not
received on or before 30 April 2006. The Share Purchase Agreement may also be
terminated by SHL prior to Completion if, amongst other things, there is a
material breach of the Share Purchase Agreement.
Geoff Dyson has given certain warranties in favour of SHL which are usual for a
transaction of this nature, including warranties relating to title to assets,
accounts, trading and taxation.
Further information on the Acquisition will be included in the Circular to be
sent to Shareholders in connection with the Acquisition.
8. Current trading and prospects
Galliford Try
On 5 January 2006, Galliford Try issued a trading update for the six month
period to 31 December 2005, stating that the Company's order book in its
construction division stood at £1.1 billion, an increase of approximately £380
million above the corresponding figure at 31 December 2004, and that the
Company's housebuilding division had completed the sale of 484 units in the six
months to 31 December 2005, at an average selling price of £203,000 (six months
to 31 December 2004: 387 units at an average selling price of £228,000).
Galliford Try also reported that the Group had traded in line with the Board's
expectations in the six month period to 31 December 2005 and that the Board is
confident of a satisfactory outturn for the financial year ending 30 June 2006.
The Company's interim results for the half year to 31 December 2005 are expected
to be announced on 23 February 2006.
Chartdale
Since its year end of 31 October 2005, Chartdale has traded satisfactorily.
Enlarged Group
The Directors are confident of the financial and trading prospects of the
Enlarged Group due both to the encouraging state of the order book in the
construction division and of sales in hand in the housebuilding division, as
described in more detail in the trading update issued by the Company on 5
January 2006, and also due to the benefits that are expected to accrue as a
result of the Acquisition as described in paragraph 6 above.
9. Circular and Extraordinary General Meeting
A Circular will be posted to Shareholders shortly containing, inter alia,
information on the Acquisition and a notice convening an Extraordinary General
Meeting to be held at 9.00 am on 15 February 2006 when a resolution relating to
the approval of the Acquisition will be proposed.
10. Recommendation and voting intentions
The Directors, who have received financial advice from PricewaterhouseCoopers
LLP, consider the Acquisition to be in the best interests of the Shareholders as
a whole. In providing advice to the Directors, PricewaterhouseCoopers LLP has
placed reliance upon the Directors' commercial assessment of the Acquisition.
Accordingly, the Directors are unanimously recommending Shareholders to vote in
favour of the resolution to approve the Acquisition to be proposed at the
Extraordinary General Meeting, as they intend to do in respect of the 3,604,994
Shares in which they are beneficially interested, representing approximately
1.59 per cent. of the issued share capital of the Company.
Appendix: Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
''Acquisition'' the proposed acquisition of the entire issued share capital of
Chartdale by SHL
''Chartdale'' Chartdale Limited
'Circular' the circular to be sent to Shareholders convening the Extraordinary
General Meeting and containing information on the Acquisition
''Completion'' Completion of the Acquisition pursuant to the terms of the Share
Purchase Agreement
''Directors''or the directors of Galliford Try
''Board''
'Enlarged Group' the Group as enlarged by the acquisition of Chartdale
''Extraordinary the extraordinary general meeting of the Company convened for
General Meeting'' 9.00 am on 15 February 2006 (or any adjournment of it)
''Galliford Try''or Galliford Try plc
''Company''
''Galliford Try Group'' Galliford Try and its subsidiary undertakings
or ''Group''
'Sellers' Geoff Dyson and the Trustees
''Shareholders'' holders of Shares
''SHL'' or Stamford Homes Limited, a wholly owned subsidiary of Galliford Try,
''Stamford Homes'' which operates as a housebuilding business in the eastern
counties of England
''Share Purchase the agreement dated 18 January 2006 and entered into between
Agreement'' the Sellers, SHL and Galliford Try for the acquisition of
the entire issued share capital of Chartdale
'Shares' ordinary shares of 5p each in the capital of the Company
'Trust' the settlement established by Geoff Dyson as settlor
'Trustees' the trustees of the Trust at Completion
''UK GAAP'' UK Generally Accepted Accounting Practices
End of announcement
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