Acquisition
Galliford Try PLC
02 March 2006
Galliford Try plc
('Galliford Try' or 'the Company')
Proposed Acquisition of the Morrison
Construction Division and Proposed Placing and Open Offer
of 46,834,753 New Ordinary Shares at 107 pence per share
Summary
- Galliford Try has entered into a conditional agreement to acquire the
Morrison Construction Division for approximately £42.0 million in cash on a
debt-free basis from AWG plc ('AWG').
- The Morrison Construction Division comprises:
• Morrison Construction, a UK based construction business delivering
building and infrastructure projects in both the public and private sectors
with an annual turnover of approximately £330 million;
• the business of Morrison Project Investments Limited comprising 15
employees based in Edinburgh undertaking PFI investments; and
• two early stage PFI investments.
- Galliford Try also announces that it proposes to raise £50.1 million
by way of a Placing and Open Offer of 46,834,753 New Ordinary Shares at an offer
price of 107 pence.
- The Placing and Open Offer has been fully underwritten by KBC Peel
Hunt.
- Morrison Construction will form part of Galliford Try's enlarged
construction division. The two businesses have an excellent strategic fit - they
have complementary skills and market strengths but operate in different
geographical regions and for different clients.
- The Directors believe the Acquisition of the Morrison Construction
Division will create additional value for shareholders through:
• the creation of a UK construction business with the critical mass,
financial strength and depth of expertise to become a dominant force in the
market for larger, higher margin projects, and with significant penetration
in the public and water sectors;
• the realisation of operating cost savings from the enlarged construction
division of approximately £2 million per annum* in the year ending 30 June
2007;
• the creation of a number of revenue synergies through the sharing of
best practice and the recruitment and supply of operational personnel;
• the provision of additional opportunities for participating in PFI
projects through the acquisition of the successful Morrison PFI Business
based in Edinburgh; and
• enhanced earnings per share** in the medium term.
- The Acquisition is conditional on, inter alia, Shareholder approval
at an Extraordinary General Meeting.
Commenting on the Acquisition, Greg Fitzgerald, Chief Executive of Galliford
Try, said today:
'We are delighted to announce the acquisition of the Morrison Construction
business which we believe will create additional value for Shareholders by
bringing together two construction businesses with an excellent strategic fit.
The businesses have complementary skills and market strengths, particularly in
infrastructure projects and public sector projects, and their combination will
create a UK construction business of significant scale and market presence. This
is the second major acquisition we have announced this year and we are therefore
taking this opportunity to raise additional equity through the Placing and Open
Offer in order to provide a suitable capital structure for our enlarged
operations.'
This summary should be read in conjunction with the full text of the following
announcement.
The Appendix contains the definitions of certain terms used in this summary and
the full 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)
Simon Boadle +44 (0) 20 7583 5000
Gerry Young +44 (0) 20 7583 5000
Jonathan Raggett +44 (0) 20 7583 5000
KBC Peel Hunt (Broker and Underwriter)
Simon Hayes +44 (0) 20 7418 8900
Julian Blunt +44 (0) 20 7418 8900
Bell Pottinger Corporate & Financial (PR adviser)
David Rydell +44 (0) 20 7861 3232
Geoff Callow +44 (0) 20 7861 3232
A presentation for sell-side analysts will be held at 10.30am this morning at
the offices of Bell Pottinger Corporate & Financial, 6th Floor, Holborn Gate,
330 High Holborn, London WC1V 7QD. Please call Kate Ruck-Keane on 020 7861 3888
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 the Placing and Open Offer 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, the Placing and Open Offer, or any other matter referred to in this
announcement.
KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as corporate broker to Galliford Try plc in
relation to the Placing and is not acting for any other person and will not be
responsible to any other person for providing the protections afforded to
customers of KBC Peel Hunt nor for advising them on the contents of this
announcement or any other matter in relation to the Placing and Open Offer.
* The expected operational cost savings have been calculated on the basis of the
existing cost and operating structures of the Galliford Try Group and the
Morrison Construction Division. These statements of estimated cost savings and
one-off costs for achieving them relate to future actions and circumstances
which, by their nature, involve risks, uncertainties and other factors. Because
of this, the cost savings referred to may not be achieved, or those achieved
could be materially different from those estimated. This statement is not
intended to be a profit forecast and should not be interpreted to mean that the
earnings per share in the year ending 30 June 2007 or in any subsequent
financial period, would necessarily match or be greater than those for the
relevant preceding financial period.
** The statement that the Acquisition is expected to be earnings enhancing for
Galliford Try in the medium term relates to future actions and circumstances,
which, by their nature, involve risks, uncertainties and other factors. These
statements do not constitute a profit forecast and should not be interpreted to
mean that earnings for any future financial period would necessarily match or be
greater than those for any preceding financial period. Earnings in this context
represent net after tax earnings on an IFRS basis, excluding the amortisation of
intangible assets and any exceptional items.
2 March 2006
Galliford Try plc ('Galliford Try' or 'the Company')
Proposed Acquisition of the Morrison Construction Division and
Proposed Placing and Open Offer of 46,834,753 New Ordinary Shares at 107 pence
per share
1. Introduction
Galliford Try has today entered into a conditional agreement to acquire the
Morrison Construction Division from AWG for a cash consideration of £42.0
million on a debt-free basis, subject, inter alia, to Shareholder approval. The
Morrison Construction Division comprises Morrison Construction, a UK based
construction business delivering building and infrastructure projects in both
the public and private sectors, the Morrison PFI Business, and two early stage
PFI investments: the Defence Housing Executive (DHE) Portsmouth project and the
Highland Schools project, together comprising the Morrison PFI Investments.
It was also announced that in order, inter alia, to finance the Acquisition the
Company proposes to raise £50.1 million by way of: (i) an Open Offer of
9,451,576 New Ordinary Shares (representing 3.5 per cent. of the Enlarged Share
Capital) to raise £10.1 million; and (ii) a placing of 37,383,177 New Ordinary
Shares (representing 13.7 per cent. of the Enlarged Share Capital) to raise
£40.0 million.
Qualifying Shareholders can apply for Open Offer Shares on the basis of 1 Open
Offer Share(s) for every 24 Existing Ordinary Shares held. The Placing Shares
and the Open Offer Shares have been placed conditionally by KBC Peel Hunt with
institutional and other investors, the Open Offer Shares being subject to recall
to satisfy valid applications by Qualifying Shareholders under the Open Offer.
The Placing and Open Offer have been underwritten fully by KBC Peel Hunt.
The Morrison Construction Division will form part of Galliford Try's enlarged
construction division. The Board believes the Acquisition will create additional
value for Shareholders by bringing together two construction businesses with an
excellent strategic fit. The two businesses have complementary skills and market
strengths, particularly in infrastructure projects and public sector projects,
and their combination will create a UK construction business of significant
scale and market presence.
Due to the size of the Acquisition, it is conditional upon the approval of
Shareholders at an Extraordinary General Meeting. Shareholder approval is also
being sought to implement the Placing and Open Offer. Full details of the
Acquisition and the Placing and Open Offer will be set out in the Prospectus to
be published and sent to Shareholders shortly.
2. Information on the Morrison Construction Division
Galliford Try is acquiring Morrison Construction Services Limited and Morrison
Highway Maintenance Limited (together with certain of their subsidiaries,
Morrison Construction) plus the business of Morrison Project Investments Limited
(the holding company for AWG's investments in PFI projects) and two of its early
stage PFI investments (respectively the Morrison PFI Business and the Morrison
PFI Investments). The aggregate purchase consideration of £42.0 million on a
debt-free basis comprises £38.0 million for Morrison Construction, £0.5 million
for the Morrison PFI Business and approximately £3.5 million for the Morrison
PFI Investments. The Morrison Construction Division forms part of the larger
Morrison division of AWG. Morrison was purchased by AWG in September 2000.
Morrison Construction
Founded in 1948, Morrison Construction is one of the UK's leading building and
infrastructure contractors.
Morrison Construction has approximately 1,500 employees based in eight principal
offices throughout the UK and provides services in the areas of building and
infrastructure (including highways maintenance), to both public and private
sector clients.
Morrison Construction operates through three business streams: Building,
Infrastructure and Water Frameworks. Building operates through six regional
operating units throughout the UK supporting framework contracts in the prison
service and health sector, and in connection with PFI projects. Water Frameworks
deliver capital projects in the water industry. Infrastructure is principally
focused in the Highways sector (capital works and maintenance), renewable energy
and flood alleviations.
Key clients of Morrison Construction include British Waterways, the Highways
Agency, HM Prison Service, the Department of Environment, health and education
authorities, the Scottish Executive, Thames Water, Welsh Water, Yorkshire Water
and National Grid.
Summary financial information relating to Morrison Construction for the three
years ended 31 March 2005 is set out in the table below:
Year ended Year ended Year ended
31 March 31 March 31 March
2003 2004 2005
£'000 £'000 £'000
UK GAAP UK GAAP UK GAAP
Turnover on
continuing
operations
(including
associates and
joint
ventures) 393,053 341,617 332,633
Profit/(loss)
on ordinary
operations
before
interest, tax
and
exceptional
items
(continuing
operations) 2,290 (12,276) 1,257
Operating
profit margin 0.6% (3.6%) 0.4%
Gross assets 148,208 149,127 125,639
Following a strategic review of the business in 2004, Morrison Construction has
progressively changed shape and has been refocused on lower risk construction
opportunities including framework agreements and work procured through long-term
relationships with key clients and has moved away from higher risk large scale
projects, including shopping centres and residential development work performed
for AWG Property Developments Limited which resulted in a significant loss in
the year ending 31 March 2004.
Consequently, Morrison Construction has experienced a decrease in turnover over
the period with the business moving back into profitability in the year ending
31 March 2005.
Further financial information relating to Morrison Construction will be set out
in the Prospectus to be published and sent to Shareholders shortly.
The Morrison PFI Business
Morrison Projects Investments Limited ('MPIL') was established in 1994 to secure
work for Morrison Construction on PFI projects. MPIL is based in Edinburgh and
has 15 employees. It focuses on bidding for PFI projects in the education,
accommodation, infrastructure and healthcare sectors.
Following success in bidding for a project, MPIL typically holds up to a 50 per
cent. equity interest in the special purpose vehicle established for the project
and generally realises value through disposing of its investment following the
completion of the construction phase of the project.
MPIL has demonstrated a high bid conversion ratio (39 per cent.) since Morrison
plc started bidding for PFI projects and MPIL has generated a return of over
four times its aggregate initial investment on investment disposals. Recent
divestments by MPIL include stakes in the Tay Wastewater, A69, New Edinburgh
Royal Infirmary and Defence Housing Executive (DHE) Bristol projects.
Galliford Try is purchasing the Morrison PFI Business from MPIL for a
consideration of £0.5 million. The Morrison PFI Business comprises principally
the 15 MPIL employees and the lease on the Edinburgh offices occupied by MPIL.
The Morrison PFI Investments
Galliford Try is purchasing two early-stage PFI investments from MPIL for a
consideration of approximately £3.5 million:
The DHE Portsmouth project will provide married quarters for officers and other
ranks of the Ministry of Defence near HM Naval Base in Portsmouth. The project
reached financial close on 28 October 2005 and currently construction work is
underway to provide 148 units of serviced accommodation. The investment in this
project is a 50 per cent. equity interest in the special purpose vehicle set up
for the project.
The Highland Schools project incorporates the design, construction and financing
of eleven schools for the Highland Council. The buildings, which consist of four
new secondary schools, six new primary schools and one new special school, will
also be fully serviced for 30 years. The project is at the final stages of
preferred bidder negotiations and the investment proposed to be made at
financial close will represent a 50 per cent. equity interest in the special
purpose vehicle set up for the project.
3. Background to and reasons for the Acquisition
Galliford Try operates through two divisions: construction and housebuilding.
The Morrison Construction Division will form part of Galliford Try's enlarged
construction division.
Galliford Try's construction division has a track record of profitable growth
since the division was restructured in 2003. Growth in the construction division
over the past three years has been combined with improving operating profit
margins. As announced in Galliford Try's unaudited interim results for the six
months ended 31 December 2005, the construction division reported an operating
profit margin of 2.0 per cent in that period. In December 2005 the Company
reached financial close on the £192 million contract for the UK's largest
education PFI scheme for Northamptonshire County Council, contributing to a
record construction order book of £1.1 billion as at 31 December 2005 (source:
unaudited management accounts).
Galliford Try's strategy for its construction division is to focus on specific
key areas of expertise, particularly in infrastructure (water and rail), public
sector projects (affordable housing, health and education), commercial building
and telecommunications, and to invest in PFI projects with the objective of
securing negotiated work for the construction division. The strategy is to grow
the division organically, at a rate that does not compromise margin, and by
selective acquisition.
Morrison Construction has been a strategic acquisition target for Galliford Try
for nearly two years. The Company identified the business as having a uniquely
complementary fit with Galliford Try's construction division. The business
operates principally in the same markets - infrastructure and public projects -
but in different geographical regions and for different clients. Both Galliford
Try's construction division and Morrison Construction secure a considerable
proportion of their turnover from public and regulated markets and have forged
long-term relationships with water utilities clients for which work is performed
under lower-risk framework agreements.
Galliford Try believes that the Acquisition will create a UK construction
business with the critical mass, financial strength and depth of expertise to
become a dominant force in the market for larger, higher margin projects for
which the technical and financial barriers to entry preclude smaller
competitors. Galliford Try's construction operations had a turnover, including
joint ventures' turnover, of £538 million for the year ended 30 June 2005 and as
set out in the unaudited interim results for the six months ended 31 December
2005 had an order book of £1.1 billion at 31 December 2005. Morrison
Construction had a turnover of £333 million for the year ended 31 March 2005 and
had an order book of £1.2 billion at 31 December 2005 (source: unaudited
management accounts).
In addition to the expected benefits of the Acquisition referred to above, there
is the potential to generate significant synergy benefits.
Galliford Try believes it can achieve an annual running rate of operating cost
savings* in the enlarged construction division of approximately £2.0 million for
the year ending 30 June 2007, which will broadly equal the one-off costs of
delivering those savings. Cost savings are expected to arise from the
restructuring of regional offices, from improved supply chain management and
from savings in support functions, insurances, information technology, property
and other costs.
Galliford Try also believes that the Acquisition will create a number of
cross-selling opportunities within the enlarged construction division and
generate revenue synergies through the sharing of best practice and client
contacts and the recruitment and supply of operational personnel.
Following the Acquisition, the construction division's operations will be split
into building and infrastructure: (i) building will focus on public sector
projects and PFI projects and will be run by Andy Sturgess; (ii) infrastructure
will focus on civil engineering projects in the water, rail and road markets and
will be run by Ken Gillespie. Ken Gillespie is currently Managing Director of
Morrison Construction and has agreed to join the Galliford Try Board on
Completion.
The new structure for Galliford Try's enlarged construction division will
facilitate the integration of Morrison Construction and produce flexible, market
facing businesses which specialise in key markets.
The Morrison PFI Business will form part of Galliford Try's PPP Investments.
Frank Nelson will head this business unit.
* The expected operational cost savings have been calculated on the basis of the
existing cost and operating structures of the Galliford Try Group and the
Morrison Construction Division. These statements of estimated cost savings and
one-off costs for achieving them relate to future actions and circumstances
which, by their nature, involve risks, uncertainties and other factors. Because
of this, the cost savings referred to may not be achieved, or those achieved
could be materially different from those estimated. This statement is not
intended to be a profit forecast and should not be interpreted to mean that the
earnings per share in the year ending 30 June 2007 or in any subsequent
financial period, would necessarily match or be greater than those for the
relevant preceding financial period.
4. Principal terms of the Acquisition
Sale and Purchase Agreement
Under the terms of the Sale and Purchase Agreement, Galliford Try Construction
Limited will purchase in cash the entire issued share capital of Morrison
Construction Services Limited and Morrison Highway Maintenance Limited (together
Morrison Construction) from AWG Group Limited ('AGL').
The purchase price payable under the Sale and Purchase Agreement for Morrison
Construction will be:
(i) £38.0 million; and
(ii) a balancing payment reflecting any surplus of net current
assets at Completion above the average annual working capital balances of the
Morrison Construction business ('Surplus Cash Adjustment')
Galliford Try and AGL expect that the Surplus Cash Adjustment will be no greater
than £15 million.
Of the consideration payable, £33.5 million plus the Surplus Cash Adjustment
will be payable in cash at Completion and £4.5 million will be deferred. Of the
deferred consideration, £2.5 million will become payable upon the recovery of
certain work-in-progress balances due to Morrison Construction and £2.0 million
will become payable upon financial close of the Highland Schools PFI project.
Under the terms of the Sale and Purchase Agreement, Galliford Try Investments
has agreed to purchase the Morrison PFI Business and the Morrison PFI
Investments from MPIL.
The consideration payable for the Morrison PFI Business is £0.5 million. The
transfer of the Morrison PFI Business is to be effected by a business transfer
of certain assets and liabilities of MPIL, comprising principally the transfer
of employees and the lease on the Edinburgh offices currently occupied by MPIL.
The consideration payable for the Morrison PFI Investments is approximately £3.5
million, comprising £0.75 million for the DHE Portsmouth project and
approximately £2.75 million for the Highland Schools project. The transfer of
Morrison PFI Investments will be effected by the transfer to Galliford Try PPP
Investments of the equity stakes held by MPIL in the special purpose PFI
vehicles set up in respect of the DHE Portsmouth project and the Highland
Schools project. Such sale is subject to and conditional upon: (i) in respect of
Highland Schools, financial close, expected shortly; and (ii) the relevant
pre-emption rights not being exercised or substitution rights being obtained;
and (iii) the change of control consents under the relevant financing and
project agreements being obtained.
Completion of the Sale and Purchase Agreement is conditional upon the approval
of Shareholders at the EGM, clearance by the Pensions Regulator of the pension
arrangements described in paragraph 9 below, the Placing Agreement becoming
unconditional and Admission. The Sale and Purchase Agreement will automatically
terminate if these conditions are not fulfilled on or before 30 April 2006.
AGL has given certain warranties in favour of Galliford Try Construction that
are usual for a transaction of this nature, including warranties relating to
title to assets, accounts, trading and taxation. An indemnity against certain
contractual liabilities incurred by Morrison Construction prior to Completion
and an indemnity against historic pension liabilities have also been granted by
AGL in favour of Galliford Try Construction.
Other agreements
Galliford Try, AGL and MPIL have also entered into other agreements under which
Galliford Try has agreed to manage and dispose of certain PFI investments to be
retained by MPIL and under which AGL has agreed to provide transitional services
to Galliford Try in respect of, inter alia, IT and plant and vehicle hire.
Further details of the Sale and Purchase Agreement and the other ancillary
agreements entered into in connection with the Acquisition will be set out in
the Prospectus to be published and sent to Shareholders shortly.
5. Reasons for the Placing and Open Offer
On 15 February 2006, Galliford Try completed the purchase of Chartdale, a
regional housebuilder operating throughout Lincolnshire, for £67 million in
cash, payable over a two year period. The Company increased its bank facilities
by £40 million to meet the funding requirement of the Chartdale acquisition and
of the Group's enlarged business. As the Company is now making another
significant acquisition it is taking the opportunity to raise additional equity
to provide a suitable capital structure for its enlarged operations.
The Placing and Open Offer are expected to raise approximately £50.1 million.
The net proceeds of £47.3 million are being applied to:
• provide additional equity funding to the Group following the acquisition
of Chartdale;
• fund the acquisition of the Morrison Construction Division; and
• provide additional working capital for the Enlarged Group.
Galliford Try believes that interest payable by the Galliford Try Group will
continue to be no less than five times covered by operating profit (on an IFRS
basis) after taking into account the effect of the acquisitions and the
associated debt and equity fundraisings.
6. Information on the Placing and Open Offer
The Company is proposing to raise approximately £47.3 million net of expenses by
way of a pre-emptive offering, the Open Offer, and a non pre-emptive placing. In
order to facilitate the introduction of new institutional investors capable of
supporting the long-term development of the Company as shareholders in Galliford
Try, the size of the placing has been set at 37,383,177 New Ordinary Shares,
representing 16.5 per cent. of the Company's existing issued share capital.
Under the terms of the Placing Agreement, KBC Peel Hunt has conditionally placed
the Placing Shares and the Open Offer Shares at the Offer Price of 107 pence per
share (representing a discount of 1.8 per cent. to the Company's share price of
109p on 1 March 2006, the day before the announcement of the Acquisition). The
Open Offer Shares are subject to clawback to satisfy valid applications from
Qualifying Shareholders under the Open Offer. The Placing and the Open Offer
have been fully underwritten by KBC Peel Hunt.
The Open Offer Shares
The Open Offer Shares represent approximately 20 per cent. of the New Ordinary
Shares. The Open Offer Shares have been conditionally placed by KBC Peel Hunt
with institutional and other investors subject to clawback to satisfy valid
applications from Qualifying Shareholders under the Open Offer.
Qualifying Shareholders are being given the opportunity to subscribe under the
Open Offer for Open Offer Shares at the Offer Price payable in full on
application and free of expenses, pro rata to their existing shareholdings, on
the following basis:
1 Open Offer Share for every 24 Existing Ordinary Shares
held by them and registered in their names on the Record Date and so in
proportion to any other number of Existing Ordinary Shares then held, rounded
down to the nearest whole number of Open Offer Shares.
Qualifying Shareholders may apply for any whole number of Open Offer Shares.
Excess applications will be satisfied only to the extent that corresponding
applications by other Qualifying Shareholders are not made or are made for less
than their pro rata entitlements. If there is an oversubscription resulting from
excess applications, allocations in respect of such excess applications will be
scaled back and made pro rata to the number of excess Open Offer Shares applied
for.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and that Open Offer Shares not applied for under the Open Offer will not be sold
in the market for the benefit of Qualifying Shareholders who do not apply under
the Open Offer. Open Offer Entitlements are not transferable unless to satisfy a
bona fide market claim and the Application Forms, not being documents of title,
cannot be traded.
Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, are contained
in the Prospectus to be published and sent to Shareholders shortly.
The Placing Shares
The Placing Shares, which represent approximately 80 per cent. of the New
Ordinary Shares, have been placed firm by KBC Peel Hunt at the Offer Price with
institutional and other investors, conditional, inter alia, upon Admission. The
Placing Shares will not be subject to clawback from Qualifying Shareholders.
General
The Placing Shares and the Open Offer Shares will, when issued and fully paid,
rank pari passu in all respects with the Existing Ordinary Shares, save that the
Placing Shares and the Open Offer Shares will not be eligible for the interim
dividend of 0.7p per Ordinary Share declared on 23 February 2006 in respect of
the six month period ended 31 December 2005 payable to Shareholders on the
register at 17 March 2006.
Applications will be made to the Financial Services Authority for the New
Ordinary Shares to be admitted to the Official List and to the London Stock
Exchange for the New Ordinary Shares to be admitted to trading on the London
Stock Exchange's main market for listed securities.
The Open Offer will not be made to certain Overseas Shareholders.
The Placing and Open Offer are conditional, inter alia, upon the following:
(i) the passing of the Resolutions;
(ii) the Sale and Purchase Agreement becoming unconditional in all
respects (other than any condition relating to the Placing Agreement becoming
unconditional) and having completed save for the transfer of the consideration;
(iii) Admission becoming effective on or before 8.00 a.m. on 31 March
2006 (or such later date and/or time as the Company and KBC Peel Hunt may agree,
being no later than 3.00 p.m. on 30 April 2006; and
(iv) the Placing Agreement having become unconditional in all other
respects and not having been terminated in accordance with its terms prior to
Admission.
Application will be made for the Open Offer Entitlements of Qualifying CREST
Shareholders to be admitted to CREST. The Open Offer Entitlements will also be
enabled for settlement in CREST. Applications through the CREST system will only
be made in respect of the Qualifying CREST Shareholder originally entitled or by
a person entitled by virtue of bona fide market claims.
If the conditions of the Placing Agreement are not fulfilled or (where capable
of waiver) waived on or before 8.00 a.m. on 31 March 2006 (or such later time
and date as the Company and KBC Peel Hunt may agree being not later than 3.00
p.m. on 30 April 2006), the Placing and Open Offer will not become unconditional
and application monies will be returned to applicants, without interest, as soon
as practicable thereafter.
7. Current trading and prospects
Investors were provided with an update on current trading in the Company's
interim results statement that was released on the London Stock Exchange's
Regulatory News Service on 23 February 2006. The Directors confirm that the
trading of the Group, as enlarged by the acquisition of Chartdale which
completed on 15 February 2006, continues to be in line with the Board's
expectations for the year to 30 June 2006.
Since April 2005, Morrison Construction has traded satisfactorily, continuing to
reposition its business in lower risk, long-term framework contracts for key
clients. The absence of a substantial loss in one major project incurred in the
year ended 31 March 2005, combined with the continuing improving trend in
underlying trading, will have a beneficial impact on the operating profit margin
of the business in the current year.
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 Galliford
Try's construction division and of sales in hand in the housebuilding division,
as described in the Company's interim results statement, and also due to the
benefits that are expected to accrue as a result of the Acquisition as described
in paragraphs 3 and 8 of this announcement.
8. Financial effects of the Acquisition
Galliford Try is purchasing Morrison Construction for £38.0 million on a
debt-free basis which represents a multiple of 0.11 times historic turnover of
£332.6 million for the business for the year ending 31 March 2005.
The Board believes this represents a reasonable purchase price for Morrison
Construction given the medium term potential to improve the level of operating
profit margin currently being earned in the business.
The Morrison PFI Business and the Morrison PFI Investments are being purchased
for £0.5 million and approximately £3.5 million respectively. The Board believes
that the track record and experience of the Morrison PFI Business employees will
deliver a pipeline of profitable PFI projects, particularly in Scotland. The
Board intends to realise value in excess of the purchase price from the Morrison
PFI Investments once the construction phase on these projects has been
completed.
The Board expects the Acquisition to enhance Galliford Try's earnings per share*
in the medium-term.
* The statement that the Acquisition is expected to be earnings enhancing for
Galliford Try in the medium-term relates to future actions and circumstances,
which, by their nature, involve risks, uncertainties and other factors. These
statements do not constitute a profit forecast and should not be interpreted to
mean that earnings for any future financial period would necessarily match or be
greater than those for any preceding financial period. Earnings in this context
represent net after tax earnings on an IFRS basis, excluding the amortisation of
intangible assets and any exceptional items.
9. Pensions
Morrison Construction Services Limited is the principal employer of the Morrison
Pension and Life Assurance Plan, a defined benefit pension scheme (the 'Morrison
Scheme'). Under the terms of the Sale and Purchase Agreement, AGL has agreed to
replace Morrison Construction Services Limited as the principal employer of the
Morrison Scheme and to indemnify Galliford Try against any liability in respect
of the Morrison Scheme prior to Completion. Therefore, liability for funding
pension entitlements accrued prior to Completion by current and past employees
of the Morrison Construction Division will remain with AGL.
As the principal employer to the Morrison Scheme is being replaced, these
arrangements are subject to clearance by the Pensions Regulator. An application
has been made seeking clearance for these arrangements by AGL, Morrison
Construction and their directors. Clearance from the Pensions Regulator is
expected to be received prior to the EGM.
Following Completion, the active members of the Morrison Scheme employed in the
Morrison Construction Division will become eligible to participate in the
defined contribution pension arrangements operated by Galliford Try.
10. Dividend policy
The Directors intend that the Group will continue to adopt a progressive
dividend policy and the Directors anticipate that dividends will grow in line
with earnings per share. However, as any dividends will be dependent upon the
performance of the underlying businesses of the Enlarged Group, this should not
be construed as either a dividend forecast or as a guarantee that any dividends
will be paid in the future.
11. Recommendation
The Board, which has been provided with financial advice in connection with the
Acquisition and the Placing and Open Offer by PricewaterhouseCoopers LLP,
considers that the Acquisition and the Placing and Open Offer are in the best
interests of the Company and its Shareholders as a whole. In advising the Board,
PricewaterhouseCoopers LLP has placed reliance on the Board's commercial
assessment of the Acquisition.
Accordingly, the Directors unanimously recommend you to vote in favour of the
Resolutions to be proposed at the Extraordinary General Meeting, as they intend
to do in respect of the 5,198,584 Shares in which they are beneficially
interested, representing approximately 2.3 per cent. of the issued share capital
of the Company. Greg Fitzgerald, Chief Executive, intends to subscribe for his
full entitlement to 74,680 New Ordinary Shares under the terms of the Open Offer
representing an investment of approximately £80,000.
General
This announcement has been issued by and is the sole responsibility of Galliford
Try plc and has been approved solely for the purposes of section 21 of the
Financial Services and Markets Act 2000 by PricewaterhouseCoopers LLP.
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 the Placing and Open Offer 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, the Placing and Open Offer, or any other matter referred to in this
announcement.
KBC Peel Hunt Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as corporate broker to Galliford Try plc in
relation to the Placing and is not acting for any other person and will not be
responsible to any other person for providing the protections afforded to
customers of KBC Peel Hunt nor for advising them on the contents of this
announcement or any other matter in relation to the Placing and Open Offer.
This announcement does not constitute or form part of an offer, or any
solicitation of an offer to subscribe or buy, any of the New Ordinary Shares to
be issued in relation to the Placing and Open Offer. Any purchase of or
application for shares under or in connection with the Placing and Open Offer
should only be made on the basis of information contained in the Prospectus to
be published in connection with the Acquisition, the Placing and Open Offer and
any supplement thereto.
The Prospectus containing details of, inter alia, the Acquisition, the Placing
and Open Offer and a notice of an Extraordinary General Meeting of the Company,
to be held at the offices of CMS Cameron McKenna LLP, Mitre House, 160
Aldersgate Street, London EC1A 4DD, is expected to be posted to Qualifying
Shareholders shortly, together with the application forms and separate form of
proxy for use at the Extraordinary General Meeting. Copies of the Prospectus
will also be available to the public, free of charge, from the offices of CMS
Cameron McKenna LLP and the registered office of the Company up until Admission.
The distribution of this announcement in certain jurisdictions may be restricted
by law and therefore persons into whose possession this announcement comes
should inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.
The information contained herein is not for publication or distribution in or
into the United States of America, Canada, Australia or Japan. These materials
are not an offer of securities for sale in the United States of America, Canada,
Australia or Japan. The securities referred to herein have not been and will not
be registered under the U.S. Securities Act of 1933 (the 'Securities Act'), as
amended, and may not be offered or sold in the United States absent registration
under the Securities Act or an available exemption from registration. No public
offering of the securities referred to herein will be made in the United States.
Certain statements in this announcement are forward looking statements. By their
nature, forward looking statements involve a number of risks, uncertainties and
assumptions because they relate to events and/or depend on circumstances that
may or may not occur in the future and could cause actual results to differ
materially from those expressed in, or implied by, the forward looking
statements. These include, among other factors: the Group's ability to obtain
capital/additional finance; a reduction in demand by customers; the limitations
of the Group's internal financial controls; an increase in competition; an
unexpected decline in turnover; legislative, fiscal and regulatory developments
including, but not limited to, changes in environmental and safety regulations;
currency and interest rate fluctuations and the introduction of IFRS. These and
other factors could adversely affect the outcome and financial effects of the
plans and events described herein. Forward looking statements contained in this
announcement based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Subject to any requirement under the Listing Rules of the UK Listing Authority,
neither the Company nor PricewaterhouseCoopers LLP nor KBC Peel Hunt undertakes
any obligation to update or revise any forward looking statements, whether as a
result of new information, future events or otherwise. You should not place
undue reliance on forward looking statements, which speak only as of the date of
this announcement.
Appendix: Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
''Acquisition'' the proposed acquisition of the Morrison Construction
Division
''Admission'' admission of the New Ordinary Shares to (i) the Official List;
and (ii)
trading on the London Stock Exchange's main market for listed
securities becoming effective in accordance with,
respectively, the Listing Rules and the Admission and
Disclosure Standards
''AGL'' AWG Group Limited, a wholly owned subsidiary of AWG
''Application the application forms to be despatched with the Prospectus
Forms'' through which Qualifying Shareholders may apply for Open Offer
Shares
''AWG'' AWG plc
''Chartdale'' Chartdale Limited
''Completion'' the completion of the Acquisition pursuant to the terms of the
Sale and Purchase Agreement
''CREST'' the relevant system (as defined in the CREST Regulations) in
respect of which CRESTCo is the operator (as defined in the
CREST
Regulations)
''CRESTCo'' CRESTCo Limited
''CREST the Uncertificated Securities Regulations 2001 (SI 2001 No.
Regulations'' 3755), as
amended from time to time
''DHE'' Defence Housing Executive
'Enlarged the Group as enlarged by the Acquisition
Group'
''Enlarged Share the issued ordinary share capital of the Company,
Capital'' immediately
following Admission
''Excluded United States, Canada, Japan and Australia
Territories''
''Existing the Ordinary Shares in issue at the date of this
Ordinary announcement
Shares''
''Extraordinary the extraordinary general meeting to be convened by the
General Company to approve the Acquisition and the Placing and Open
Offer, notice of which will be set out in the Prospectus
Meeting'' or
''EGM''
''FRS'' Financial Reporting Standard
''FSMA'' Financial Services and Markets Act 2000 (as amended)
'financial in relation to a PFI project, the date on which the principal
close' agreements are signed, equity is subscribed in the PFI project
special purpose vehicle and the construction phase of the
project commences
''Galliford Try'' Galliford Try plc
or ''Company''
''Galliford Try Galliford Try Construction Limited, a wholly owned subsidiary
Construction'' of Galliford Try
'Galliford Try Galliford Try and its subsidiaries
Group' or
'Group'
''IFRS'' International Financial Reporting Standards maintained by
the
International Accounting Standards Board and which are in
force from
time to time, as adopted by the European Union
''KBC Peel KBC Peel Hunt Ltd of 111 Old Broad Street, London EC2N 1PH
Hunt''
''London Stock London Stock Exchange plc
Exchange''
''Morrison together Morrison Construction Services Limited, Morrison
Construction'' Highway
Maintenance Limited and certain of their subsidiaries
''Morrison together Morrison Construction, the Morrison PFI Business and
Construction the
Division''
Morrison PFI Investments
''Morrison PFI the business of Morrison Project Investments Limited to be
Business'' transferred to Galliford Try pursuant to the Sale and Purchase
Agreement
''Morrison PFI the interests of MPIL in the special purpose vehicles set up
Investments'' in relation to the DHE Portsmouth PFI project and the Highland
Schools PFI project, comprising the 200,000 A ordinary shares
of £1 each in the share capital of Tricomm Defence Housing
(Portsmouth) Holdings Limited and the obligation to subscribe
for £1.7 million of loan notes to be issued by Tricomm Defence
Housing (Portsmouth) Holdings Limited and 50 percent of the
ordinary shares of Alpha Schools (Highlands) Holdings Limited
to be issued at financial close, together with the obligation
to subscribe for 50 per cent of the total loan note
subscription amount of Alpha Schools (Highlands) Holdings
Limiited to be committed to at financial close.
''MPIL'' Morrison Projects Investments Limited, a wholly owned
subsidiary of AWG
''New Ordinary the Placing Shares and the Open Offer Shares
Shares''
''Offer Price'' 107 pence per New Ordinary Share
''Open Offer'' the conditional offer inviting Qualifying Shareholders to
subscribe for
the Open Offer Shares at the Offer Price, on the terms and
subject to the conditions which will be set out in the
Prospectus and the Application Forms
'Open Offer the pro rata entitlements to subscribe for Open Offer Shares
Entitlements' allocated
to Qualifying Shareholders pursuant to the Open Offer
''Open Offer 9,451,576 New Ordinary Shares which are being made available
Shares'' to Qualifying Shareholders under the Open Offer, less, where
the context requires, 75,525 New Ordinary Shares, representing
the entitlements of certain directors of the Company under the
Open Offer which are not being taken up and have been placed
firm by KBC Peel Hunt
''Overseas Qualifying Shareholders with registered addresses in, or who
Shareholders'' are
citizens, residents or nationals of, jurisdictions outside the
United
Kingdom
'the Pensions the Pensions Regulator, the regulator of work-based pension
Regulator' schemes in the UK created under the Pensions Act 2004
''PFI'' Private Finance Initiative
''Placing'' the conditional placing by KBC Peel Hunt on behalf of the
Company pursuant to the terms and conditions of the Placing
Agreement, of (i) the Placing Shares and (ii) the Open Offer
Shares, subject to clawback to satisfy valid applications made
by Qualifying Shareholders under the Open Offer
''Placing the conditional agreement entered into on the date hereof
Agreement'' between the Company (1) KBC Peel Hunt (2) and
PricewaterhouseCoopers LLP (3) relating to the Placing and
Open Offer and Admission, details of which will be set out in
the Prospectus
''Placing 37,383,177 New Ordinary Shares which have been conditionally
Shares'' placed firm by KBC Peel Hunt on behalf of the Company pursuant
to the Placing Agreement
''Prospectus'' the Prospectus, prepared in accordance with the Prospectus
Rules and the Listing Rules of the UKLA and containing details
of, inter alia, the Acquisition, the Placing and Open Offer
and a notice of an Extraordinary General Meeting of the
Company
''Qualifying Shareholders on the register of members of the Company at the
Shareholders'' Record Date except for Overseas Shareholders with registered
addresses in an Excluded Territory
''Record Date'' the close of business on 1 March 2006 being the latest time by
which transfers of Existing Ordinary Shares must be received
for registration by the Company in order to allow transferees
to be recognised as Qualifying Shareholders
''Resolutions'' the resolutions to be set out in the notice of EGM contained
in the Prospectus
''Sale and the agreement dated 2 March 2006 and entered into between,
Purchase inter alia, AGL, MPIL, Galliford Try Construction and
Agreement'' Galliford Try for the acquisition of Morrison Construction,
the Morrison PFI Business and the Morrison PFI Investments, a
summary of the principal terms of which will be contained in
the Prospectus
''Shareholders' holders of Ordinary Shares
'Surplus Cash a balancing payment payable by Galliford Try Construction
Adjustment' under the terms of the Sale and Purchase Agreement reflecting
any surplus of net current assets at Completion above the
average annual working capital balances of the Morrison
Construction business
''UK GAAP'' the Generally Accepted Accounting Principles in the UK which are
in
force from time to time
This information is provided by RNS
The company news service from the London Stock Exchange