Acquisition, etc

McINERNEY HOLDINGS PLC 19 August 1999 McINERNEY HOLDINGS PLC ACQUISITION OF WILLIAM HARGREAVES HOLDINGS LIMITED McInerney Holdings plc ('McInerney' or 'the Group') is pleased to announce that it has entered into an agreement to acquire William Hargreaves Holdings Limited and its subsidiary companies ('the WHL Group' 'the Company') with effect from August 1999. Based in Bolton, the WHL Group is a long established Lancashire company whose principal activities are house-building, commercial property development and general contracting. WHL Group's house-building, commercial property development and general contracting activities represent a good fit with those of McInerney. Subsequent to the completion of the acquisition, McInerney intends to primarily develop the house-building activities and re-establish the Company as a significant regional house-builder. McInerney now believe the time is right to enter the UK Construction market in a measured way. WHL represents a low capital cost means to achieve this goal with turnaround potential. For some time the WHL Group has been seeking a strategic partner to enable it to develop and grow to an appropriate critical mass. Prior to entering into acquisition arrangements McInerney has worked alongside the management of the WHL Group to review its balance sheet, resulting in the adjustments detailed below, strengthen its banking and financial arrangements and streamline its financial controls. The WHL Group reported a loss of Stg£1,706,956 (E2,599,293) before an exceptional share premium write off for the year ended 31 December 1998. This loss was primarily due to a prudent appraisal of the value of lands held and work in progress levels which resulted in a write down of these balances by Stg£696,676 (E1,060,874). In addition Stg£551,944(E840,481) in non-recurring costs were also incurred in 1998. The WHL Group had a net deficit of Stg£601,458 (E915,879) at the 31st December 1998 and net debt of Stg£5,750,983 (E8,757,397). The WHL Group has recently secured two significant construction contracts in the Bolton area. It has a current order book of Stg£15.98m (E24.33m) and has a strong level of enquiries for further contracting work. It is in the final stages of negotiating two land purchases to strengthen its housing development activities. Since 1996 the company has a 50% holding in The Riverside Business Park, a joint venture established to develop a major inner city regeneration site in Bolton. This project involves demand-led development of a business park with office and industrial units. To date about half of this development has been completed. The Company is remunerated both as contractor and developer in this instance and this joint venture is expected to be a significant source of earnings for the WHL Group going forward. Their partner in this joint venture is a significant UK company involved in construction and property development. The consideration for the acquisition is Stg£750,000 (E1,142,074) which is payable as follows:- * Stg£375,000 (E571,037) is payable in cash on completion; and * Stg£375,000 (E571,037) is payable through the issue by McInerney of loan notes on completion which can be encashed no earlier than the first anniversary of completion. Additional consideration of up to a maximum of Stg£850,000 (E1,294,350) may become payable by McInerney depending on the consolidated profit before tax achieved by the WHL Group in each of the four years ending 30th June 2003. The impact of the acquisition on McInerney's cash flows will be substantially lower than the acquisition consideration as there are tax allowances available to be carried forward in the WHL Group. McInerney has also agreed to make a non interest-bearing loan of up to Stg£600,000 (E913,659) available to the WHL Group to reduce its bank debt and for general working capital requirements. In addition, McInerney has agreed to provide up to Stg£2.15 million (E3.27m) over a three year period by way of an interest bearing development loan to the WHL Group to enable it to fund development opportunities in the greater Manchester area. The draw down of this loan is subject to the approval of specific development projects by the McInerney Board in line with the criteria developed for the allocation of Group capital.
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