Acquisition
MITIE Group PLC
23 August 2007
23 August 2007
MITIE GROUP PLC ('MITIE')
Purchase of shares in MITIE subsidiary companies
MITIE announces that it has today agreed to purchase certain minority
shareholdings of four MITIE subsidiary companies , KBS Fire Protection Systems
Limited ('KBS'), MITIE Engineering Services (Liverpool) Limited ('MES
Liverpool'), MITIE McCartney Fire Protection Limited ('MFP') and MITIE
Technology Limited ('MTL') in accordance with their Shareholders' Agreements.
The total maximum consideration for all four purchases amounts to £6,639,062.58,
being satisfied as to £155,234.63 in cash and as to the remaining £5,408,132.75
by the issue of 2,279,508 new ordinary shares of 2.5p each in MITIE ('the New
MITIE Shares'), valued at 237.25p per share, being the closing market price per
MITIE share on 9 August 2007. The issue of New MITIE Shares is expected to take
place by 28 September 2007. The balance of £1,075,695.20 of the consideration is
deferred and will be paid in New MITIE Shares by 30 September 2008 subject to
the attainment of specified profit targets by the relevant companies in the year
to 31 March 2008.
As a result of these acquisitions, MITIE will own 100.0% of the issued share
capital of KBS, 98.0% of MES Liverpool, 92.5% of MFP and 97.6% of MTL.
Commenting on today's announcement, MITIE's Chief Executive, Ruby
McGregor-Smith, said 'I am delighted that the MITIE model continues to attract
entrepreneurial teams to the company. Our ethos of equity incentivisation and
encouraging our employees to develop to their full potential continues to be an
important part of our strategy going forward.'
The shareholdings to be purchased, primarily held by the employees and senior
management of the relevant subsidiary companies, are detailed below.
• KBS Fire Protection Systems Limited ('KBS') - 21.0% of the issued share
capital, comprising 2,100 B ordinary shares of 1p each and 2,100 deferred
shares of £1.00 each, for a consideration of £111,870.00. Such consideration
will be satisfied as to £9,206.82 in cash and as to the remaining £91,476.48
by the issue of 38,557 New MITIE Shares. The balance of £11,186.70 of the
consideration is deferred and will be paid in New MITIE Shares by 30
September 2008 subject to the attainment of certain profit targets by KBS
for the year ending 31 March 2008.
KBS is a distributor of specialist materials for the UK passive fire protection
market. The revenue, profit before tax and gross assets of KBS for the year
ended 31 March 2007 were £485,000, £86,000 and £488,000 respectively.
• MITIE Engineering Services (Liverpool) Limited ('MES Liverpool') - 44.0%
of the issued share capital, comprising 44,000 B ordinary shares of £1.00
each, for a total maximum consideration of £2,723,160.00. Such consideration
will be satisfied as to £75,010.17 in cash and as to the remaining
£2,103,517.83 by the issue of 886,625 New MITIE Shares. The balance of
£544,632.00 of the consideration is deferred and will be paid in New MITIE
Shares by 30 September 2008 subject to the attainment of certain profit
targets by MES Liverpool for the year ending 31 March 2008.
MES Liverpool designs and installs mechanical and electrical services in
Merseyside and the surrounding region. The revenue, profit before tax and gross
assets of MES Liverpool for the year ended 31 March 2007 were £18,032,000,
£853,000 and £8,459,000 respectively. 2.0% of the issued share capital of MES
Liverpool will be held by minority shareholders following the purchase.
• MITIE McCartney Fire Protection Limited ('MFP') - 17.4% of the issued
ordinary share capital, comprising 14,389 B ordinary shares of 1p each and
20,556 deferred shares of £1.00 each, for a total consideration of
£1,204,650.08. Such consideration will be satisfied as to £6.09 in cash and
as to the remaining £1,204,643.99 by the issue of 507,753 New MITIE Shares
at completion.
MFP is one of the UK's leading national specialist contractors in the design,
supply and installation of passive fire protection solutions for buildings,
industrial complexes and process installations. The revenue, profit before tax
and gross assets of MFP for the year ended 31 March 2007 were £13,784,000,
£2,183,000 and £6,486,000 respectively. 7.45% of the issued share capital of MFP
will be held by minority shareholders following the purchase.
• MITIE Technology Limited ('MTL') - 43.7% of the issued share capital,
comprising 78,650 B ordinary shares of £1.00 each, for a total maximum
consideration of £2,599,382.50. Such consideration will be satisfied as to
£71,011.55 in cash and as to the remaining £2,008,494.45 by the issue of
846,573 New MITIE Shares. The balance of £519,876.50 of the consideration is
deferred and will be paid in New MITIE Shares by 30 September 2008 subject
to the attainment of certain profit targets by MTL for the year ending 31
March 2008.
MTL provides services throughout the UK of the design and installation of
mechanical, electrical and information technology systems to business critical
projects enabling increased resilience and capacity for organisations' data
infrastructure. The revenue, profit before tax and gross assets of MTL for the
year ended 31 March 2007 were £26,270,000, £1,914,000 and £11,669,000
respectively. 2.4% of the issued share capital of MTL will be held by minority
shareholders following the purchase.
Application will be made shortly to the UK Listing Authority and the London
Stock Exchange (the 'LSE') for the New MITIE Shares to be admitted to the
Official List and to trading on the LSE. The New MITIE Shares will rank pari
passu with existing ordinary MITIE Shares, save that they have a trading
restriction applied until 23 August 2009. It is expected that admission of the
New MITIE Shares to the Official List will become effective on 31 August 2007.
Deferred Consideration in respect of the purchase of subsidiary company shares
in August 06
Pursuant to the announcement made on 23 August 2006 and the attainment of
certain profit targets by certain subsidiary companies, MITIE will pay a
deferred amount of consideration totalling £165,601 in respect of the purchase
last year of the minority shareholdings in MITIE Engineering Maintenance (South
West) Limited. Such consideration will be satisfied as to £19.48 in cash and by
the issue of 69,792 New MITIE Shares.
Application will be made shortly to the UK Listing Authority and the LSE for
these New MITIE Shares to be admitted to the Official List and to trading on the
LSE. These New MITIE Shares will rank pari passu with the existing ordinary
shares, save that they cannot be transferred for a period of 1 year from 23
August 2007. It is expected that admission of these New MITIE Shares to the
Official List will become effective on 31 August 2007.
Notes to editors
For further information, please contact:
John Telling, Head of Corporate Affairs
T: 020 7034 7304 M: 07979 701006
David Revis, Investor Relations Manager
T: 020 7034 7306 M: 07979 702465
This information is provided by RNS
The company news service from the London Stock Exchange