Completion of Acquisition
Mavinwood PLC
10 May 2005
Mavinwood Plc
('Mavinwood' or 'the Company')
Acquisition of ReStore and issue of 35,850,000 new ordinary shares
Board Appointment
Directors' shareholdings
Substantial shareholding
The Board of Mavinwood announces that, further to its announcement earlier
today, it has now completed, conditional on admission, the acquisition of
ReStore Group Holdings Limited ('ReStore'), and has issued 35,850,000 new
ordinary shares at 11p per share pursuant to a placing and clawback offer to
raise £3,943,500. ReStore presently manages the archiving, storage, retrieval
and other document management services for a wide range of clients, including
substantial law firms, banks, insurers and food manufacturing, engineering,
property and construction companies. The acquisition constitutes a reverse
takeover under the AIM Rules and application has been made for the Company to be
readmitted to trading on AIM tomorrow.
Principal terms of the Acquisition
The Company has, conditional on admission, completed the purchase of the entire
issued share capital of ReStore from the vendors for an initial consideration of
approximately £6 million. Additional consideration of up to £5 million may also
be payable, depending on the performance of ReStore during the year ending 31
March 2006. In this respect, £8 of additional consideration will be payable in
respect of each £1 of EBIT in excess of £730,000 achieved by ReStore.
The initial consideration is being satisfied entirely in cash and the additional
consideration will be satisfied as to 50 per cent. in cash and 50 per cent. by
the issue of new Ordinary Shares, calculated by reference to the issue price of
11p per share.
Commenting, Kevin Mahoney, Chief Executive said:
'This acquisition marks the first step of our buy and build strategy, targeting
a range of businesses in the support services sector. I believe that ReStore,
with its strong customer base and good growth prospects, will prove to be an
excellent acquisition. I am also delighted that John Minton has joined our
Board. His experience gained in building ReStore from scratch will be of
tremendous help as we grow the business and make more acquisitions in the
future.'
Board Appointment
Mavinwood announces that it has appointed John Richard Minton, 54, one of the
vendors of ReStore, to the Board of the Company. John holds, or has held, the
following directorships:
Current Past
First Circle Limited Safeunder Services Limited
Movedon Limited Offshore Express Limited
ReStore Group Holdings Limited Followlarge Limited
ReStore Limited Storefile Limited
Simian Lemur Productions Limited
There are no other matters required to be disclosed in relation to Mr Minton in
accordance with paragraph (f) of Schedule 2 of the AIM Rules.
Directors' shareholdings
Following their take up of new ordinary shares under the clawback offer, Kevin
Mahoney and Mike Vincent, who are directors of the Company, now hold 3,750,000
and 1,050,000 ordinary shares respectively, representing 6.3 per cent. and 1.8
per cent. of the issued share capital of the Company.
Substantial shareholding
Following the issue of the new ordinary shares pursuant to the placing and
clawback offer, Geraldton Services Inc. now has an interest in 39,197,750
ordinary shares representing 65.6 per cent. of the enlarged issued share capital
of the Company.
10 May 2005
Contacts:
Kevin Mahoney, Chief Executive 020 7661 9650
Michael Vincent, Finance Director 020 7661 9651
John Coles, Weber Shandwick 020 7067 0749
Louise Carpenter, Seymour Pierce Limited: 020 7107 8000
This information is provided by RNS
The company news service from the London Stock Exchange