Completion of Acquisition
Mavinwood PLC
29 June 2005
Mavinwood Plc
('Mavinwood' or 'the Company')
Acquisition of Ansa Holdings Limited and issue of 250,000,000 new ordinary
shares
Board Appointment
Directors' shareholdings
Substantial shareholding
Mavinwood announces that, following the passing of all of the resolutions put to
the Company's EGM this morning, it has now completed, conditional on admission,
the acquisition of Ansa Holdings Limited ('Ansa'), a market leader in the
insurance claims management sector, offering drainage services to a wide range
of UK insurance companies. The Company has also issued 250,000,000 new ordinary
shares at 8p per share pursuant to a placing to raise £20,000,000.
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 conditionally agreed to purchase the entire issued share capital
of Ansa from the vendors for an aggregate consideration of approximately
£17,387,000 which will be satisfied as to approximately £14,547,000 in cash, as
to approximately £1,852,000 by the issue of consideration shares and the balance
of approximately £988,000 by the issue of consideration loan notes. In addition,
the Company has agreed to procure that the Ansa Group repays on completion
certain indebtedness amounting in aggregate to approximately £7,613,000. Debt
funding has been provided to Mavinwood by Allied Irish Banks plc.
The Acquisition Agreement is conditional on Admission.
Commenting, Kevin Mahoney, Chief Executive said:
'It is a tremendous endorsement of our strategy that in a very difficult market
for AIM companies we completed a successful fundraising, attracting new blue
chip institutional shareholders. An acquisition of an emergency services and
repairs business was a strategic priority and in Ansa we have acquired a proven
business with the potential to increase its share of a rapidly growing market. I
am particularly pleased that the Ansa management team are staying and are
committed to continuing to grow the business'
Board Appointment
Mavinwood announces that it has appointed Steven James Watkins, 38, one of the
vendors of Ansa, to the Board of the Company. Steven holds, or has held, the
following directorships:
Current Past
Ansa Holdings Limited Ansa Asbestos Limited
Ansa Group Limited Looksee Southern Limited
Ansa UK Limited Aqua Medics Plumbing Limited
Active Services Group Limited
Ansa Surveying Limited
Ansa Training Limited
Environmental Plant Solutions Limited
Environmental Solutions Northern Limited
Other than the disclosure regarding his shareholding in Mavinwood, below, there
are no other matters required to be disclosed in relation to Mr Watkins in
accordance with paragraph (f) of Schedule 2 of the AIM Rules.
Directors' shareholdings
Mike Vincent and John Minton, who are directors of the Company, subscribed for
120,000 and 50,000 shares respectively pursuant to the placing. Mike Vincent now
holds 1,100,000 ordinary shares and John Minton holds 120,000 ordinary shares,
representing 0.33 per cent. and 0.04 per cent. of the enlarged issued share
capital of the Company. In addition, Mavinwood has issued 12,500,000 new
ordinary shares to Steven Watkins as part of the consideration payable for the
acquisition of Ansa. These shares constitute his entire holding, which
represents approximately 3.75 per cent. of the enlarged issued share capital of
Mavinwood.
Substantial shareholding
Following the issue of the new ordinary shares pursuant to the placing,
Geraldton Services Inc. now has an interest in 203,197,750 ordinary shares
representing 61.04 per cent. of the enlarged issued share capital of the
Company.
29 June 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