Placing and Acquisition
Mavinwood PLC
23 June 2006
Mavinwood plc ('Mavinwood' or the 'Company')
Proposed fundraising and conditional acquisition of
Independent Inspections Holdings Limited
Mavinwood plc (AIM: MVW), the support services company, announces that it is
proposing to raise £12 million through the placing (the 'Placing') of
100,000,000 new ordinary shares at 12 pence per share. These shares have been
conditionally placed with Geraldton Services Inc. subject to a proposed
sub-placing of 40,701,497 of those shares by Seymour Pierce Limited on behalf of
the Company with institutional and other investors. The Placing is subject to
shareholder approval at an EGM, which has been convened for Monday 17 July 2006.
The majority of the net proceeds of the Placing will be used to satisfy the
initial consideration of £10 million for the acquisition of Independent
Inspections Holdings Limited ('Independent Inspections').
The Company has conditionally agreed to purchase the entire issued share capital
of Independent Inspections for an initial consideration of £10 million and a
contingent consideration up to a maximum of £4 million dependent on the
performance of the Independent Inspections group (the 'Independent Group').
Following Completion, the existing management of the Independent Group will
continue to run the business.
The Independent Group is a UK based carpet and upholstery service business
founded in 1989, which provides a complete and seamless validation/restoration
and replacement service to the insurance industry. Its principal activity is the
provision of an independent inspection and validation service of an insurance
policyholder's claim in respect of damaged carpets, laminates and other
flooring. It also provides a similar service to carpet manufacturers for claims
made by householders in respect of their newly fitted carpets.
The Independent Group's insurance customers include the RBS Insurance group of
companies, AXA, Norwich Union and Zurich. The Directors of Mavinwood estimate
that Independent's share of the carpet insurance claims market is in excess of
25 per cent.
In the year ended 31 December 2005, Independent Inspections made a profit before
tax of £366,000 on turnover of £6,486,000. At 31 December 2005, Independent
Inspections has net assets of £1,971,000. The Directors of Mavinwood consider
that the earnings before interest, tax and amortisation, normalised for
non-recurring costs, of the Independent Group for the year ended 31 December
2005 were £927,000.
Kevin Mahoney, Chief Executive of Mavinwood, commented:
'The acquisition of Independent Inspections continues our buy and build strategy
focusing on the emergency insurance services and document storage sectors. It
expands the services we already provide to the insurance industry through ANSA,
the specialist drainage insurance claims handling business, and makes us a major
provider of insurance claims management.'
The initial consideration will be satisfied as to £9 million in cash and as to
£1 million by the issue of 7,843,137 ordinary shares in the capital of the
Company (the 'Consideration Shares'). The contingent consideration is payable in
cash in two tranches:
£6.67 of additional consideration will be payable in cash in respect of each £1
of EBIT in excess of £1,400,000 up to a maximum of £1,700,000 achieved by the
Independent Group during the year ending 31 December 2007; and
£6.67 of additional consideration will be payable in cash in respect of each £1
of EBIT in excess of £1,700,000 up to a maximum of £2,000,000 achieved by the
Independent Group during the year ending 31 December 2008.
Each tranche of contingent consideration is subject to a maximum payment of £2
million.
Mavinwood Directors, Mike Vincent and John Minton, intend to subscribe for
60,000 and 40,000 new ordinary shares respectively in the Placing.
As well as providing funds for the initial cash consideration for the
Independent Inspections acquisition, the Company is also proposing to use the
net proceeds of the Placing to repay debt, pursue further acquisition
opportunities to add complementary businesses to the Group and provide working
capital for the enlarged Group.
The Directors of Mavinwood believe that the acquisition represents a good
opportunity to broaden the activities and further improve the performance of the
Mavinwood Group in line with the Board's stated strategy of building a group of
market-leading UK support services businesses.
The Directors of Mavinwood, having consulted with the Company's nominated
adviser, Seymour Pierce Limited, consider the terms of the agreement with
Geraldton relating to the Placing to be fair and reasonable insofar as the
shareholders of the Company are concerned.
Enquiries:
Mavinwood plc
Kevin Mahoney 020 7661 9650
Mike Vincent 020 7661 9651
Threadneedle Communications
John Coles 020 7936 9604
Background on Mavinwood
Mavinwood was admitted to trading on AIM on 5 November 2004 as a company
established for the purpose of acquiring, or making investments in, companies or
businesses involved in the support services sector, and which are considered by
the Directors to have the potential to create substantial shareholder value.
Mavinwood completed its first acquisition, of Restore Group, a document storage
and record management company on 11 May 2005 and subsequently acquired ANSA, a
specialist insurance claims handling business with particular expertise in
drainage claims, on 30 June 2005. On 10 February 2006, Mavinwood acquired
Wansdyke, which is also a document storage business.
This information is provided by RNS
The company news service from the London Stock Exchange