Allen PLC
14 August 2000
ALLEN PLC
(Hire Services, Utility Services, Building Contracting)
DISPOSAL OF HOUSEBUILDING DIVISION TO MORRIS GROUP LIMITED
Key highlights
Exit from housebuilding
Net cash consideration of £23.8 million
Focus on increasing rate of expansion of
Hire and Utility Services businesses
Commitment to maintaining efficient capital structure
The Disposal
Allen Plc ('Allen' or the 'Company') announces that it has
completed the sale of its Housebuilding Division (the
'Disposal') to Morris Group Limited ('Morris'), a North West
based private housebuilding company, for net cash
consideration of £23.8 million. The Disposal concludes
Allen's exit from housebuilding which commenced with the sale
on 20 December 1999 of housebuilding land at Lymm, Cheshire.
The consideration for the Disposal is payable £13.3 million
immediately on completion, £5.5 million 12 months after
completion and £5.0 million 24 months after completion. The
funds received will be used to reduce the Allen Group's
borrowings in the short term. The consideration is subject
to a minimum level of net assets for the Housebuilding
Division at completion.
The £10.5 million deferred consideration has been secured by
way of a mortgage debenture in favour of Allen over the
assets of the enlarged Morris Group. This debenture will
rank after security granted to Morris' bankers. £2.5 million
of the deferred consideration has been guaranteed by Bank of
Scotland plc and the remaining £8.0 million has been insured
by Allen against any act of insolvency by Morris Group. The
cost to Allen of the bank guarantee and insurance is £0.3
million.
Information on the Housebuilding Division
The Housebuilding Division represents the entire
housebuilding activities of the Allen Group, which operates
in the Midlands and the North of England. In the year ended
2 April 2000 it sold 523 properties and the aggregated
turnover and operating profit before exceptional items of the
Housebuilding Division were £41.9 million and £4.2 million
respectively. In that year, the Housebuilding Division also
realised an exceptional pre-tax profit of £7.0 million
relating to the sale of housebuilding land at Lymm, Cheshire.
The Allen Group has retained development land at Silkstone
Common, Barnsley. The Board is currently in discussions to
sell this land at above its £1.2 million book value. The
Allen Group has also retained an interest in the future value
of a ransom strip of land at Burbage, Leicestershire.
The aggregated net assets of the Housebuilding Division as at
2 April 2000 were £24.6 million. Morris will assume bank
debt of approximately £4.5 million relating to the
Housebuilding Division.
Background to, reasons for and benefits of the Disposal
In its announcement on 26 June 2000 the Board stated that it
had been reviewing the Group's strategy and had decided to
focus on the Group's core activities to enhance shareholder
value. As part of this new strategy the Board stated its
intention to exit from housebuilding.
After detailed consideration of the options for the exit from
housebuilding, the Board has concluded that the Disposal
announced today represents the best price achievable and is
in the best interests of the shareholders as a whole.
The reasons for and benefits of the Disposal are:
it will allow the Group to direct
greater funds to the Hire and Utility
Services businesses, which provide higher
returns on capital and greater opportunities
for profitable growth than the Housebuilding
Division;
it will enable management to focus on
the Hire and Utility Services businesses;
the prospects for the Housebuilding
Division as a small regional housebuilder are
limited as part of the Allen Group; and
it provides a clean and immediate exit
from housebuilding and avoids the commercial
pressures associated with building out the
existing landbank over a period of time.
The Directors believe there are considerable opportunities
for growth in its Hire and Utility Services businesses.
Hire Services - The Hire Services division ('Speedy') is a
leading national tool hire and portable accommodation
business. It accounted for 63 per cent. of the Group's
operating profit in the last financial year.
Increasing Speedy's geographical presence will further
improve its ability to offer an efficient national service
and to benefit from the trend towards an increasing number of
preferred supplier agreements in the construction industry.
The Disposal will enable the Board to focus further resources
on Speedy and to expand this business more rapidly through
increasing the rate of new branch openings and the continued
development of niche areas of the hire services sector. It
is intended that the increased rate of branch openings will
be achieved through development of greenfield sites and/or
acquisitions.
Utility Services - Ryan has grown in recent years and the
Board believes there are considerable opportunities available
to it. These opportunities will arise as utility providers
continue to outsource the management, maintenance and service
of their infrastructure assets. Additionally, the Directors
believe that regulatory pressure is likely to result in
increased expenditure by utility providers. The Utility
Services division's track record of success and innovation
means that it is well placed to benefit from these trends.
To exploit these opportunities fully, the Board announced on
3 August 2000 the appointment of Michael Rowan with a remit
to develop this division both organically and/or through
acquisition. Michael Rowan joins the division from Balfour
Beatty where he gained considerable experience in the
utilities sector.
The Board is committed to an efficient capital structure for
Allen. In the event that it is unable to re-invest the
proceeds of the Disposal it will return surplus capital to
shareholders. In this respect, increased authority (from 5
per cent. to 14.99 per cent. of the share capital) in
relation to share buy-backs was approved at the AGM on 26
July 2000.
Don Greenhalgh, the Chairman of Allen commented:
'The disposal of Allen's housebuilding division is a major
step in our strategy to focus on the Group's key growth
businesses. The proceeds of the disposal will enable us to
invest further in these growth businesses to enhance
shareholder value.'
For further information contact:
Allen Plc
Ken Fox 01204 699 277
Neil O'Brien
Binns & Co Public Relations
Brian Coleman-Smith 020 7786 9600
Simon Ellis
N M Rothschild & Sons
Paul Simpson 0161 827 3800
Andrew Simpson
Credit Suisse First Boston
Chris Lloyd 020 7888 8888
Alastair Cochran
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