BWD SECURITIES PLC
25 October 1999
BWD SECURITIES PLC ('BWD')
Agreement with Nicholson Barber
BWD announces that an agreement was entered into on 22 October 1999 with
the shareholders of Nicholson Barber under which BWD has acquired for £1
an option to acquire the entire issued share capital of Nicholson Barber
for a total maximum consideration of £8.79 million. In the event that
BWD does not exercise its call option before 29 October 1999 the
shareholders of Nicholson Barber have an option, until 5 November 1999,
to sell the entire issued share capital of Nicholson Barber to BWD on
the same terms (the 'Option Arrangements'). In addition, BWD entered
into an agreement on 22 October 1999 to provide settlement facilities to
Nicholson Barber with immediate effect.
Nicholson Barber is a regional stockbroking and investment management
business with offices in Chesterfield, Derby, Doncaster and Sheffield
and with an established reputation for supplying quality independent
financial advice to both private and corporate clients. As at 30
September 1999, the Nicholson Barber business had advisory funds of
approximately £700 million. The net assets of the Nicholson Barber
business subject to the Option Arrangements are estimated to be £0.2
million. In the 11 months ended 1 April 1999, the Nicholson Barber
business generated audited partnership profits of £0.90 million on
turnover of £3.08 million.
The result of the completion of this transaction will be that BWD will
acquire the business of Nicholson Barber and strengthen its position as
a leading UK regional stockbroking and investment management group. The
offices of BWD and Nicholson Barber in Sheffield will then be combined
on a new site to improve efficiency.
The consideration payable by BWD for the entire issued share capital of
Nicholson Barber under the Option Arrangements, if exercised, will be
satisfied through an initial payment on completion of the acquisition of
approximately £6.24 million, approximately £2.18 million of which will
be payable in cash, approximately £1.98 million in loan notes, with the
balance to be satisfied by the issue of 520,575 shares in BWD. In
addition, BWD will make a further issue of loan notes, up to a maximum
value of £2.55 million, based on the level of fee paying funds under
management and the growth in income achieved by Nicholson Barber,
including the combined Sheffield office, during the three year period
following its acquisition.
Mike Burns, Chief Executive of BWD said;
'Nicholson Barber is an excellent and complementary business and the
Option Arrangements, if exercised, would provide us with the opportunity
to integrate our two businesses and to strengthen our position in
Yorkshire and Derbyshire'
Enquiries
Mike Dickinson
Finance Director, BWD 01484 606 664
David Forbes
NM Rothschild & Sons 0113 243 4347
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