Tribal Group PLC
28 May 2002
28 May 2002
Tribal Group plc
Acquisition of Nightingale Associates ('Nightingale')
Tribal Group plc ('Tribal'), the provider of professional support services to
the UK public sector, is pleased to announce the completion of the acquisition
of Nightingale.
Nightingale is the largest specialist healthcare architectural practice in the
UK. It focuses on large-scale projects under the government's Private Finance
Initiative ('PFI'), offering an integrated planning and design service to both
NHS Trusts and PFI consortia. Current contracts include the London Clinic, the
Royal Berkshire Hospital, the Peninsula Medical School and the Kings College
Hospital redevelopment. Nightingale is also part of the consortium that has
been named preferred bidder on the Coventry New Hospitals Project, a £300
million PFI project.
Nightingale has three offices in the UK (Oxford, London and Brighton) and
employs over 100 staff.
The acquisition represents an important step in Tribal's strategy of developing
a substantial support services business in healthcare to complement its strong
presence in education and local government. Nightingale will form part of
Tribal's property services business that, following the acquisition, will have
over 180 professional staff focused on the health and education markets.
Nightingale has operated as a partnership. Tribal Group has purchased all of
the business and assets of the partnership. The management accounts of
Nightingale for the year ended 30 April 2002 show normalised operating profit of
£1.0 million on gross fee income of £6.3 million. A substantial proportion of
Nightingale's budgeted income for the current year is contractually committed.
The acquisition is expected to be immediately earnings enhancing.
Tribal is paying initial consideration of £6.75 million to be satisfied by:
• £4.7 million in cash; and
• the issue of 553,156 new ordinary shares of 5p each in Tribal ('New
Tribal Shares')
Further consideration of £2,000,000 (to be satisfied in cash and bank guaranteed
loan notes) will be payable on Nightingale achieving certain specified
performance criteria.
In addition, deferred consideration of up to £6.75 million will be payable based
on the growth in operating profit of Nightingale in the three years ending 31
March 2005. It will be satisfied by the issue of new Tribal shares or, at
Tribal's option, bank guaranteed loan notes.
Application has been made for admission of the New Tribal Shares to trading on
the Alternative Investment Market of the London Stock Exchange ('AIM'). It is
expected that the New Tribal Shares will commence trading on AIM on 31 May 2002.
The New Tribal Shares will rank pari passu in all respects with the existing
ordinary shares of 5p each in Tribal.
Commenting on the acquisition, Henry Pitman, Chief Executive of Tribal, said:
'We are delighted to have acquired Nightingale, a market leader in the provision
of architectural services to the healthcare market. The acquisition
considerably strengthens our position in the healthcare market, where we are
becoming a leading provider of support services. It also consolidates our
position as a leading architectural practice in the education and health sectors
and one of the largest property services businesses operating in the public
sector.'
For further information contact:
Henry Pitman, Chief Executive Tel:01386 702900
Tribal Group plc
End
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