Tribal Group PLC
11 November 2004
11 November 2004
Acquisition of Derek Hicks & Thew Limited
Tribal Group plc ('Tribal Group'), the provider of consultancy and professional
support services to the UK public sector, is pleased to announce that it has
acquired Derek Hicks & Thew Limited ('DHT') for a total consideration of up to
£3.4 million.
DHT is a Liverpool-based architects practice specialising in health and
education. The business has grown rapidly in the last two years due to success
in securing NHS LIFT ('Local Investment Finance Trust') project work. NHS LIFT
is a central government initiative launched in 2000 to improve primary care
facilities. DHT has been established for over 15 years and employs 40 staff from
offices in Liverpool and Blackburn.
DHT will be integrated into Tribal Group's healthcare architectural practice,
Nightingale Associates ('Nightingale'), part of Tribal Group's property
division. Acquiring a major practice in Liverpool will strengthen Nightingale's
presence in the north west of England, a region receiving significant capital
investment, and will confirm its position as the leading European architects to
the healthcare sector. DHT will also work with Tribal Group's existing
education, property and consultancy businesses to support Tribal Group's
participation in the roll-out of the government's Building Schools for the
Future programme.
The initial consideration for the entire issued share capital of DHT is £1.75
million, which has been satisfied by:
• £1.0 million in cash;
• £0.5 million repayment of shareholder loans; and
• the issue of 136,239 new ordinary shares of 5p each in Tribal Group.
Deferred consideration of up to £1.65 million will be paid based on the
operating profit of DHT in the period to 31 March 2005 and on the level of new
contracts signed before 31 December 2005. The deferred consideration will be
satisfied by the issue of new Tribal Group shares or, at Tribal Group's option,
oan notes, save for the first £990,000 of deferred consideration which will be
satisfied in loan notes.
For the year ended 31 October 2003, the last year for which audited accounts are
available, DHT reported profit before tax of £70,000 and net assets of £46,000.
For the year ended 31 October 2004, DHT generated a normalised operating profit
(before goodwill amortisation) of £500,000 on turnover of £2.9 million. Net
assets at completion were approximately £450,000.
Application will be made for the 136,239 shares to be issued as initial
consideration to be admitted to the Official List of the UK Listing Authority
and to trading on the London Stock Exchange. It is expected that trading in
these shares will commence on 17 November 2004. The shares will rank pari passu
in all respects with the existing ordinary shares of 5p each in Tribal Group.
The DHT vendors have given an undertaking not to sell the shares issued as part
of the initial consideration until the announcement of Tribal Group's interim
results for the six months ending 30 September 2005.
Commenting on the announcement, Henry Pitman, Chief Executive of Tribal Group
said:
'We are delighted that DHT has joined Tribal. It has a strong track record of
winning and delivering important projects and strengthens our presence in the
north west, a region which is attracting significant capital investment.
The management of DHT have already begun working with Tribal. Their experience
will be valuable in maximising the opportunities available, particularly in
respect of Building Schools for the Future, the roll-out of future LIFT schemes
and regeneration projects.'
For further information contact:
Henry Pitman, Chief Executive, Tribal Group plc 01285 886020
Simon Lawton, Group Finance Director, Tribal Group plc 01285 886020
Colin Browne, Maitland 020 7379 5151
End
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