Tolent Stmt.re Demerger, etc.
AMCO CORPORATION PLC
6 August 1999
TOLENT PLC ('Tolent or 'the Company')
DEMERGER FROM AMCO CORPORATION PLC ('Amco')
ADMISSION TO THE ALTERNATIVE INVESTMENT MARKET ('AIM')
PROSPECTUS PUBLISHED
The prospectus for the flotation on AIM of Tolent, the
building and civil engineering group, has been published
today. The nominated adviser and nominated broker is Bell
Lawrie Wise Speke.
Tolent carries out a wide range of construction work in both
the public and private sectors on a national basis from
offices in Tyneside, Teeside, Yorkshire, Manchester and
London.
MAIN POINTS
* Entire issued share capital in Tolent issued to
Qualifying Amco Shareholders
* Turnover and profits increased every year since 1996
* Tolent interim results ahead of budget and ahead of last
year
* Increased volume of negotiated work
* Order book stands at £45 million
* Trading in the ordinary shares expected to commence on
1 September 1999
CUSTOMER BASE
Building repair, refurbishment and maintenance work has been
carried out on a regular basis for a number of large
companies, which include:
* Goldman Sachs
* British Steel
* I.C.I.
* Du Pont
* B.A.S.F.
* B.P.
* Helios Properties
* Priority Sites.
Construction work has been carried out in the past for:
* The M.C.C. at Lord's Cricket Ground
* Durham County Cricket Club
* Pioneer
* Sumitomo Bank
* Enterprise Oil
KEY STRENGTHS
The Directors believe that the key strengths of Tolent are:
* strong client relationships, often leading to repeat
business
* established reputation for quality and ability to meet
deadlines
* large and stable directly employed workforce
* majority of turnover is derived from negotiated tender
rather than competitive tender
Stuart Gordon, the Chairman of Tolent, said.
'We have an excellent customer base and are well-placed to
continue our expansion. Enquiry levels are high and the
flotation on AIM will undoubtedly be beneficial when it comes
to tendering for new projects.
'This is a significant step forward for the Group and I am
confident that we will grow more rapidly as an independent
quoted company.'
For further information:
Tolent PLC
Stuart Gordon (Chairman) 01709 828218
Ian Swire (Finance Director) 01709 828218
Bell Lawrie Wise Speke
Mark Brady / Keith Salisbury 0161 839 4222
Binns & Co Public Relations
Brian Coleman-Smith / Simon Ellis / Neil Camp 0171 786 9600
TOLENT PLC ('Tolent or 'the company')
DEMERGER FROM AMCO CORPORATION PLC ('Amco')
ADMISSION TO THE ALTERNATIVE INVESTMENT MARKET ('AIM')
PROSPECTUS PUBLISHED
SUMMARY OF THE DEMERGER
The company and Amco have agreed that, subject to the passing
of the Resolutions, Amco will transfer the entire issued share
capital of Tolent Corporation to the Company in consideration
for which the Company will issue the Demerger Shares to
Qualifying Amco Shareholders. Upon the Demerger becoming
effective, Tolent Corporation will become a wholly owned
subsidiary of the Company.
As a result of the Demerger, Qualifying Amco Shareholders will
be able to benefit directly from a shareholding in the
Company. The Directors believe that the listing of the
Company's shares on AIM will raise the profile and status of
the Tolent Group and will in due course provide more direct
access to public sources of long term finance.
TRADING RECORD
The trading record of the Tolent Group for the three financial
years and six months ended 30 June 1999 is summarised below.
Year ended 31 December 6 months
(Audited) ended
30 June
(Unaudited)
1996 1997 1998 1999
£'000 £'000 £'000 £'000
Turnover 39,466 52,955 77,537 39,116
Operating (loss) /
profit (68) 418 1,447 1,006
(Loss) / profit
before taxation (277) 154 1,364 906
Trading in the three years and the six months ended 30 June
1999 has seen a return to increasing underlying profitability
and continued growth in turnover. Tender and contract
management controls have improved over this period, as has the
proportion of negotiated tender, rather than competitive
tender, work.
In the year ended 31 December 1997, there was an exceptional
loss of £424,000 relating to the disposal of an interest in
land in Germany. The Directors believe that there are no
further liabilities in relation to the Tolent Group's former
German operations.
HISTORY AND DEVELOPMENT
Tolent Construction was set up in 1983 by John Wood and
originally traded solely from Gateshead, Tyne & Wear. It
rapidly established a reputation as a quality commercial
construction business in the North East of England. The
company opened additional regional offices in London and later
in Wakefield, West Yorkshire in order to create national
representation.
In London, Tolent Construction negotiated a contract to
convert a listed building into the new Japanese Embassy. This
award-winning project enhanced the company's reputation and
placed it in a more advantageous position as Japanese
companies increasingly looked to establish manufacturing bases
in the United Kingdom in the late 1980's. Tolent Construction
further expanded its operations and acquired other businesses
with complementary sub-contracting and plant hire operations.
The recession of the early 1990s adversely affected the whole
of the UK construction industry. In order to counteract this
the Tolent management identified opportunities in the newly
unified Germany and Berlin in particular. However, the Group
incurred significant losses as a result of customers failing
to pay on completed contracts. This, together with the
recession in the UK, caused severe cashflow problems and
against this background the Tolent Group, which had ceased
trading in Germany in 1994, was sold to Amco for a nominal sum
in September 1995.
Once within the Amco Group, Tolent was able to stabilise its
position and peripheral businesses were either sold or closed
down. Wares, its mechanical and electrical subcontracting
business was sold to its management and the business of Gordon
Plant Hire was sold to a plant hire competitor. Management
and financial controls within Tolent were also reviewed and
strengthened. This exercise, together with a combination of
Amco's financial support and a general upturn in the UK's
construction market, enabled Tolent's management to be more
selective in its approach to tendering for contracts,
refocusing on generating operating profit at the expense of
turnover.
Accordingly, the last few years have seen Tolent go from
strength to strength with turnover and profits increasing each
year since 1996.
THE BUSINESS
The Tolent Group is a well established building and civil
engineering group which carries out a wide range of
construction work in both the public and private sectors on a
national basis. It also holds several investment properties
which were recently independently valued at over £4 million.
Tolent's business is split into three trading regions across
the UK. The Northern region is run from its main office in
Gateshead, with a branch office in Middlesbrough. The Central
region operates from Wakefield, together with a satellite
office in Manchester. The Southern region operates from an
office in London close to London Bridge. The group has
approximately 400 employees.
Although contract values can vary significantly the Group
undertakes work with a contract value of between £500,000 and
£4 million. The largest contract undertaken by the Tolent
Group to date has a value of approximately £18.5 million.
Tolent not only tenders for construction, but also for
building repair, refurbishment and maintenance work on long
term contracts.
CUSTOMERS
Building repair, refurbishment and maintenance work has been
carried out on a regular basis for a number of large
companies, which include Goldman Sachs, British Steel, I.C.I.,
Du Pont, B.A.S.F., B.P., Helios Properties and Priority Sites.
Construction work has been carried out in the past for such
enterprises as the M.C.C. at Lord's Cricket Ground, Durham
County Cricket Club, Pioneer, Sumitomo Bank and Enterprise
Oil, and on student accommodation for Sunderland, Newcastle
and Sheffield Universities.
MARKETS AND COMPETITION
Tolent aims to identify opportunities within niche markets in
addition to mainstream building and construction projects.
Within the commercial sector Tolent offers expertise in the
construction of offices, fit-out and refurbishment works,
public houses, garages and showrooms. Its industrial
portfolio has developed to include civil engineering and
building work, waste transfer stations, large and small
industrial units and long term maintenance contracts. Several
universities have used Tolent's services in the building of
student accommodation.
The UK construction industry is heavily regionalised and
Tolent's competitors include most of the large and medium
sized construction companies in the UK. To improve its
position in a competitive market, the Group looks to build
close relationships with its customers to secure long term
contracts leading to recurring work.
KEY STRENGTHS
The Directors believe that the key strengths of the Tolent
Group are:
- strong client relationships, often leading to repeat
business
- established reputation for quality and ability to meet
deadlines
- large and stable directly employed workforce
- majority of turnover is derived from negotiated tender
rather than competitive tender
REASONS FOR ADMISSION
The Directors believe that the Group has now reached a size
and stage in its development where its future growth will be
enhanced by Admission which will help to raise the profile of
the Group amongst customers and suppliers, both existing and
prospective, and allow the Group to address future acquisition
opportunities which may arise.
DIVIDEND POLICY
Due to the deficit on the profit and loss account of Tolent
Corporation, the Directors will be unable to recommend payment
of a dividend until this has been eliminated and it is prudent
to do so. In the light of information currently available,
the Directors do not anticipate being in a position to
recommend payment of a dividend to shareholders for at least
three years.
CURRENT TRADING AND PROSPECTS
Tolent Group's turnover and profit before tax for the six
months to 30 June 1999 were ahead of budget and the
corresponding period last year. At 30 June 1999 the Group's
forward order book stood at approximately £45 million, with a
small proportion of this extending into the next year.
The Directors believe that the Tolent Group will continue to
expand organically as a result of increased levels of
negotiated work from its key clients, continued targeting of
new clients in niche markets and the expansion of preferred
contractor work. The Tolent Group has acted on a number of
projects as both developer and contractor and the Directors
consider that additional turnover may be generated by
developing this role. The Directors will also seek to expand
the Group by acquisition, should the right opportunities
arise, although no acquisition is under consideration at this
time.
The Group has been short-listed for a contract to fit out an
in excess of 500,000 square foot London office building. If
the contract is awarded to the Group it will be undertaken by
the Group and another contractor as a joint venture project.
The Directors expect to be informed shortly whether or not the
Group has been awarded the contract.
For further information:
Tolent PLC
Stuart Gordon (Chairman) 01709 828218
Ian Swire (Finance Director) 01709 828218
Bell Lawrie Wise Speke
Mark Brady / Keith Salisbury 0161 839 4222
Binns & Co Public Relations
Brian Coleman-Smith / Simon Ellis / Neil Camp 0171 786 9600
DIRECTORS AND SENIOR MANAGEMENT
Executive Directors
Stuart Nicholson Gordon, Chairman (aged 62)
Stuart Gordon, a chartered accountant, has been Chairman of
Amco since 1989 and was the Chairman of its predecessor
company International Amco Corporation from 1983 to 1989. He
was formerly a partner with Chartered Accountants, Grant
Thornton, between 1965 and 1983. He is currently a director
of Gordon Securities Limited which provides his services to a
number of companies and individuals, including Amco.
John Gibbon Wood, Managing Director (aged 55)
John Wood established Tolent Construction in 1983. Over
subsequent years as Chairman of Tolent, he expanded the Tolent
Group by the establishment and development of additional
companies associated with the building and civil engineering
industry. He became a director of Amco in September 1995
following its acquisition of Tolent.
Otto Hinrich Schmill, Director (aged 73)
Henry Schmill, a chartered mining engineer, graduated in 1952
with a degree in mining engineering from the Technical
University in Aachen, Germany. He joined Thyssen (GB)
Limited, a major mining contracting company, rising to Deputy
Managing Director before founding the Amco Group in 1970. He
is currently managing director of Amco.
Ian Swire, Financial Director (aged 36)
Upon graduating from Sheffield University in 1984, Ian Swire
joined accountancy firm Coopers & Lybrand. Qualifying as a
chartered accountant in 1987 he joined Amco, initially in one
of its subsidiary companies. He was appointed to the board of
Amco in March 1996.
Non-executive Directors
Michael Richford Speakman, Non-executive Director (aged 64)
Mike Speakman, a chartered civil engineer, has spent his
career in the building and civil engineering industry. A
former director of Henry Boot, Bison International and Stepney
Contractors he joined the Amco Group in September 1989 as a
subsidiary company director. Prior to his impending
retirement he was appointed a non-executive director of Amco
in April 1996.
Further board changes
It is the intention of the Directors to appoint two additional
non-executive directors to the board of Tolent PLC by 31
October 1999, at which point Mike Speakman will resign as
director of the Company. John Wood will be appointed managing
director of the New Tolent Group and will resign as a director
of Amco upon the Demerger becoming effective. It is intended
that in due course, the Company will appoint a full-time
financial director.
Senior Management
Brief biographies of the senior management team are as
follows:
Trevor Phillipson, Commercial Director - Tolent Construction
(aged 48)
Trevor Phillipson spent 13 years at Balfour Beatty, the last
eight as Sellafield, before joining Tolent Construction in
February 1988. Recruited as a contracts manager, he was
appointed a director of the company in January 1990.
Andrew David Clark, Financial Director - Tolent Construction
(aged 34)
Andy Clark graduated from Sheffield University in 1986 and
qualified as a chartered accountant with Coopers & Lybrand in
1989. Having worked overseas, he returned to the UK and
joined Tolent Construction in January 1996, being appointed a
director in March 1999.
David Malcolm Jackson, Director - Tolent Construction (aged 51)
David Jackson joined the Amco board as a commercial director
in February 1999 from a subsidiary of Jarvis plc. Prior to
working for Jarvis he was a director of Aqumen Group. Upon
the Demerger becoming effective he will be appointed a
director of Tolent Construction and his services will be
provided by Amco to the New Tolent Group on a part-time basis
pursuant to the Services Agreement.
The services of Messrs O H Schmill, S N Gordon and I Swire as
part-time directors of the Company and of M R Speakman as a
non-executive director will be provided by Amco pursuant to
the terms of the Services Agreement.
DEFINITIONS
The following definitions apply throughout this announcement
document unless otherwise stated or the context otherwise
requires:
'Admission' admission of the entire ordinary
share capital of the Company in issue
and to be issued to AIM and such
admission becoming effective
'Amco Group' Amco and its subsidiary and
associated undertakings (or any of
them, as the context requires)
'Amco Shares' ordinary shares of 10p each in the
capital of Amco
'Bell Lawrie Wise Bell Lawrie Wise Speke, a division of
Speke' Brewin Dolphin
Securities Ltd
'Demerger' the proposed demerger of the Tolent
Group from Amco
'Demerger Effective the time at which the Demerger
Date' becomes effective, expected to be on
31 August 1999
'Demerger Shares' or ordinary shares of 10p each in the
'Ordinary Shares' capital of the Company
'Group', 'Tolent' or Tolent Corporation and its subsidiary
'Tolent Group' and associated undertakings from time
to time (or any of them, as the
context requires)
'Qualifying Amco holders of Amco Shares as shown in
Shareholders' the Register of Members of Amco on
the Record Date other than (i) those
whose address, as shown in the
Register of Members, is in the United
States of America or any of the
provinces of Canada and (ii) the
Reserve Accounts
'Reserve Accounts' Big Nama Reserve Account, Nama Creek
Reserve Account, Amco Industrial
Holdings Reserve Account and
International Amco Corporation
Reserve Account (each being a nominee
account holding shares in Amco which
have not been taken up by persons
otherwise entitled to such shares)
'Resolutions' the special resolutions of the
shareholders of Amco to be proposed
in connection with the Dermerger more
particularly set out in the notice of
extraordinary general meeting of Amco
dated 6 August 1999 included at the
end of the circular sent to Amco
shareholders today
'Services Agreement' the agreement made as at the date of
the Prospectus between Amco and the
Company providing for provision of
certain services by the Residual Amco
Group to the New Tolent Group
'Tolent Construction' Tolent Construction Group
'Tolent Corporation' Tolent Corporation Limited
Issued by Bell Lawrie Wise Speke, a member of the Securities
and Futures Authority Limited, as nominated adviser and
nominated broker to Tolent PLC ('Tolent') in connection with
the proposed flotation of Tolent. This announcement does not
form part of any placing of any share in Tolent and it is not
for distribution in the United States of America, Canada,
Australia or Japan. Any application for shares should be made
on the basis of the information contained in the Prospectus
alone.
Bell Lawrie Wise Speke is acting solely for Tolent in
connection with the flotation and will not be responsible to
anyone other than Tolent for providing the protections
afforded to customers of Bell Lawrie Wise Speke. Before
deciding whether to apply for shares, you should consider
whether shares are a suitable investment for you. Their value
can go down as well as up. If you need advice, you should
consult an appropriate professional adviser.