Acquisition
Driver Group plc
03 March 2008
DRV
3 March 2008
Driver Group PLC
('Driver' or 'the Company')
Acquisition
Of
Commercial Management Consultants Ltd
Driver, which provides specialist commercial and dispute resolution services to
the construction industry, is pleased to announce the acquisition of Commercial
Management Consultants Limited ('CMC'), the engineering and construction
consultants, from CMC Group Holdings Limited ('Seller') for £2.975 million. The
Directors expect that the acquisition will be earnings enhancing in the first
full year of ownership. CMC is Driver's first acquisition since joining AIM in
October 2005.
Established in 1979, and based in Dartford, CMC provides site-based project
services, including quantity surveying and planning, to construction and
engineering firms throughout the UK. In particular, it has a well-established
presence in the rail, utilities, highways, building, water, airports and marine
sectors. CMC operates from four offices in the UK, being Dartford, Ascot,
Manchester and Glasgow, and employs approximately 40 fee earners. CMC's client
base comprises a number of major UK contractors as well as other blue chip
organisations, including Public Private Partnership (PPP) contractors.
The latest audited financial statements, for the year ended 30 November 2007,
show CMC generated turnover of £3.77 million, gross profits of £962,000 and an
operating profit of £448,000. Net assets at 30 November 2007 were £888,000.
The acquisition of CMC will enable Driver to provide a broader range of pre and
post contract services and offer increased expertise at all levels throughout
the life cycle of a construction project. Driver is confident that reciprocal
opportunities to introduce clients will provide immediate benefits in the rail
and building sectors and that the acquisition will continue to bring significant
customer and services synergies to both businesses in future years.
The management team of CMC will remain with the business and CMC's Managing
Director, Bob Parfitt, will join the board of Driver as an Executive Director.
Through his employment in the group Bob is entitled to a salary of £100,000 per
annum. His employment can be terminated on twelve months notice in writing by
either party and he is subject to the usual covenants prohibiting him from
soliciting business, employees or customers of the Company and CMC for a period
of 12 months following termination. The Company has provided the information
required to be disclosed under Schedule 2(g) of the AIM Rules for Companies for
Bob Parfitt in a separate announcement issued today.
Of the £2.975 million consideration for the acquisition, £1.475 million will be
paid in cash and £1.5 million will be satisfied by the issue of 1,646,542
Ordinary Shares at a price of 91.1 pence per share ('Consideration Shares').
This represents the average mid price of Driver shares in the five days prior to
completion.
It is anticipated that the Consideration Shares will be distributed by the
Seller to its shareholders. Application has been made for the Consideration
Shares to be admitted to trading on AIM and dealings are expected to commence on
6 March 2008. The Consideration Shares will rank pari passu with the existing
Ordinary Shares in issue and bring the enlarged issued share capital following
the issue to 26,379,416.
Subject to certain exceptions, the Seller has agreed not to dispose of the
Consideration Shares to any person other than its shareholders and the
shareholders have agreed not to dispose of the Consideration Shares until 1
March 2011.
Commenting on the acquisition, Steve Driver, Chief Executive, said,
'I am delighted to announce this acquisition and to welcome CMC's Managing
Director, Bob Parfitt to Driver's Board as an Executive Director.
CMC is a highly regarded, well run company with a long established track record
in its market sectors. We see CMC as an excellent strategic fit with Driver and
are confident that its integration will bring significant benefits. Importantly,
CMC will enable Driver to provide a broader range of contract services as well
as bring us increased expertise across the life cycle of a construction project.
As we reported recently at our AGM, the last year has been a period of
investment for the Group as we focused on scaling the business for further
growth. We are now seeing the benefits of our drive to increase our fee-earning
capability coming through in top-line growth and the addition of CMC's high
calibre consultants should help us to accelerate our growth.'
For further information, please contact:
Driver Group plc Tel: 01706 223 999
Steve Driver, Chief Executive
Colin White, Finance Director
Zeus Capital Limited Tel: 0161 831 1512
Alex Clarkson / Nick Cowles
Panmure Gordon & Co Tel: 020 7459 3600
Mark Lander / Aubrey Powell
Biddicks Tel: 020 7448 1000
Katie Tzouliadis
This information is provided by RNS
The company news service from the London Stock Exchange