Acquisition
Northern Bear Plc
02 April 2008
Northern Bear Plc
('Northern Bear' or the 'Company')
Announces the acquisition of A1 Trucks and DJ McGough
for a combined total of £6.72 million
Northern Bear, a holding company for a growing portfolio of Northern based
building services businesses is pleased to announce the acquisition of A1
Industrial Trucks Limited ('A1 Trucks') and D J McGough Limited ('D J McGough')
for a combined maximum consideration of £6.72 million based on closing price
today (subject to any adjustments of net assets acquired). Both acquisitions
are well established, cash generative businesses based in the North East which
fit well with the Company's strategy to acquire profitable building services
businesses which will increase the size of the Company and are expected to be
earnings enhancing in the year to 31 March 2009.
A1 Trucks
Established in 1983, A1 Trucks is based in Newcastle and operates a fleet of
approximately 400 forklift trucks which it sells, leases, rents and maintains
for a wide range of commercial customers. The company's two co-founders, Derek
Wymes and Graeme Tennick, have committed their future to continuing in their
current roles.
Over the past 25 years A1 Trucks has developed a strong market reputation in the
North East for the supply of forklift trucks, and as a result is a natural
strategic fit with Northern Bear. For the 12 months to 30 April 2007, A1 Trucks
generated turnover of £3.31 million and profit before tax of £789,080. As at 30
April 2007, A1 Trucks had net assets of £2.16 million, including £1.10 million
of cash.
The maximum consideration to be paid for the entire issued share capital of A1
Trucks is £4.67 million based on closing price today . The consideration is to
be satisfied as to £3.45 million in cash, and through the issue of 958,334 new
Ordinary Shares of 1p each in the Company ('Ordinary Shares'), which based on
the closing mid market price on 1 April 2008 of 96.5p per Ordinary Share,
equates to an aggregate consideration of £924,791. Up to a further £300,000 is
payable in cash, which is dependent on the achievement of certain performance
criteria. Based on a price per Ordinary Share of £1.20 at the time the terms
of the acquisition of A1 Trucks was agreed, the aggregate consideration would be
approximately £4.90 million. Application has been made for the new Ordinary
Shares to be admitted to trading on AIM which is expected to occur on 7 April
2008.
D J McGough
Established in 1988, D J McGough is based in Newcastle and provides plumbing,
heating and mechanical services to primarily industrial and commercial
customers across the North East. The company employs a team of 47 and has, over
the past 20 years, established strong long term relationships with a wide number
of industrial and commercial businesses.
D J McGough meets Northern Bear's acquisition criteria and will be a valuable
addition to the growing portfolio of building services businesses. For the 12
months to 31 December 2007, D J McGough generated revenues of £2.74 million and
profit before tax of £290,065. As at 31 December 2007, D J McGough had net
assets of £0.9 million, including £0.5 million of cash.
The consideration to be paid for the entire issued share capital of D J McGough
is £2.04 million. The consideration is to be satisfied as to £1.52 million in
cash, and through the issue of 547,368 new Ordinary Shares, which based on the
closing mid market price on 1 April 2008 of 96.5p per Ordinary Share, equates to
an aggregate consideration of £528,210 . Based on a price per Ordinary Share of
£1.20 at the time the terms of the acquisition of D J McGough was agreed, the
aggregate consideration would be approximately £2.18 million. Application has
been made for the new Ordinary Shares to be admitted to trading on AIM which is
expected to occur on 7 April 2008.
As a result of the issue of the shares, the issued share capital of the Company
will comprise 18,516,139 Ordinary Shares of 1p each with each Ordinary Share
carrying the right to one vote.
Jon Pither, Chairman of Northern Bear, commented: 'A1 Trucks and D J McGough
represent the eleventh and twelfth additions to our growing portfolio of
successful companies and we expect them to make positive contributions to the
Company's financial performance in 2008 and beyond. The acquisitions also
reflect Northern Bear's policy to continue to develop its business away from
the cyclical 'New Build' housing sector, which is expected to contribute less
than 15% of Northern Bear's turnover in the current financial year, and
diversify its customer portfolio.
'Last week the Company announced in a trading statement that we expect turnover
and profit before tax for the 12 months to 31 March 2008 to be at the upper end
of market expectations. Consequently, we look forward to announcing our
results in late May 2008 and the Board remains confident of the Company's
trading outlook for the coming financial year.'
Enquiries please contact:
Northern Bear Plc
Graham Forrest, Chief Executive
0191 371 2934
Strand Partners Limited
James Harris / Braden Saunders
020 7409 3494
St Helen's Capital
Ruari McGirr
020 7628 5582
Cardew Group
Tim Robertson / Shan Shan Willenbrock / David Roach
020 7930 0777
For further information on the Company please visit www.northern-bear.com
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Notes to Editors
Northern Bear is the holding company for a growing portfolio of northern based
building services businesses, currently comprising 12 businesses in total. The
Company is focused on acquiring well established, cash generative building
services businesses based in the North of England in order to expand the
portfolio of building services that the group currently offers. Northern Bear is
committed to diversifying its customer portfolio, and is successfully
implementing its policy to further develop its business away from the cyclical
'New Build' housing sector, which is expected to contribute less than 15% of
Northern Bear's turnover in the current financial year. Northern Bear is listed
on the AIM market of the London Stock Exchange under the ticker symbol 'NTBR'.
Northern Bear currently has 12 businesses in its portfolio, including:
•D J McGough (acquired April 2008)
•A1 Trucks (acquired April 2008)
•Jennings Roofing (acquired November 2007)
•Hastie D Burton (acquired June 2007)
•Chirmarn Surveying (acquired May 2007)
•Chirmarn (acquired May 2007)
•MGM (acquired February 2007)
•Floor Joist (acquired December 2006)
•Wensley Roofing (acquired December 2006)
•Springs Roofing (acquired December 2006)
•Roof Truss (acquired December 2006)
•Isoler (acquired December 2006)
This information is provided by RNS
The company news service from the London Stock Exchange