First Day of Dealings
Scott Wilson Group plc
15 March 2006
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
This is an advertisement and not a prospectus. Investors should not subscribe
for the shares referred to in this advertisement except on the basis of the
information contained in the prospectus. The prospectus has been approved by the
UK Listing Authority. This advertisement has not been so approved. Copies of the
prospectus are available from Brewin Dolphin Securities Limited ("Brewin
Dolphin") 7 Drumsheugh Gardens, Edinburgh, EH3 7QH and
www.corporatebroking.brewin.co.uk.
For immediate release Wednesday, 15 March 2006
Scott Wilson Group plc
First day of dealings - admission to the Official List and to trading on the
London Stock Exchange
Market capitalisation of £112 million at placing price of 158 pence per share
Scott Wilson Group plc ("Scott Wilson" or "the Company"), the international
consultancy offering integrated professional services for civil and structural
engineering projects, transportation, environmental studies and institutional
development, is pleased to announce completion of its admission to the Official
List and that unconditional dealings in its ordinary shares on the London Stock
Exchange ("Admission") commenced at 8.00am today.
Brewin Dolphin acted as Sponsor and Financial Adviser in relation to the Placing
and Admission.
Placing highlights:
• Brewin Dolphin, the Company's broker, placed approximately 43.1 million ordinary
shares raising approximately £68.1 million before expenses for the Company, and
also placed approximately 2.2 million ordinary shares raising approximately
£3.5 million on behalf of selling shareholders.
• The shares were placed with a wide range of institutional and professional
investors in the United Kingdom, having been oversubscribed at the higher
end of expectations.
• Scott Wilson has a market capitalisation of approximately £112 million on
Admission. The percentage of the enlarged issued ordinary share capital that
was the subject to the Placing ("the free float") is approximately 63.9%.
• Scott Wilson will be included in the Support Services sector and has an EPIC
code of SWG.L.
• The Placing has raised approximately £68.0 million, gross of expenses, for the
Company which will be used as follows:
Repayment of bank debt £11.9m
Settlement, in part, of Pre-Incorporation Liabilities £12.7m
Top-up contribution to the Scott Wilson Pension Schemes £23.4m
Cash resources to provide additional working capital financing £14.0m
Payment of the flotation expenses £6.0m
Reasons for Admission
• The Company has sought a listing in order to:
- establish a more appropriate capital structure for the next phase of its growth
strategy;
- raise the profile of the Company;
- assist in retaining and incentivising its employees;
- secure a more diversified ownership structure as well as providing liquidity
for retired or retiring employee investors.
• The Placing has raised funds to strengthen the Company's balance
sheet in order to:
- finance organic growth;
- facilitate further selective acquisitions.
Placing statistics:
Placing Price per Ordinary Share 158p
Total number of Ordinary Shares being placed, comprising: 45,296,445
Number of Subscription Shares being placed on behalf of the Company 43,052,477
Number of Sale Shares being placed on behalf of the Sellers 2,243,968
Number of PILs Shares allotted by the Company pursuant to the
PILs Settlement Offer in conjunction with the Placing 700,531
Number of Ordinary Shares in issue following the Placing 70,858,408
Market capitalisation at the Placing Price £112.0 million
Estimated total net proceeds of the Placing to be received by the
Company £62.0 million
Value of Pre-Incorporation Liabilities settled by the allotment of
PILs Shares £1.1 million
Estimated net proceeds of the Placing to be received by the
Sellers £3.5 million
Percentage of the enlarged issued ordinary share capital the
subject of the Placing 63.9%
Commenting on the Placing, Geoff French, Chairman of Scott Wilson said:
"We are delighted to have successfully completed our Admission to the Official
List and that trading on the London Stock Exchange started today. We welcome all
our new investors as shareholders of Scott Wilson.
"We believe that the Placing and Admission will strengthen Scott Wilson's
balance sheet thereby financing organic growth and facilitating further
selective acquisitions. We expect it will enable Scott Wilson to accelerate its
growth and thereby sustain or improve its position amongst its peers."
For further information please contact:
Scott Wilson Group plc www.scottwilson.com
Geoff French, Chairman 01256 310 200
Brewin Dolphin 0131 225 2566
Sandy Fraser/Alexander Dewar
Smithfield 020 7360 4900
Reg Hoare/Katie Hunt/George Hudson
An analyst presentation will be held at 11.15 for 11.30am today at Smithfield's
offices, 10 Aldersgate Street, London, EC1A 4HJ. Please contact Smithfield if
you would like to attend.
Print resolution images are available for the media to view and download from
www.vismedia.co.uk
Notes to editors:
Scott Wilson is an international consultancy offering integrated professional
services into four principal sectors: transportation, property, the environment
and natural resources. It was ranked as the ninth largest UK-based engineering
consultant by fee income for the calendar year 2004 in the New Civil Engineer
2005 annual survey.
The Company earned approximately 67 per cent. of its revenue over the three
years to 30 April 2005 in the UK and approximately 33 per cent. overseas. The
Company has an existing network of international offices controlled through five
regional centres in Warsaw, Johannesburg, Delhi, Bangkok and Shanghai/Hong Kong.
Scott Wilson has strong relationships with UK government departments,
non-governmental agencies, multinational companies, national governments and
supranational funding bodies. In the financial year ended 30 April 2005, 32 of
the Company's clients were billed over £1 million and the top 55 of the
Company's clients (which exceeded 1,500 in total) accounted for aggregate fees
in excess of £100 million.
Important clients and partners include Network Rail, the Highways Agency,
Balfour Beatty, Alfred McAlpine, Cross London Rail Links, English Partnerships,
Defence Estates and the Roads Service Northern Ireland.
Well known projects on which Scott Wilson has worked include The Eden Project,
Bangkok Airport, Manchester Airport, Portsmouth's Spinnaker Tower, the UK West
Coast Route Modernisation and Victoria Station and a number of London
Underground stations.
Company highlights:
• A history of growth, both organic and through acquisitions, having expanded
both the breadth of its service offerings from its engineering roots,
and the geographic markets in which it operates
• The Company's overall objective is sustained growth in revenue, margins and
shareholder value by building on its position as one of the leading UK-based
international engineering consultancies as measured by fee income
• Scott Wilson is actively pursuing a strategy of organic investment and
appropriate acquisitions to:
- expand both in the UK and internationally, based around its existing network
of international offices; and
- strengthen its service offering and market share in its core sectors by building
upon its existing technical resource.
• Scott Wilson key strengths and differentiators include its:
- brand;
- high quality technical staff;
- sector expertise;
- services integration;
- international coverage.
• The Executive Directors collectively have 100 years of service to the Company
Financial highlights:
• In the financial year ended 30 April 2005 the Company had revenues of £160.0
million and an adjusted EBITA of £7.8 million as reported under IFRS
• Consistent revenue growth averaging approx. 10% per annum in the past three
financial years ended 30 April 2005
• 2005 adjusted EBITA margin of 4.3% on net revenue (2004: 3.9%; 2003:4.0%)
as reported under UK GAAP
• In the 6 months ended 31 October 2005 the Company earned an adjusted EBITA
margin of 6.5% and achieved net revenue growth of 13.4% as reported under
IFRS. During this period it has secured a number of new long term contracts
resulting in a record order book
• The first dividend to be declared by the Company following Admission is expected
to be an interim dividend payable in respect of the financial year ending
30 April 2007.
The Company's Directors are:
• Geoff French, Chairman
• Stuart Doughty CMG, Non-Executive (Senior Independent Director)
• James Newman, Non-Executive
• Pelham Allen, Non-Executive
• Hugh Blackwood, Joint Chief Executive
• Ron Wall, Joint Chief Executive
• Stephen Kimmett, Group Finance Director
The contents of this announcement, which has been issued by and is the sole
responsibility of Scott Wilson has been approved solely for the purposes of
section 21 of the Financial Services and Markets Act 2000 by Brewin Dolphin, 7
Drumsheugh Gardens, Edinburgh EH3 7QH. Brewin Dolphin is authorised and
regulated by the Financial Services Authority.
Brewin Dolphin is acting for Scott Wilson and no one else in connection with the
Placing and will not be responsible to any other person for providing the
protections afforded to their respective clients or for providing advice in
relation to the Placing. No offer or invitation to acquire shares in Scott
Wilson is being made by or in connection with this announcement.
This announcement does not constitute a recommendation concerning the Placing.
The value of shares can go down as well as up. Past performance is not a guide
to future performance. Potential investors should consult a professional adviser
as to the suitability of any investment for the individual concerned.
Neither Brewin Dolphin nor the Company nor any other person makes any guarantee,
representation or warranty, express or implied, as to the accuracy, completeness
or fairness of the information and opinions contained in this press release, and
no reliance should be placed on such information. None of Brewin Dolphin, the
company or any of its directors, officers or employees accept responsibility or
liability whatsoever for any direct or consequential loss howsoever arising from
any use of this press release or its contents or otherwise arising in connection
therewith.
This announcement does not constitute an offer of, or the solicitation of an
offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction
to whom or in which such offer or solicitation is unlawful and, in particular,
is not for release, publication or distribution in or into the United States,
Australia, Canada or Japan.
The Placing has not been and will not be registered under the US Securities Act
of 1933, as amended (the "Securities Act") or under the applicable securities
laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary
Shares may not be offered or sold in Australia, Canada, Japan or the United
States.
The contents of neither this press release nor the prospectus to which it refers
should be construed as legal, business or tax advice.
Any individual who is in any doubt about the investment to which this press
release relates should consult an authorised person specialising in advising on
investments of this kind.
- Ends -
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The company news service from the London Stock Exchange