Proposed Acquisition
Speedy Hire PLC
14 June 2007
14 June 2007
SPEEDY HIRE Plc
Proposed Acquisition of Hewden Tools
Arrangement of £325m debt facilities and proposed 9.5 per cent. equity placing
Speedy Hire Plc ('Speedy Hire') is pleased to announce the proposed acquisition
of the trade and assets of the tool hire division ('Hewden Tools') of Hewden
Stuart Plc, a wholly owned subsidiary of Finning International Inc.
KEY ACQUISITION HIGHLIGHTS
• Proposed acquisition of Hewden Tools for a total consideration of
£115m in cash
• Acquisition consolidates Speedy Hire's position as the UK's leading
hire company
• A transformational deal, strengthening Speedy Hire's customer
offering and service
• Significant increase in Speedy Hire's geographic coverage and scale
of operations - the enlarged Group will have over 540 depots, of which
402 will be in the tool hire division
• Enlarged and diversified customer base of approximately 100,000
customers providing additional cross-selling opportunities
• Substantial operating and revenue synergy potential across the
enlarged Group
• Acquisition funded through new debt facilities of £325m; proposed
9.5% equity placing to provide Speedy Hire with additional flexibility
for future investment
• Earnings neutral in the first full year and materially accretive
thereafter
Commenting, Steve Corcoran, Chief Executive of Speedy Hire said:
'This is a transformational acquisition for Speedy Hire which is consistent with
our strategy of growing the business organically and through acquisition. This
acquisition is an excellent strategic and cultural fit. It brings with it 1,200
knowledgeable and highly experienced people with complementary skills, operating
a similar business model to our own in a closely related area of the market.
The transaction enables us to consolidate our position as number one in the UK
hire market, enlarge our customer base and create further cross-selling
opportunities. It also improves our customer service capability through having
a significantly enlarged depot network.'
For further information:
Speedy Hire Plc Rothschild Oriel Securities Limited Hudson Sandler
Steve Corcoran Richard Bailey Adrian McMillan Nick Lyon
Chief Executive Natalie Fortescue Wendy Baker
Neil O'Brien Kate Hough
Group Finance Director
Tel: 01942 720 000 Tel: 0161 827 3800 Tel: 0207 710 7600 Tel: 0207 796 4133
SPEEDY HIRE Plc
14 June 2007
Proposed Acquisition of Hewden Tools
Arrangement of £325m debt facilities and proposed 9.5 per cent. equity placing
Speedy Hire Plc ('Speedy Hire' or the 'Company') is pleased to announce the
proposed acquisition of the trade and assets of the tool hire division ('Hewden
Tools') of Hewden Stuart Plc (the 'Vendor'), a wholly owned subsidiary of
Finning International Inc. (the 'Acquisition'). Hewden Tools operates a network
of 188 depots in the UK, with a workforce exceeding 1,200 employees. When
combined with Speedy Hire's existing depot network, the enlarged Group will have
over 540 depots throughout the UK, of which 402 will be in the tool hire
division, and employ in excess of 5,000 people. The acquisition consolidates
Speedy Hire's position as the UK's largest hire company with revenues in excess
of £400m.
The total consideration payable for the Acquisition is £115m in cash, subject to
adjustments by reference to completion accounts. To finance the Acquisition,
Speedy Hire has arranged new debt facilities of £325m through two primary
members of its existing banking syndicate, an increase of £115m over Speedy
Hire's existing debt facilities of £210m.
In addition, Speedy Hire announces that it is today placing with institutional
investors 4,359,800 new ordinary shares of 5 pence each ('Placing Shares') at a
price of 1250 pence per share, representing approximately 9.5 per cent. of
Speedy Hire's existing issued share capital (the 'Placing'). The Placing is to
help fund the Acquisition and to ensure that Speedy Hire has the flexibility to
continue to invest at appropriate levels in its business. The Placing, which is
being undertaken in full today, comprises two equal tranches, as described
further below. The first tranche comprising half of the Placing Shares (the '
Firm Placing Shares') is not conditional on the Acquisition and has been
underwritten by Oriel Securities Limited - the Firm Placing Shares are expected
to be admitted to trading on 20 June 2007. The second tranche of 2,179,900
Placing Shares (the 'Conditional Placing Shares') is conditional on completion
of the Acquisition and the passing of certain share capital resolutions at the
forthcoming AGM. The Conditional Placing Shares have not been underwritten and
are expected to be admitted to trading on 2 August 2007.
The Acquisition is consistent with Speedy Hire's strategy of profitably growing
its UK businesses through acquisitions that provide market consolidation, brand
stretch or improved geographic coverage.
Acquisition highlights
• Hewden Tools is an excellent strategic and cultural fit with Speedy
Hire and is expected to benefit from Speedy Hire's clear focus on tool
and equipment hire
• Creates an enlarged customer base of approximately 100,000 customers
across a wide range of sectors. Hewden Tools has a complementary
customer base to that of Speedy Hire with particular strength in the
industrial and local authority markets
• Enables Speedy Hire to provide an improved level of customer service
to existing and new customers, through the expansion of current
specialist depots, more centres of excellence, a larger fleet of
assets for hire and a diversified product range
• Significant increase in Speedy Hire's geographic coverage and scale
of operations, with depots increasing from 361 to over 540 locations,
of which 402 will be in the tool hire division. All depots are
expected to be rebranded to Speedy Hire by the end of December 2007
• Provides Speedy Hire with a larger and stronger operating platform
to take advantage of opportunities in the consolidating UK hire market
• Substantial operating and revenue synergy potential, with additional
cross-selling opportunities from the enlarged and diversified customer
base
• The Acquisition is expected to be earnings neutral in its first full
year (to 31 March 2009), and materially accretive thereafter
• Following initial investment and reorganisation, it is anticipated
that the enlarged tool hire division will be highly cash generative
• Return on capital is expected to be greater than the weighted
average cost of capital in the year ending 31 March 2010
Hewden Tools
Hewden Tools operates a complementary business model to Speedy Hire with a
strength in tool hire to industrial, construction and engineering customers.
Hewden Tools hires a wide range of products including industrial power tools,
lifting gear, surveying equipment, power generation, compressed air, access
products and support systems.
Hewden Tools operates a network of 188 depots located in England, Scotland and
Wales, and employs over 1,200 highly experienced employees who will transfer to
Speedy Hire on completion.
For the year ended 31 December 2006, Hewden Tools reported unaudited turnover of
£89.8m and EBITDA of £23.5m, with unaudited gross assets as at the year end of
£63.2m.
Hewden Tools is one of a number of divisions of the Vendor. The Vendor's other
divisions, including the Plant Hire, Accommodation Hire and Site Services
operations, will be retained by the Vendor following completion of the
Acquisition.
Acquisition Agreement
Speedy Hire has entered into an agreement to acquire Hewden Tools on a cash and
debt free basis from the Vendor, for a total cash consideration of £115m, as
adjusted by reference to completion accounts.
Completion of the Acquisition is conditional upon satisfactory clearance from
the Office of Fair Trading. The Board of Speedy Hire is confident of obtaining
such clearance and the Acquisition is not conditional upon the Placing.
Completion of the Acquisition is expected to occur on 31 July 2007.
The Placing
Speedy Hire is proposing to issue 4,359,800 new ordinary shares of 5 pence each,
representing approximately 9.5 per cent. of the Company's existing issued share
capital. The new ordinary shares will be offered to existing institutional
shareholders at 1250 pence per share, representing a discount of 0.6 per cent.
to the volume weighted average price at which Speedy Hire shares were traded on
13 June 2007 and raising approximately £54.5m, before expenses.
The Placing, which will be undertaken in full today, comprises two tranches.
The first tranche of 2,179,900 new ordinary shares of 5p each comprising the
Firm Placing Shares is not conditional on the Acquisition and has been
underwritten by Oriel Securities Limited. The Firm Placing Shares represent
approximately 4.7 per cent. of the Company's existing issued share capital. The
Firm Placing Shares will be issued credited as fully paid and will rank equally
in all respects with the existing ordinary shares of Speedy Hire, including the
right to receive all future dividends and other distributions, including, for
the avoidance of doubt, the proposed final dividend of 11.5 pence per share
payable to shareholders on the Company's register on 22 June 2007. Application
will be made for the Firm Placing Shares to be admitted to the Official List and
to be admitted to trading by the London Stock Exchange on its market for listed
securities ('First Admission'). The placing of the Firm Placing Shares is
conditional only on First Admission, which is expected to take place on 20 June
2007.
The second tranche of 2,179,900 new ordinary shares of 5p each comprising the
Conditional Placing Shares also represents approximately 4.7 per cent. of the
Company's existing issued share capital. The Conditional Placing Shares will be
issued credited as fully paid and will rank equally in all respects with the
existing ordinary shares of Speedy Hire, including the right to receive all
future dividends and other distributions, but excluding, for the avoidance of
doubt, the proposed final dividend of 11.5 pence per share payable to
shareholders on the Company's register on 22 June 2007. Application will in due
course be made for the Conditional Placing Shares to be admitted to the Official
List and to be admitted to trading by the London Stock Exchange on its market
for listed securities ('Second Admission'). The placing of the Conditional
Placing Shares is conditional upon the following:
• Resolutions being passed at Speedy Hire's forthcoming annual general
meeting (expected to take place on 17 July 2007) to authorise Speedy
Hire's directors to allot and issue the Conditional Placing Shares on a
non pre-emptive basis;
• Completion of the Acquisition; and
• Second Admission.
Completion of the Acquisition is expected to take place on 31 July 2007 and
Second Admission is expected to be on 2 August 2007.
New debt facilities
In conjunction with the Acquisition, Speedy Hire has secured revised debt
facilities of £325m from Barclays Capital and The Royal Bank of Scotland plc,
which are underwritten by Barclays Bank PLC and The Royal Bank of Scotland plc,
the two primary members of Speedy Hire's current banking syndicate. These
facilities will replace Speedy Hire's existing debt facilities of £210m. The
new debt facilities have been arranged with a margin broadly in line with Speedy
Hire's existing debt facilities and for a five year term.
Steve Corcoran, Chief Executive said:
'This is a transformational acquisition for Speedy Hire which is consistent with
our strategy of growing the business organically and through acquisition. This
acquisition is an excellent strategic and cultural fit. It brings with it 1,200
knowledgeable and highly experienced people with complementary skills, operating
a similar business model to our own in a closely related area of the market.
The transaction enables us to consolidate our position as number one in the UK
hire market, enlarge our customer base and create further cross-selling
opportunities. It also improves our customer service capability through having
a significantly enlarged depot network.'
For further information, please contact:
Speedy Hire Plc
Steve Corcoran, Chief Executive
Neil O'Brien, Finance Director
Telephone: 01942 720 000
Rothschild
Richard Bailey
Telephone: 0161 827 3800
Oriel Securities Limited
Adrian McMillan
Natalie Fortescue
Telephone: 0207 710 7600
Hudson Sandler
Nick Lyon
Wendy Baker
Kate Hough
Telephone: 0207 796 4133
Note to editors:
Speedy Hire is the number one provider of equipment hire services in the UK,
operating from 361 depots throughout the UK. The Group is focused primarily on
tool hire, with complementary businesses specialising in portable accommodation,
lifting equipment, surveying and measurement instruments and compressed air and
power generating equipment.
Further information is available on the company's website:
www.speedyhire.plc.uk
N M Rothschild & Sons Limited ('Rothschild'), which is authorised and regulated
by the UK Financial Services Authority, is acting for Speedy Hire and no one
else in connection with the subject matter of this announcement and will not be
responsible to anyone other than Speedy Hire for providing the protections
afforded to clients of Rothschild or for providing advice in relation to the
subject matter of this announcement.
Oriel Securities Limited ('Oriel'), which is authorised and regulated by the UK
Financial Services Authority, is acting for Speedy Hire and no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than Speedy Hire for providing the protections
afforded to clients of Oriel or for providing advice in relation to the subject
matter of this announcement.
This announcement does not constitute an offer to sell or the solicitation of an
offer to acquire ordinary shares in the share capital of Speedy Hire ('Shares').
The information contained in this announcement is not for release, publication
or distribution to persons in the United States, Australia, France, Canada,
Japan, New Zealand or the Republic of South Africa. This announcement is not an
offer of securities for sale into the United States. The Shares have not been
and will not be registered under the US Securities Act of 1933, as amended, and
may not be offered or sold, directly or indirectly, in the United States absent
registration or an exemption from registration. The Shares have not been and
will not be registered with any regulatory authority of any state within the
United States. There will be no public offer of securities in the United States.
Certain statements in this announcement are forward-looking statements. These
forward-looking statements speak only as at the date of this announcement. Such
statements are based on current expectations and beliefs and, by their nature,
are subject to a number of known and unknown risks and uncertainties that could
cause actual results and performance to differ materially from any expected
future results or performance expressed or implied by the forward-looking
statement. There are several factors which could cause actual results to differ
materially from those expressed or implied in the forward-looking statements.
These factors include Speedy Hire's ability to successfully combine the
businesses of Speedy Hire and Hewden Tools and to realise expected synergies
from that combination, changes in global, political, economic, business,
competitive, market or regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or dispositions. The
information and opinions expressed in this announcement are subject to change
without notice and none of Speedy Hire, Rothschild or Oriel assumes any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein, regardless of whether those
statements are affected by the results of new information, future events or
otherwise.
No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that Earnings per
Share for the current or future financial years would necessarily match or
exceed the historical published Earnings per Share.
This information is provided by RNS
The company news service from the London Stock Exchange