Solitaire Group PLC
24 September 2003
24 September 2003
SOLITAIRE GROUP PLC
Solitaire is a leading national provider of property management services
Acquisition of Freehold Managers PLC
'A major acquisition for Solitaire'
Solitaire Group PLC ('Solitaire'), an AIM- listed leading national provider of
property management services, announces that it has acquired the entire issued
share capital of Freehold Managers PLC ('FMP') for an estimated total (including
earn out) of £5.96 million.
Highlights
Purchase of FMP represents an excellent operational fit with Solitaire. The
acquisition will be substantially earnings enhancing.
• The initial payment of £3,950,000 will be satisfied by cash and shares
plus an earn out over three years, estimated to be £2,010,000
• Enlarged group to benefit from the cross-referral of business and from
increased purchasing power
• Solitaire to benefit from FMP's ability to fund independently its own
growth and expansion
• FMP manages the ground rent investment portfolio of the Freehold
Investment Trust ('FIT'), comprising 37,000 properties valued at over £40m;
FIT's net assets are in excess of £50m
• FMP's turnover for the year to 30 June 2003 was £1.5m,with adjusted
pre-tax profit of £0.85m
The acquisition of FMP is for an estimated total (including earn out) of
£5,960,000. The initial total consideration amounts to £3,950,000 and has been
satisfied by £690,000 in shares to the two vendors (197,500 shares at 350p
each) and £3,260,000 in cash.
The shares will rank pari passu with the existing issued shares and application
has been made for admission for trading of those shares on AIM. The vendors have
agreed not to dispose of their shares for three years other than in exceptional
circumstances.
The shareholders of FMP will receive an estimated additional payment over the
next three years of £2,010,000 if certain performance targets are met, such
payment to be satisfied by a mixture of cash and shares in the same ratio as the
initial payment. Solitaire will finance the cash element of the acquisition
from existing borrowing facilities.
Freehold Managers PLC
FMP, an unquoted company, actively manages the ground rent investment portfolio
of the Freehold Investment Trust ('FIT'), comprising 37,000 properties. FIT is
an unregulated UK collective investment scheme sponsored by Close Brothers
Investment Limited and the trustees of which are Close Trustees (Isle of Man)
Limited. The net asset value of FIT is currently in excess of £50m and the
property portfolio is valued in excess of £40m.
The turnover of Freehold Managers PLC in the year to 30 June 2003 was £1.5
million. Audited unadjusted pre tax profit was £600,000 (£850,000 after adding
back non recurring costs).
The income of FMP comprises fees earned for acquiring, actively managing and
administering the ground rent investment portfolio of FIT. FMP also receives
certain performance related fees from FIT.
The two directors of FMP (Ian Read and David Joseph) have agreed to remain as
directors of FMP for the next three years and to continue managing that
business. In addition, Ian Read will become an executive director of Solitaire.
Graham Shapiro, Joint Managing Director, Solitaire Group Plc commented:
'This is an excellent and substantially earnings enhancing acquisition for
Solitaire in a complementary area to our core property management business. We
look forward to working with the FMP team to develop and grow the business of
the group '.
For further information:
For further information:
Graham Shapiro, Tel: 0208 449 6125
Joint Managing Director
Solitaire Group Plc
Tarquin Edwards / Chris Steele Tel: 0207 929 5599
Holborn Public Relations Limited
This information is provided by RNS
The company news service from the London Stock Exchange
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