Acquisition
Walker,Crips,Weddle,Beck PLC
11 February 2005
Walker, Crips, Weddle, Beck Plc
Walker, Crips, Weddle, Beck Plc ('WCWB') announces that it has today entered
into a conditional agreement to acquire the whole of the share capital of G & E
Investment Services Limited ('G&EIS'). Based in York, G&EIS is the parent
company for the London York Group comprising six trading companies which
together provide a range of investment, fund management, and pension advisory
and management services to private and corporate UK clients predominantly across
Yorkshire and adjacent regions.
The initial consideration will comprise £1,200,000 in cash, and the allotment,
credited as fully paid, of 800,000 ordinary shares in WCWB. The conditional
acquisition agreement also provides, upon the achievement of certain profit
levels, for deferred consideration of up to £1,600,000 to be satisfied by the
issue of further shares in WCWB (the 'Further Consideration Shares').
The quantum of the deferred consideration will be dependent upon G&EIS's average
yearly profit for the three financial years to 31st March 2006, 2007, and 2008.
Subject to certain conditions, the number of Further Consideration Shares to be
issued will also be dependent upon the average mid-market price over the five
days prior to the allotment date for such shares.
The Acquisition is conditional upon, inter alia, the obtaining of certain
regulatory consents, and the approval of the shareholders of WCWB at a general
meeting. All the Directors of WCWB, and certain directors of WCWB's
subsidiaries, who together hold 19.1% of the issued share capital, will give
irrevocable undertakings to vote in favour of the requisite resolutions, as will
the holders of a further 27.6% of the share capital of WCWB. A circular
containing further details of the Acquisition, and convening the Extraordinary
General Meeting, will be posted to WCWB shareholders shortly.
Established in 1970, the London York Group is one of the leading independent
financial advisory and fund management groups in the North of England, with its
asset management company providing discretionary and non-discretionary
investment and fund management services to both private and corporate clients,
with three in-house unit trusts and PEP and ISA management services. Its
financial services business offers corporate and private financial planning
advice and, in conjunction with its pension management service, advises on
corporate and individual pension schemes and plans. The Group currently has some
£ 250 million under management.
In the financial year to 30th September 2004, on a turnover of approximately
£2.134m, audited pre-tax profits were reported at £287,638, with the
consolidated net assets of G&EIS being £871,841 at 30th September 2004.
Upon the completion of the Acquisition, David Hetherton and Robert Elliott will
be invited to join the Board of WCWB, in executive and non-executives roles
respectively. David Hetherton will enter into a service agreement with WCWB at
an initial salary of £103,950 per annum, for an initial term running until 31st
March 2008 which is the final day of the earn-out period. Robert Elliott will
complete a letter of appointment in respect of his non-executive directorship,
providing for an annual fee of £10,000 per annum.
The Directors of WCWB believe that the two businesses are complementary, and
that the Acquisition will expand and strengthen both the range of services and
the geographical spread of the WCWB Group's activities. They also believe that
new outlets for its existing range of services will be created, and will result
in the offering of a broadened range of financial, investment and fund
management services to a wider customer base.
Application will be made to the UK Listing Authority for the 800,000 new WCWB
shares to be issued as part of the initial consideration to be admitted to the
Official List and, following their allotment to the vendor shareholders of G&
EIS, admitted to trading on the London Stock Exchange. If and when further
shares in WCWB are issued as further consideration, application will also be
made for those shares to be admitted and traded.
Graham Kennedy, Chairman of WCWB, said:
'We are delighted to announce this important corporate development for
Walker Crips which further enhances our existing operations and provides the
Group with the necessary expertise to take full advantage of the regulatory
changes affecting the pensions and savings industry to be introduced in
2006. In due course we will be providing further information to our
shareholders concerning this significant acquisition. We look forward to
working closely with the directors, management and personnel of the London
York Group to develop our complementary activities successfully.'
David Hetherton, Managing Director of the London York Group, said:
'The deal is mutually sound - the beneficial synergies resulting from the
merger of the two businesses have been identified, and we believe that these
will feed through quite quickly. These, combined with the increased range of
recurring revenue streams, make for exciting prospects. I am looking forward
to joining the WCWB Board and indeed making a contribution at that level.'
Dated: 11th February 2005
Further Information:
Walker, Crips, Weddle, Beck Plc: London York:
Michael Sunderland - CEO David Hetherton - MD
Rodney Fitzgerald - CFO
Tel: 0207 253 7502 Tel: 01904 544300
This information is provided by RNS
The company news service from the London Stock Exchange