Northgate PLC
05 July 2005
5 July 2005
NORTHGATE PLC
ACQUISITION OF RECORD RENT A CAR S.A.
('Record Rent' or the 'Company')
Introduction
Northgate plc ('Northgate'), the UK's leading specialist in light commercial
vehicle hire announces that it has agreed to acquire the entire issued share
capital of Record Rent, one of the largest van rental companies in Spain, for a
maximum cash consideration of €140m (£95m), subject to Record Rent's profit
after tax in the current financial year.
Information on Record Rent
Record Rent, founded in 1966, is one of the leading Spanish vehicle rental
providers. The Company operates throughout Spain in the medium to long-term
industrial vehicle rental market. It has 16 depots, a fleet of over 18,000
vehicles, and is focused on corporate clients, currently having more than 2,300
corporate customers.
The Company is 55% owned by funds managed by Mercapital, a Spanish private
equity house, 43% by the Martinez family and 2% by other shareholders. The
Chairman of the Company is Jorge Martinez and the Managing Director is Fernando
Permartin who joined the Company in 2000. Northgate intends to retain the
existing management and operate the Record Rent brand separately from its
existing Spanish brand: Fualsa.
Northgate's enlarged Spanish operation still has considerable development
potential due to the expected growth in the Spanish vehicle rental market and
the increasing trend towards commercial vehicle rental rather than ownership
(c.2% rental penetration compared to c.10% in the UK).
For the year ended 31 December 2004, Record Rent generated sales of €81.6m
(£55.3m) and profits after tax of €11m (£7.5m). These results include a profit
on disposal of a property of €2.3m before tax. At 31 December 2004, Record
Rent's net assets were €74.6m (£50.6m).
Terms of the acquisition
The acquisition will be completed in two stages. Northgate will initially
acquire 49% of the issued share capital of Record Rent for a cash consideration
of €54.8m (£37.2m) funded from Northgate's existing available bank facilities.
This stage of the acquisition is conditional on the approval of the Spanish
competition authorities and the demerger of Record Go, a subsidiary involved
solely in the provision of cars to the vacation market, both of which are
expected to complete in approximately four weeks' time.
Northgate will acquire the remaining 51% of the issued share capital of Record
Rent for a cash consideration not exceeding €85.2m (£57.8m) comprising a fixed
payment of €61.2m (£41.5m) and an additional amount equal to the profit after
tax of Record Rent for the year ending 31 December 2005 up to a maximum of €24m
(£16.3m). This stage of the acquisition will complete following the approval of
Record Rent's accounts for the year ending 31 December 2005, expected to take
place in May 2006.
Northgate and the vendors have entered into a shareholders' agreement providing
for the operation of Record Rent in the period up to completion of the second
stage of the acquisition. As part of the agreement Northgate will appoint three
of its representatives to serve as Directors of Record Rent.
Financial effects of the acquisition
The Directors of Northgate anticipate that the acquisition will be earnings
enhancing with immediate effect.
Current trading
Northgate's preliminary results for the year ended 30 April 2005 have been
announced today. In the Chairman's statement accompanying these results, the
following commentary on current trading is made:
'Since the end of the year we have experienced a weaker vehicle residual market
in the UK than in the prior financial year. In Spain, meanwhile, our fleet
growth rates are higher than those planned.'
'Despite the softer residual market and perceived weaknesses in the UK economy,
the Board remains of the opinion that we should achieve further progress towards
our planned objectives in both the UK and Spain during the forthcoming year.'
Commenting on the acquisition of Record Rent, Martin Ballinger, Chairman of
Northgate plc, said
'We are delighted to be announcing a further significant expansion of Northgate
in the Spanish market. In its first full year under Northgate ownership, Spanish
subsidiary Fualsa's result has confirmed our belief in the exceptional
opportunity afforded by the vehicle rental market in Spain.'
'The acquisition of Record Rent, an equally successful business, will enable us
to deliver a better and more cost-effective service to both sets of customers.
We look forward to working with the respective management teams in developing a
responsive, flexible enterprise throughout Spain and its territories.'
- Ends -
For further information, please contact:
Northgate plc 01325 467558
Steve Smith, Chief Executive
Gerard Murray, Finance Director
Hogarth Partnership Limited 020 7357 9477
Andrew Jaques
Barnaby Fry
This information is provided by RNS
The company news service from the London Stock Exchange
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