Acquisition

Aukett Group PLC 08 March 2005 FOR IMMEDIATE RELEASE 8 March 2005 AUKETT GROUP PLC Proposed acquisition of Fitzroy Robinson Limited, Change of Name, Proposed waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers Amendments to Articles of Assocation and Notice of Extraordinary General Meeting 1. Introduction On 30 November 2004, the Board announced that it was in negotiations relating to a potential acquisition by the Company of Fitzroy Robinson, the terms of which constitute a reverse takeover under the Listing Rules. The Company's Existing Ordinary Shares were accordingly suspended from the Official List and from trading on 30 November 2004, but are expected to be restored tomorrow. Today, the Company announces that it has reached conditional agreement to acquire Fitzroy Robinson for £2,277,663 (based on the share price at the close of business on 29 November 2004, being the day before the Suspension), to be satisfied by the issue to the Vendors of 72,392,431 New Ordinary Shares, representing approximately 49.99 per cent. of the Enlarged Share Capital, and £0.2 million of Loan Stock. In view of its size, the Acquisition constitutes a reverse takeover pursuant to the Listing Rules and is conditional, inter alia, on the approval of the Company's Shareholders, which is to be sought at the Extraordinary General Meeting. At the Extraordinary General Meeting, the Company will also seek the approval of the Company's Shareholders for a waiver of the obligation that the Vendors of Fitzroy Robinson would otherwise have to make a mandatory cash offer for the Company pursuant to Rule 9 of the City Code. The Board proposes to change the name of the Company to 'Aukett Fitzroy Robinson Plc'. Aukett also announces today its results for the year ended 30 September 2004. 2. Brief history and description of Aukett Aukett provides professional design services to the property and construction sectors. Its services principally comprise architecture, engineering, interior design, master planning and related disciplines. It has a network of overseas offices and informal arrangements with overseas partners that enables the Group to deliver projects for local and international clients throughout Europe. The Aukett practice was founded in 1972 as an architectural and interior design partnership. Over the subsequent 16 years the practice was incorporated as a company and developed into a multidisciplinary integrated design operation by diversifying into associated disciplines such as engineering, landscaping, master planning and graphic design. In 1988, the Company listed on the Official List of the London Stock Exchange. Over the next 14 years, the Group expanded into Europe, opening offices in the Netherlands, Germany, Spain, France, the Czech Republic, Slovakia, Poland and Italy. The added value the Group can offer to clients is two-fold. First, by using its professional expertise to facilitate the grant of planning permission for schemes, the Group can significantly increase the value of land on a developer's books. Secondly, the cost-effective and timely design and delivery of innovative schemes provide clients with a competitive edge. Fees are usually a negotiated percentage of the construction value of a project. The Group actively works with a wide range of notable clients, many of whom have built up a long term relationship with the Group. Recent and on-going projects include the award winning interior fit-out of the head office of Diageo, fit-out of studios and offices for BskyB, design of a new headquarters building for Norwich Union, refurbishment of property owned by the Royal Bank of Scotland throughout southern UK and Europe, design of Camden Town tube station in London, creation of the new National Air Traffic Service headquarters in Portsmouth, business park developments for Akeler and Slough Estates, design of the Heritage and Technical Centre for Daimler Chrysler at the historic Brooklands racing track, design and fit-out of the Radisson SAS hotel at Stansted airport, development of the Royal Docks in London, design of mixed-use residential scheme for Asda on the Isle of Dogs in London and master planning the redevelopment and regeneration of the Millbay Docks area of Plymouth. In recent years the Company's revenues declined first in the UK and then in Europe. Aukett's overdraft facility was increased from £1.0 million at 30 September 2000 to £2.3 million at 30 September 2001 and, following a write-off of some £1.3 million of work in progress, Aukett reported record pre-tax losses of £2.4 million for the year ended 30 September 2002. These events led to a restructuring of the Company and the disposal of the most significant loss making joint ventures, following which a pre-tax profit before exceptional items of £0.3 million (£0.2 million loss after exceptional items) was declared for the year ended 30 September 2003. In March 2004, as a significant shareholder in the Company, Jose Luis Ripoll called for an Extraordinary General Meeting that resulted in further Board changes, including Mr Ripoll's appointment as Chairman and Chief Executive. 3. Recent Financial Information on Aukett Aukett has today announced its results for the year ended 30 September 2004, which showed a pre-tax loss on ordinary activities of £1.2 million (2003: £0.2 million) and turnover of £12.1 million (2003: £13.6 million). Net assets at 30 September 2004 were £0.5 million (2003: £1.5 million), and net debt was £1.5 million (2003: £1.9 million). Within this net debt at 30 September 2004, £1.7 million related to a short-term net bank overdraft in the UK and £0.4 million to cash in overseas subsidiaries. The financial information set out above has been extracted without material adjustment from the financial information on Aukett as set out in full in Part II of a Circular to Shareholders dated 8 March 2005. Aukett's bank borrowings have been close to its facility limits for some time, and Aukett has had to manage its working capital accordingly. These circumstances have hampered the performance of the business and its ability to invest in the renewal of its infrastructure and in its staff. The Group currently has an overdraft facility of £2.1million, which is repayable on demand and available until 31 March 2005. Aukett has agreed increased bank facilities, conditional on Completion. In the event that the Acquisition does not complete there is no guarantee that the existing banking facility would be extended and the Directors would have to consider the Company's future financial position with its bankers. The Directors believe that the Company would in those circumstances be provided with additional time to evaluate the options going forward in respect of the future working capital needs of the Group. In view of the terms of the new banking facilities, the Board has decided to ask Shareholders to approve an amendment to the existing articles of associates of the Company by the deletion of the borrowing restrictions in Article 123. Aukett's annual report and accounts for the year ended 30 September 2004 will be posted to Shareholders in due course. 4. Background to the Acquisition The Directors believe that the Group's brand and design reputation is strong in its marketplace. In order to increase the value of the business and to take advantage of new business opportunities, the Board considers that it is necessary to increase the size and capabilities of the Company, either by an injection of further capital or by acquisition or merger. The Board has considered a number of alternative means of delivering this strategy and has determined that the best option in the interests of the Company and shareholders is the combination of its business with Fitzroy Robinson, an architectural practice also based in London. The Board believes that Fitzroy Robinson's practice complements Aukett's own business operations, that Aukett will benefit from Fitzroy Robinson's management team and financial stability and that there are commercial benefits to be derived from their combination that will enhance both businesses. On 30 November 2004, in light of the stage of the negotiations then reached regarding the Acquisition, Aukett requested that its shares be suspended from the Official List and be suspended from trading by the London Stock Exchange, pending the publication of this document. 5. Information on Fitzroy Robinson The Fitzroy Robinson Group provides architectural design, interior design, master planning and delivery services to major construction projects. Fitzroy Robinson was founded in 1955 and currently employs some 70 people. Traditionally, Fitzroy Robinson concentrated its business on commercial office projects and has worked on a number of 'keynote' buildings in the City and West End of London. During the last ten years the practice has diversified both geographically and in its market sectors, with a UK regional office being established in Bristol and the undertaking of a number of internationally based projects, mainly in Eastern Europe. In particular, Fitzroy Robinson acquired a Moscow-based architectural practice, Mikhail Mandrigin Associates, in 2003. The principal sectors in which Fitzroy Robinson's businesses operate include workplace, retail, interiors, executive architecture, heritage and hotels. The type of building projects undertaken has been broadened in recent years and, in addition to its historical base, Fitzroy Robinson is widening its reputation in corporate office developments by moving into company headquarters and business parks. The practice has a number of longer-term clients including Great Portland Estates plc, Arlington Securities Limited, Fenwick Limited and Land Securities Plc. Fitzroy Robinson's design base has been strengthened through the further recruitment of an experienced designer. Fitzroy Robinson's track record of work on major projects includes, in London: No.1 Knightsbridge, the Lanesborough Hotel, the Royal Exchange, the London Stock Exchange and in the regions: Barclaycard's headquarters building in Northampton, British Telecom's headquarters office in Glasgow, the Arlington Business Park, Reading, the HBOS new regional headquarters for Clerical Medical in Bristol, and the award winning Grove Hotel in Hertfordshire. 6. Financial information on Fitzroy Robinson Fitzroy Robinson's results for the three years to 30 April 2004 and the six months to 31 October 2004, summarised below, have been extracted without material adjustment from the Accountants' Report in set out in Part III of a circular to Shareholders dated 8 March 2005. Six months to 2002 Year ended 30 April 2004 31 October 2003 2004 £'000 £'000 £'000 £'000 Turnover 5,213 4,697 4,026 2,291 Operating profit 345 (891) 196 19 Profit/(loss) on ordinary activities before taxation 406 (852) 235 (195) Cash at bank 1,213 751 942 659 Net assets 2,209 954 1,090 981 Tenant demand in the UK declined from 2001, which resulted in four key projects being put on hold. These projects have been instructed and are now underway. The operating profit for the year ended 30 April 2003 is stated after deducting a charge of £1,757,000 in relation to a contribution by Fitzroy Robinson to the trustees of the Fitzroy Robinson Employee Benefit Trust, which was paid to a former employee. As a private company, Fitzroy Robinson has varied payments to its owner-directors between salary and dividends, thereby giving rise to a profit trend that may not be representative of underlying performance. 7. Reasons for and benefits of the Acquisition The Board believes that, in order to strengthen and develop its business, the Company needs to grow by acquisition or merger. In particular, the Directors believe that the acquisition of Fitzroy Robinson will: • Result in a larger, more financially stable business with a wider skill base, better able to compete for higher profile projects, thus meeting the aspirations of both Aukett and Fitzroy Robinson; • Improve services to clients by giving them access to a larger pool of creative talent and a skill set that combines the strengths of both firms; • Open up the potential for new business opportunities by taking advantage of a broadened client network, enhanced client services and wider geographical spread in both the UK and overseas. Aukett and Fitzroy Robinson currently have only a small number of overlapping clients. • Enhance operational and financial management, achieved by adopting best practice and disciplines from both businesses; • Improve Aukett's financial position by providing access to Fitzroy Robinson's cash balance and record of stronger financial management; and • Offer a broad range of architectural and design services to the property and construction industry. Fitzroy Robinson has particular expertise with reference to in-town work, such as heritage (listed buildings) architecture and in City of London and West End commercial development, which is complementary to Aukett's strength in out-of-town business parks and non-central London developments. It is the intention of the Board to integrate the businesses of Aukett and Fitzroy Robinson. Although this will give rise to significant non-recurring costs in the current financial year in relation to property and re-investment, it should be beneficial to the businesses overall and should facilitate economies of scale in the short to medium term. 8. Principal terms of the Acquisition Aukett has conditionally agreed to acquire the entire issued share capital of Fitzroy Robinson for a consideration of £2,277,663 (based on the share price of the Company at the close of business on 29 November 2004, being the day before the Suspension) to be satisfied by the issue to the Vendors of 72,392,431 New Ordinary Shares, credited as fully paid (representing an interest in the issued share capital of Aukett of approximately 49.99 per cent. immediately following Completion) plus £0.2 million of Loan Stock. The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the rights to dividends. The Vendors have provided customary warranties and tax indemnities to the Company in connection with the Acquisition. The Vendors will only be liable for claims made by the Company under the warranties and tax indemnities in the Acquisition Agreement when such claims, each exceeding £100,000, exceed £2,000,000 in aggregate and will then only be liable for the excess up to £277,663, being the difference between the £2,000,000 threshold and the value of the aggregate consideration received by the Vendors under the Acquisition Agreement. The £2,000,000 liability threshold is higher, and the £277,663 cap on claims is lower, than customary for deals of this size. However, the Directors have accepted the threshold and cap given the Company's current financial position, the overall merits of the Acquisition and the nature of this transaction as a merger of two businesses for paper consideration into an Enlarged Group in which the Vendors will hold approximately 49.99 per cent. on Completion. On Completion, Aukett will enter into service contracts with each of Nicholas Thompson and Raul Curiel for their employment by the Company as Chief Executive Officer and Director of European Operations, respectively. Details of these service contracts are as follows: Nicholas Thompson is currently employed by Fitzroy Robinson but this service contract will terminate on Completion. Nicholas Thompson is to be employed by the Company pursuant to a Service Agreement to be executed on the date of Completion. His employment is to continue until termination by not less that 12 months' notice by the Company or until he reaches the age of 65. If the Company terminates the Service Agreement within the period of 24 months from Completion and decides to pay him in lieu of his notice period, it must make a severance payment to Nicholas Thompson equal to the average of his remuneration in respect of the three financial years of the Company prior to the termination of his employment which includes salary, benefits and dividends paid by Fitzroy Robinson and any payments made pursuant to clause 3.7 of the shareholders' agreement dated 22 July 2002 between Fitzroy Robinson and A J Murdoch and others regulating the conduct and affairs of Fitzroy Robinson. Nicholas Thompson, whose current annual basic salary is £84,000, from 1 May 2005 is to be entitled to an annual basic salary of £102,500. Raul Curiel is currently employed by Fitzroy Robinson but this service contract will terminate on Completion. Raul Curiel is to be employed by the Company pursuant to a Service Agreement to be executed on the date of Completion. His employment is to continue until terminated by not less than 12 months' notice by the Company or until he reaches the age of 65. If the Company terminates the Service Agreement within the period of 24 months from Completion and decides to pay him in lieu of his notice period, it must make a severance payment to Raul Curiel equal to the average of his remuneration in respect of the three financial years of the Company prior to the termination of his employment which includes salary, benefits and dividends paid by Fitzroy Robinson and any payments made pursuant to clause 3.7 of the shareholders' agreement dated 22 July 2002 between Fitzroy Robinson. Raul Curiel, whose current annual salary is £84,000, from 1 May 2005 is to be entitled to an annual basic salary of £90,000. 9. The strategy for the Enlarged Group The aspiration of the Enlarged Group is to become in due course a leading commercial European architectural practice. The Directors and Proposed Directors believe that the combination of Aukett and Fitzroy Robinson provides a basis on which to seek this goal. The architectural market is fragmented with few barriers to entry at the smaller end of that market. However, the number of firms that can undertake the design and delivery of large commercial projects for multinational companies, especially on an international basis, is limited. The Directors and Proposed Directors believe that the combination of Aukett and Fitzroy Robinson will present an opportunity to become a key supplier of architectural services to larger commercial businesses in the UK and the rest of Europe. In the commercial architectural market, large-scale and mixed-use developments are becoming more of the norm. Such projects require a depth of skill only generally available in larger practices with extensive technical skills. The Directors and the Proposed Directors believe that the Enlarged Group will be well placed to increase its market share of such work. The Enlarged Group plans to focus on winning projects in the UK and on improving the performance of its existing European presence by a more focused strategy. The Directors and Proposed Directors believe that the position of the Enlarged Group will be enhanced by the potential benefits of the Acquisition, including the expansion of its core skills across a wider platform, the increase of its presence in more diversified markets and the use of a more focussed approach, to create a stronger European base. The Directors and the Proposed Directors believe that the service to clients will be strengthened by the benefits arising from the integration of the two practices. This will include increased investment in IT infrastructure, a greater pool of expertise and experienced professionals and improved financial stability. In the immediate future, the principal focus will be on: • Realising the financial benefits from the combination of the two businesses; and • Lowering the operational cost basis through the consolidation of the London offices of the two businesses into one main site. Once the above is achieved the Enlarged Group will seek to grow its business both organically and through the consideration of potential acquisitions, and seek to extend its UK regional presence in order to capture a larger share of domestic commercial projects. Other than the integration referred to above, the Enlarged Group intends to continue and to make no major changes to the businesses of both Aukett and Fitzroy Robinson and to uphold the employment rights of the employees of each respective company. 10. The Board and Management Immediately following Completion, the Board is expected to comprise four executives and two non-executives, as follows: Jose Luis Ripoll, Chairman, Arquitecto (aged 39). Jose Luis joined Aukett as Executive Chairman in 2004. He became a Spanish registered architect in 1990, training at the Madrid School of Architecture, and worked in the US and Europe before establishing the architectural practice 'Imagina' in Madrid in 1992. Nicholas Thompson, Chief Executive, BSc (Hons), MBA, ACMA, (aged 50). Nicholas currently combines the roles of Managing Director and Finance Director at Fitzroy Robinson. He joined Fitzroy Robinson in 1994 and became Managing Director in 2002. In 1993 he led the finance team of Bernard Thorpe & Partners in a merger with DTC plc, to create one of the country's leading surveying practices - DTZ plc. He has also held posts at Elsworth Sykes Architecture Limited and CNC Properties plc. Patrick Carter, Group Finance Director and Company Secretary, LLB, ACA, (aged 35). Patrick joined Aukett in 2001 and is a chartered accountant and barrister. He was appointed company secretary in July 2002 and Group Finance Director in October 2002. Prior to joining Aukett, he worked at Deloitte & Touche. Raul Curiel, Director of European operations, RIBA, M.ARCH, B.ARCH, (aged 58). Raul has aMaster of Architecture degree from the University of Minnesota. Thereafter, he practised for three years in Brazil, predominantly in the retail and residential sectors. In 1978 he joined Fitzroy Robinson in London, becoming its Chairman in 2002. Gerald Deighton, Non-executive director, RIBA, FCSD, FRSA, (aged 73). Gerry joined Aukett as a partner in 1976 and was appointed executive Chairman upon Aukett's flotation in 1988. He became non-executive Chairman in 1998 and retired in 2000. He rejoined the Company as a non-executive director in March 2004. He is a chartered architect and the former chief executive of the property division of Burton Group plc. Lutz Heese, Non-executive director, Dipl. Ing, Architekt, (aged 56). Lutz is the Chief Executive and owner of ABH-Architecturoburo Heese GmbH with whom Aukett established its joint ventures in Germany. He became a non-executive director in May 2004. He currently holds the presidency of the Bavarian Chamber of Architects in Germany. Mr Paul Newman and Mr Stephen Embley, both currently executive directors of the Group, will step down from the Board immediately following Completion of the Acquisition to concentrate on the development of the UK operation. They will continue to have key roles in the senior management of the Enlarged Group, as follows: Paul Newman, Chairman of the UK Operational Board, RIBA, BA (Arch), (aged 49). Paul joined Aukett in 1981 and is a chartered architect. Paul became a director of Aukett's main trading subsidiary in 1990, a group board director in June 2003 and Managing Director of UK operations in May 2004. It is intended that Paul will chair the UK operational board. Stephen Embley, Chairman of the UK Regional Management Board, RIBA, DipArch, (aged 47). Stephen is a chartered architect and joined Aukett in 1986. He was made a director of the UK operation in 1990 and has headed up the hotels and leisure business unit since May 2002. He was appointed to the Board in June 2003. It is intended that Stephen will be the Joint Managing Director of UK operations and will chair the UK regional board. In order to ensure that responsibility and accountability rests at the appropriate level, the Group intends to set up separate Operational Boards at the UK and European level which will steer the day to day management of the geographical entities. 11. Change of name It is proposed to change the name of the Company to 'Aukett Fitzroy Robinson Plc' following Completion. The relevant resolution to implement the Name Change will be put to the Shareholders at the EGM. 12. City Code on Takeovers and Mergers The issue of the New Ordinary Shares to the Vendors or Concert Party would normally give rise to an obligation on the Concert Party to make a Rule 9 offer to the Shareholders. No member of the Concert Party currently has an interest in the share capital of the Company. On completion of the Acquisition, the members of the Concert Party will hold 72,392,431 Ordinary Shares in aggregate, representing approximately 49.99 per cent. of the Enlarged Share Capital. The Panel has agreed to waive the obligation to make a general offer that would otherwise arise as a result of the Acquisition subject to the passing on a poll by Shareholders (who for the avoidance of doubt do not include members of the Concert Party) as set out in the Notice of Extraordinary General Meeting. Following Completion, the members of the Concert Party will between them own or control more than 30 per cent. but not more than 50 per cent. of the issued voting share capital of the Company and accordingly, under the City Code, whilst they continue to be treated as acting in concert any further increase in that aggregate shareholding will be subject to the provisions of Rule 9 of the City Code. 13. Key Points for Shareholders' Consideration Shareholders should note that, as referred to above, the Group has only agreed on-going banking facilities necessary for its business on the basis the Acquisition proceeds. Furthermore, the 'going concern' basis upon which the financial statements to 30 September 2004 have been prepared is considered appropriate by the Directors on the basis that the Acquisition is completed. Shortly before entering into the Acquisition Agreement, the Company received an approach from SMC Group plc requesting information pursuant to the provisions of the Code that may or may not lead to an alternative proposal to the Acquisition of Fitzroy Robinson. This recent approach (which could lead to an offer) does not provide at this stage any indication as to the form, structure, price and/or other terms and conditions that may result from the approach. The Board has nevertheless decided to proceed with the Acquisition, given that this alternative approach is at an early stage and in the light of the Company's financial position. In the light of this approach, it is a requirement under Rule 21 of the City Code that the Acquisition be approved by Shareholders and, accordingly, Resolution 3 will be proposed at the EGM. The Acquisition of Fitzroy Robinson will provide the Company and its Shareholders with certainty that the Board will be able to implement its strategy of carrying out a transaction to further the development of the Group. 14. Recommendation The Directors consider, in all the circumstances, that the terms of the Acquisition are fair and reasonable so far as concerns shareholders as a whole. The Directors have sought advice from Navigator Corporate Finance Limited, who concur with this view having advised the Directors that the warranty arrangements under the Acquisition Agreement have limitations that are both substantial and non-customary for a transaction of this nature, on the basis of the Board's view that the Company's financial circumstances are such that in negotiations with the Vendors it had to accept these limitations. The Directors have also accepted these warranty limitations given the overall merits of the Acquisition and the nature of this transaction as a merger of two businesses for paper consideration into an Enlarged Group in which the Vendors will hold approximately 49.99 per cent on Completion. In providing its advice, Navigator Corporate Finance Limited has taken into account the Directors' commercial assessments. The Directors consider, and have been so advised by Navigator Corporate Finance Limited, that the waiver of the Vendor's general obligations to make a general offer for the Company under the Code is fair and reasonable so far as it concerns Shareholders as a whole. In providing its advice, Navigator Corporate Finance Limited has taken into account the Directors' commercial assessments. The Directors believe that the Acquisition, the increase in share capital and authorisation to allot shares, the Name Change and the changes to the articles of association of the Company are in the best interests of the Company and its Shareholders as a whole and unanimously and strongly recommend Shareholders to VOTE IN FAVOUR OF THE RESOLUTIONS. Each of the Directors who is a Shareholder has irrevocably undertaken to vote in favour of the Resolutions in respect of their own beneficial and non-beneficial shareholdings, together being 12,264,777 Ordinary Shares, representing in aggregate 16.93 per cent. of the Company's Existing Ordinary Shares. 15. Extraordinary General Meeting In view of its size, the Acquisition is conditional on the approval of Shareholders. Shareholder approval is also required in view of the Rule 9 waiver described above. A notice convening an extraordinary general meeting of the Company has been posted to Shareholders. The EGM will take place at 11.00 a.m. on 30 March, 2005 at the offices of Speechly Bircham, 6 St Andrew Street, London EC4A 3LX. A circular of the Company dated 8 March 2005 comprising an admission document in respect of the Acquisition (the 'Circular') has been posted to Shareholders and is available at the registered office of the Company and at the offices of Speechly Bircham, 6 St Andrew Street, London EC4A 3LX during usual business hours on any weekday (public holidays excepted) up to and including the date of the EGM and thereafter until 7 April 2005 and will also be available for inspection at the EGM for at least 15 minutes prior to and during the meeting. The Circular has been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS. Pursuant to Rule 2.10 of the City Code, the Company has currently in issue 72,421,394 ordinary shares of 1p each, for which the ISIN is GB0000617950. This information is provided by RNS The company news service from the London Stock Exchange
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