Trading Update/Acquisition

Begbies Traynor Group PLC 15 November 2005 RNS Release 15th November 2005 Begbies Traynor Group plc Pre-Close Trading Update and Acquisition of W3 Debt Solutions The Board of Begbies Traynor Group plc ('BTG' or 'the Group') (AIM: BEG), the UK's largest independent firm of business rescue and restructuring specialists, is pleased to provide an update on current trading in advance of interim results for the six months to 31 October 2005, which will be released on 16 January 2006. BTG has made good progress and remains on track to deliver growth in line with current market expectations and the Group's plan to double its share of the accessible corporate recovery market to 10% by the end of 2007. Despite the recent apparent upswing in the volumes of personal insolvencies, the corporate market remains stable at the levels consistently seen over the recent past. Therefore, delivery of planned growth continues to be mainly driven by acquisitions. The integration of the Group's largest acquisition to date, that of insolvency specialists Taylor, Gotham and Fry (TGF) in August, is proceeding well with pleasing progress made in merging this business with our existing South Eastern regional operation. Acquiring TGF marked an important strategic development for the Group, adding an extra level of presence in the South East. This is a region of key economic importance and one we see offering significant organic growth opportunities for all of BTG's insolvency and corporate recovery services. Also progressing to plan is the integration of MCF, the Leeds-based corporate finance operation acquired in May 2005, that specialises in advice and transactions in the mid-corporate market. We have begun the process of expanding this activity into the other major cities in which the Group operates. A longer-term Group strategic goal is to offer an increasing number of services closely related to insolvency and corporate turnaround. FDB International, the commercial investigation and security agency acquired by BTG in June, has yet to develop its potential from membership of the Group. It is receiving additional senior management input to ensure greater value is produced from the Group's investment over time. Acquisition of W3 Debt Solutions LLP BTG is now entering the rapidly-expanding volume personal insolvency market through the acquisition of W3 Debt Solutions LLP. W3 Debt Solutions began trading in September 2003, and today employs around 15 full-time staff from its office in Chorley, Lancashire. W3 Debt Solutions reported turnover of £1.1m in the year to 31st May 2005, producing profits before tax of £350,000. W3 Debt Solutions specialises in providing advice and practical support to individuals in debt. Assisting people in debt is one of the fastest-growing sectors of the overall insolvency market, which according to the latest DTI figures has grown 46% from Q3 2004 to Q3 2005. This strong rate of growth has been partly fuelled by changes introduced under the Enterprise Act that make it simpler for individuals and companies to invoke formal insolvency procedures. Growth has also resulted from the easy availability of cheap credit which has led to rising numbers of individuals borrowing beyond their means. In response to the emergent demand, the Board of BTG resolved to enter the volume personal insolvency market as an ancilliary service stream, operating under a different brand that is distinguished from BTG's existing corporate insolvency and turnaround services. The terms of the transaction are as follows: BTG has acquired Insolvency Advice Limited, (which was owned and controlled by Ric Traynor and Andrew Dick, Executive Directors of BTG) which owned 51% of W3 Debt Solutions for £1.36m satisfied by the issue of 1,133,333 new ordinary shares in BTG to Ric Traynor and Andrew Dick. In addition, an earn-out consideration is payable (also in shares in BTG to be issued at the time of measurement) based on 6.75 times the increase in taxed earnings of W3 Debt Solutions in the year to 31 October 2006. Immediately after being acquired by BTG, Insolvency Advice Limited acquired a further 25% interest in W3 Debt Solutions from Greg Mullarkey (its chief executive), leaving him with a minority interest of 24% of the goodwill value of the business. Greg receives an initial consideration comprising 276,732 shares in BTG and a cash payment of £334,000. Greg is also entitled to a deferred consideration of £333,000 in cash, subject to abatement at £10 for every £1 that the taxed profits of W3 Debt Solutions for the year ending 31 October 2006 fall short of £235,000. Greg has also been granted a put option, whereby his remaining 24% minority interest can be sold to BTG. The consideration will be based on profits for the year ended 31st October 2008. If Greg exercises this put option he will receive a consideration which equates to 24% of seven times post tax profits for that year, subject to a cap of £5m. As disclosed above, pre-tax profits for the year ended 31st May 2005, based on unaudited accounts were £350,000, before partnership drawings. This equates to £230,000 after allowing for the basic remuneration for Greg as an ongoing member of the LLP. The business currently has some 900 Individual Voluntary Arrangements under management and is adding over 45 new cases per month. The value of net tangible assets acquired with the business is estimated at £400,000, which is represented by partners capital accounts. Insolvency Advice Limited will replace the proportion of Greg Mullarkey's capital account that is to be repaid to him following the transaction of approximately £100,000. Going forward, the Directors anticipate that the growth of W3 Debt Solutions will be enhanced by internal referrals from the existing Group network of offices and contacts. The acquisition of W3 Debt Solutions is anticipated to have a modest positive impact on earnings in the current year and the benefits are expected to be more significant in 2006/07. The Directors, other than Ric Traynor and Andrew Dick, consider, having consulted with BTG's advisers Shore Capital & Corporate, that the terms of the transaction are fair and reasonable insofar as BTG shareholders are concerned. New share issues Mark Fry and Jamie Taylor, two partners who joined BTG following the TGF acquisition in August, have each subscribed, in cash, for 275,417 new BTG ordinary shares at 120p per share. These shares were issued by the Group under its existing authority. In addition, Mark and Jamie have each acquired 141,250 shares from other senior members of the BTG Group. BTG has also bought-in the 25% minority interest in its South West business from Ian Walker, who remains with the Group, for £150,000 in cash plus the issue of 41,782 shares in BTG. Following the issue of these additional new ordinary shares and the addition of the shares being issued in consideration of W3 Debt Solutions, the Group will have a total of 74,212,056 ordinary shares in issue. The new ordinary shares are expected to trade on AIM on 18th November 2005. Ric Traynor and Andrew Dick's shareholdings in the Group (including family interests), following the acquisition and other share issues are 30,916,960 shares (41.7%) and 12,266,781 shares (16.5%) respectively. Their combined percentage holding in BTG of 58.2% remains unaltered as a result of the above transactions overall. Ric Traynor, Executive Chairman of Begbies Traynor Group, comments: 'I am pleased with the Group performance in the first half of the year, with revenues and profits growing according to our business plan. We are particularly pleased to have successfully completed five acquisitions in 2005, and we continue to pursue other opportunities to bring profitable firms into the Group. Mark Fry and Jamie Taylor have reconfirmed their commitment to the Group, after joining us in August, by investing £1m in BTG equity, both through subscription for new shares and facilitating modest planned disposals by a number of partners whose initial holdings are now out of their lock-in period. We have watched closely the personal insolvency market, and waited for the appropriate moment to progress the acquisition of W3 Debt Solutions. To be profitable servicing the volume personal insolvency market requires a different set of skills and processes compared to those required for larger scale corporate work. We are delighted that we can now address this fast-growing market under the W3 Debt Solutions brand as part of the BTG group and are extremely pleased to welcome Greg and his team.' Enquiries, please contact: Ric Traynor Neil Boom/Rosemary Acfield Executive Chairman Gresham PR Ltd. Begbies Traynor Group plc 020 7404 9000 0161 839 0900 Mike Sawbridge Shore Capital & Corporate Limited 0151 600 3722 Notes to Editors About Begbies Traynor Group plc The Group specialises in business insolvency management and is becoming increasingly active in the area of personal insolvency. It also offers services in corporate rescue and forensic investigation and has entered the field of corporate finance through the acquisition of MCF Corporate Finance. In addition, the Group recently acquired FDB International, an established commercial investigation and security agency. The Group has grown to its current network of 30 nationwide offices ranging from Scotland to the South West of England, with over 300 operatives. The Company continues to pursue its strategy of organic development, coupled with the acquisition of specialist knowledge of both individuals and firms, to further increase its market share in its core services. The Directors believe that the Group is the UK's largest independent insolvency, corporate rescue and recovery specialist with clients ranging from major institutions to individuals with business difficulties. The Office Network The Group operates with 60 licensed insolvency appointment takers, some 220 fee earning staff and 65 in support and administration. The Group operates from 30 locations of which five are regional offices, a further twelve are full offices and thirteen are satellites. Business Activities The core business of the Group is the formal administration of insolvencies including receiverships, liquidations, administrations, company voluntary arrangements and business-related personal insolvencies. The Group has extended its activities into a range of consultancy services including corporate rescue, credit management, forensic and investigation services and corporate finance. This information is provided by RNS The company news service from the London Stock Exchange
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