Tolent Stmt.re Demerger, etc.

AMCO CORPORATION PLC 6 August 1999 TOLENT PLC ('Tolent or 'the Company') DEMERGER FROM AMCO CORPORATION PLC ('Amco') ADMISSION TO THE ALTERNATIVE INVESTMENT MARKET ('AIM') PROSPECTUS PUBLISHED The prospectus for the flotation on AIM of Tolent, the building and civil engineering group, has been published today. The nominated adviser and nominated broker is Bell Lawrie Wise Speke. Tolent carries out a wide range of construction work in both the public and private sectors on a national basis from offices in Tyneside, Teeside, Yorkshire, Manchester and London. MAIN POINTS * Entire issued share capital in Tolent issued to Qualifying Amco Shareholders * Turnover and profits increased every year since 1996 * Tolent interim results ahead of budget and ahead of last year * Increased volume of negotiated work * Order book stands at £45 million * Trading in the ordinary shares expected to commence on 1 September 1999 CUSTOMER BASE Building repair, refurbishment and maintenance work has been carried out on a regular basis for a number of large companies, which include: * Goldman Sachs * British Steel * I.C.I. * Du Pont * B.A.S.F. * B.P. * Helios Properties * Priority Sites. Construction work has been carried out in the past for: * The M.C.C. at Lord's Cricket Ground * Durham County Cricket Club * Pioneer * Sumitomo Bank * Enterprise Oil KEY STRENGTHS The Directors believe that the key strengths of Tolent are: * strong client relationships, often leading to repeat business * established reputation for quality and ability to meet deadlines * large and stable directly employed workforce * majority of turnover is derived from negotiated tender rather than competitive tender Stuart Gordon, the Chairman of Tolent, said. 'We have an excellent customer base and are well-placed to continue our expansion. Enquiry levels are high and the flotation on AIM will undoubtedly be beneficial when it comes to tendering for new projects. 'This is a significant step forward for the Group and I am confident that we will grow more rapidly as an independent quoted company.' For further information: Tolent PLC Stuart Gordon (Chairman) 01709 828218 Ian Swire (Finance Director) 01709 828218 Bell Lawrie Wise Speke Mark Brady / Keith Salisbury 0161 839 4222 Binns & Co Public Relations Brian Coleman-Smith / Simon Ellis / Neil Camp 0171 786 9600 TOLENT PLC ('Tolent or 'the company') DEMERGER FROM AMCO CORPORATION PLC ('Amco') ADMISSION TO THE ALTERNATIVE INVESTMENT MARKET ('AIM') PROSPECTUS PUBLISHED SUMMARY OF THE DEMERGER The company and Amco have agreed that, subject to the passing of the Resolutions, Amco will transfer the entire issued share capital of Tolent Corporation to the Company in consideration for which the Company will issue the Demerger Shares to Qualifying Amco Shareholders. Upon the Demerger becoming effective, Tolent Corporation will become a wholly owned subsidiary of the Company. As a result of the Demerger, Qualifying Amco Shareholders will be able to benefit directly from a shareholding in the Company. The Directors believe that the listing of the Company's shares on AIM will raise the profile and status of the Tolent Group and will in due course provide more direct access to public sources of long term finance. TRADING RECORD The trading record of the Tolent Group for the three financial years and six months ended 30 June 1999 is summarised below. Year ended 31 December 6 months (Audited) ended 30 June (Unaudited) 1996 1997 1998 1999 £'000 £'000 £'000 £'000 Turnover 39,466 52,955 77,537 39,116 Operating (loss) / profit (68) 418 1,447 1,006 (Loss) / profit before taxation (277) 154 1,364 906 Trading in the three years and the six months ended 30 June 1999 has seen a return to increasing underlying profitability and continued growth in turnover. Tender and contract management controls have improved over this period, as has the proportion of negotiated tender, rather than competitive tender, work. In the year ended 31 December 1997, there was an exceptional loss of £424,000 relating to the disposal of an interest in land in Germany. The Directors believe that there are no further liabilities in relation to the Tolent Group's former German operations. HISTORY AND DEVELOPMENT Tolent Construction was set up in 1983 by John Wood and originally traded solely from Gateshead, Tyne & Wear. It rapidly established a reputation as a quality commercial construction business in the North East of England. The company opened additional regional offices in London and later in Wakefield, West Yorkshire in order to create national representation. In London, Tolent Construction negotiated a contract to convert a listed building into the new Japanese Embassy. This award-winning project enhanced the company's reputation and placed it in a more advantageous position as Japanese companies increasingly looked to establish manufacturing bases in the United Kingdom in the late 1980's. Tolent Construction further expanded its operations and acquired other businesses with complementary sub-contracting and plant hire operations. The recession of the early 1990s adversely affected the whole of the UK construction industry. In order to counteract this the Tolent management identified opportunities in the newly unified Germany and Berlin in particular. However, the Group incurred significant losses as a result of customers failing to pay on completed contracts. This, together with the recession in the UK, caused severe cashflow problems and against this background the Tolent Group, which had ceased trading in Germany in 1994, was sold to Amco for a nominal sum in September 1995. Once within the Amco Group, Tolent was able to stabilise its position and peripheral businesses were either sold or closed down. Wares, its mechanical and electrical subcontracting business was sold to its management and the business of Gordon Plant Hire was sold to a plant hire competitor. Management and financial controls within Tolent were also reviewed and strengthened. This exercise, together with a combination of Amco's financial support and a general upturn in the UK's construction market, enabled Tolent's management to be more selective in its approach to tendering for contracts, refocusing on generating operating profit at the expense of turnover. Accordingly, the last few years have seen Tolent go from strength to strength with turnover and profits increasing each year since 1996. THE BUSINESS The Tolent Group is a well established building and civil engineering group which carries out a wide range of construction work in both the public and private sectors on a national basis. It also holds several investment properties which were recently independently valued at over £4 million. Tolent's business is split into three trading regions across the UK. The Northern region is run from its main office in Gateshead, with a branch office in Middlesbrough. The Central region operates from Wakefield, together with a satellite office in Manchester. The Southern region operates from an office in London close to London Bridge. The group has approximately 400 employees. Although contract values can vary significantly the Group undertakes work with a contract value of between £500,000 and £4 million. The largest contract undertaken by the Tolent Group to date has a value of approximately £18.5 million. Tolent not only tenders for construction, but also for building repair, refurbishment and maintenance work on long term contracts. CUSTOMERS Building repair, refurbishment and maintenance work has been carried out on a regular basis for a number of large companies, which include Goldman Sachs, British Steel, I.C.I., Du Pont, B.A.S.F., B.P., Helios Properties and Priority Sites. Construction work has been carried out in the past for such enterprises as the M.C.C. at Lord's Cricket Ground, Durham County Cricket Club, Pioneer, Sumitomo Bank and Enterprise Oil, and on student accommodation for Sunderland, Newcastle and Sheffield Universities. MARKETS AND COMPETITION Tolent aims to identify opportunities within niche markets in addition to mainstream building and construction projects. Within the commercial sector Tolent offers expertise in the construction of offices, fit-out and refurbishment works, public houses, garages and showrooms. Its industrial portfolio has developed to include civil engineering and building work, waste transfer stations, large and small industrial units and long term maintenance contracts. Several universities have used Tolent's services in the building of student accommodation. The UK construction industry is heavily regionalised and Tolent's competitors include most of the large and medium sized construction companies in the UK. To improve its position in a competitive market, the Group looks to build close relationships with its customers to secure long term contracts leading to recurring work. KEY STRENGTHS The Directors believe that the key strengths of the Tolent Group are: - strong client relationships, often leading to repeat business - established reputation for quality and ability to meet deadlines - large and stable directly employed workforce - majority of turnover is derived from negotiated tender rather than competitive tender REASONS FOR ADMISSION The Directors believe that the Group has now reached a size and stage in its development where its future growth will be enhanced by Admission which will help to raise the profile of the Group amongst customers and suppliers, both existing and prospective, and allow the Group to address future acquisition opportunities which may arise. DIVIDEND POLICY Due to the deficit on the profit and loss account of Tolent Corporation, the Directors will be unable to recommend payment of a dividend until this has been eliminated and it is prudent to do so. In the light of information currently available, the Directors do not anticipate being in a position to recommend payment of a dividend to shareholders for at least three years. CURRENT TRADING AND PROSPECTS Tolent Group's turnover and profit before tax for the six months to 30 June 1999 were ahead of budget and the corresponding period last year. At 30 June 1999 the Group's forward order book stood at approximately £45 million, with a small proportion of this extending into the next year. The Directors believe that the Tolent Group will continue to expand organically as a result of increased levels of negotiated work from its key clients, continued targeting of new clients in niche markets and the expansion of preferred contractor work. The Tolent Group has acted on a number of projects as both developer and contractor and the Directors consider that additional turnover may be generated by developing this role. The Directors will also seek to expand the Group by acquisition, should the right opportunities arise, although no acquisition is under consideration at this time. The Group has been short-listed for a contract to fit out an in excess of 500,000 square foot London office building. If the contract is awarded to the Group it will be undertaken by the Group and another contractor as a joint venture project. The Directors expect to be informed shortly whether or not the Group has been awarded the contract. For further information: Tolent PLC Stuart Gordon (Chairman) 01709 828218 Ian Swire (Finance Director) 01709 828218 Bell Lawrie Wise Speke Mark Brady / Keith Salisbury 0161 839 4222 Binns & Co Public Relations Brian Coleman-Smith / Simon Ellis / Neil Camp 0171 786 9600 DIRECTORS AND SENIOR MANAGEMENT Executive Directors Stuart Nicholson Gordon, Chairman (aged 62) Stuart Gordon, a chartered accountant, has been Chairman of Amco since 1989 and was the Chairman of its predecessor company International Amco Corporation from 1983 to 1989. He was formerly a partner with Chartered Accountants, Grant Thornton, between 1965 and 1983. He is currently a director of Gordon Securities Limited which provides his services to a number of companies and individuals, including Amco. John Gibbon Wood, Managing Director (aged 55) John Wood established Tolent Construction in 1983. Over subsequent years as Chairman of Tolent, he expanded the Tolent Group by the establishment and development of additional companies associated with the building and civil engineering industry. He became a director of Amco in September 1995 following its acquisition of Tolent. Otto Hinrich Schmill, Director (aged 73) Henry Schmill, a chartered mining engineer, graduated in 1952 with a degree in mining engineering from the Technical University in Aachen, Germany. He joined Thyssen (GB) Limited, a major mining contracting company, rising to Deputy Managing Director before founding the Amco Group in 1970. He is currently managing director of Amco. Ian Swire, Financial Director (aged 36) Upon graduating from Sheffield University in 1984, Ian Swire joined accountancy firm Coopers & Lybrand. Qualifying as a chartered accountant in 1987 he joined Amco, initially in one of its subsidiary companies. He was appointed to the board of Amco in March 1996. Non-executive Directors Michael Richford Speakman, Non-executive Director (aged 64) Mike Speakman, a chartered civil engineer, has spent his career in the building and civil engineering industry. A former director of Henry Boot, Bison International and Stepney Contractors he joined the Amco Group in September 1989 as a subsidiary company director. Prior to his impending retirement he was appointed a non-executive director of Amco in April 1996. Further board changes It is the intention of the Directors to appoint two additional non-executive directors to the board of Tolent PLC by 31 October 1999, at which point Mike Speakman will resign as director of the Company. John Wood will be appointed managing director of the New Tolent Group and will resign as a director of Amco upon the Demerger becoming effective. It is intended that in due course, the Company will appoint a full-time financial director. Senior Management Brief biographies of the senior management team are as follows: Trevor Phillipson, Commercial Director - Tolent Construction (aged 48) Trevor Phillipson spent 13 years at Balfour Beatty, the last eight as Sellafield, before joining Tolent Construction in February 1988. Recruited as a contracts manager, he was appointed a director of the company in January 1990. Andrew David Clark, Financial Director - Tolent Construction (aged 34) Andy Clark graduated from Sheffield University in 1986 and qualified as a chartered accountant with Coopers & Lybrand in 1989. Having worked overseas, he returned to the UK and joined Tolent Construction in January 1996, being appointed a director in March 1999. David Malcolm Jackson, Director - Tolent Construction (aged 51) David Jackson joined the Amco board as a commercial director in February 1999 from a subsidiary of Jarvis plc. Prior to working for Jarvis he was a director of Aqumen Group. Upon the Demerger becoming effective he will be appointed a director of Tolent Construction and his services will be provided by Amco to the New Tolent Group on a part-time basis pursuant to the Services Agreement. The services of Messrs O H Schmill, S N Gordon and I Swire as part-time directors of the Company and of M R Speakman as a non-executive director will be provided by Amco pursuant to the terms of the Services Agreement. DEFINITIONS The following definitions apply throughout this announcement document unless otherwise stated or the context otherwise requires: 'Admission' admission of the entire ordinary share capital of the Company in issue and to be issued to AIM and such admission becoming effective 'Amco Group' Amco and its subsidiary and associated undertakings (or any of them, as the context requires) 'Amco Shares' ordinary shares of 10p each in the capital of Amco 'Bell Lawrie Wise Bell Lawrie Wise Speke, a division of Speke' Brewin Dolphin Securities Ltd 'Demerger' the proposed demerger of the Tolent Group from Amco 'Demerger Effective the time at which the Demerger Date' becomes effective, expected to be on 31 August 1999 'Demerger Shares' or ordinary shares of 10p each in the 'Ordinary Shares' capital of the Company 'Group', 'Tolent' or Tolent Corporation and its subsidiary 'Tolent Group' and associated undertakings from time to time (or any of them, as the context requires) 'Qualifying Amco holders of Amco Shares as shown in Shareholders' the Register of Members of Amco on the Record Date other than (i) those whose address, as shown in the Register of Members, is in the United States of America or any of the provinces of Canada and (ii) the Reserve Accounts 'Reserve Accounts' Big Nama Reserve Account, Nama Creek Reserve Account, Amco Industrial Holdings Reserve Account and International Amco Corporation Reserve Account (each being a nominee account holding shares in Amco which have not been taken up by persons otherwise entitled to such shares) 'Resolutions' the special resolutions of the shareholders of Amco to be proposed in connection with the Dermerger more particularly set out in the notice of extraordinary general meeting of Amco dated 6 August 1999 included at the end of the circular sent to Amco shareholders today 'Services Agreement' the agreement made as at the date of the Prospectus between Amco and the Company providing for provision of certain services by the Residual Amco Group to the New Tolent Group 'Tolent Construction' Tolent Construction Group 'Tolent Corporation' Tolent Corporation Limited Issued by Bell Lawrie Wise Speke, a member of the Securities and Futures Authority Limited, as nominated adviser and nominated broker to Tolent PLC ('Tolent') in connection with the proposed flotation of Tolent. This announcement does not form part of any placing of any share in Tolent and it is not for distribution in the United States of America, Canada, Australia or Japan. Any application for shares should be made on the basis of the information contained in the Prospectus alone. Bell Lawrie Wise Speke is acting solely for Tolent in connection with the flotation and will not be responsible to anyone other than Tolent for providing the protections afforded to customers of Bell Lawrie Wise Speke. Before deciding whether to apply for shares, you should consider whether shares are a suitable investment for you. Their value can go down as well as up. If you need advice, you should consult an appropriate professional adviser.
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