Acquisition

McInerney Holdings PLC 21 January 2002 Monday, 21st January 2002 McINERNEY HOLDINGS plc ACQUIRES CHARLTON GROUP (UK) LIMITED McInerney Holdings plc ('McInerney' or 'the Group') is pleased to announce that it has acquired Charlton Group (UK) Limited and its subsidiary companies ('the Charlton Group' 'Charlton' or 'the Company') with effect from 18th January 2002. The Charlton Group is a successful Lancashire development and construction company. Charlton was founded in 1987 as a civil engineering contractor by its Chief Executive Paul Bolton, the Group's major shareholder. Its principal activities currently include house building and apartment development with strong brand names Charlton Homes and Space. The Company's operations are mainly focused at the key regional centres of Manchester, Liverpool and Chester. McInerney's strategy is to secure high growth rates, both organically and by acquisition, in its three chosen markets of Ireland, the UK and Iberia. The Charlton acquisition is part of that strategy. A progressive management team is in place at Charlton, with experience and vision, which will further benefit from McInerney's stewardship. The Group is confident that significant integration synergies can be achieved by closer co-operation with its existing UK operation. Consideration The total consideration for the acquisition is stg£8.05million (€12.984m) which is payable as follows: • An initial consideration of stg£5.55million (€8.952m) payable in cash and bank guaranteed loan notes at completion; • Additional consideration of stg£0.5million (€0.807m) payable in bank guaranteed loan notes subject to the successful achievement of short term operational targets in 2002; • Additional earn-out consideration may become payable by McInerney depending on the profit before interest and tax (PBIT) achieved by the Charlton Group in the three year period ending 30th September 2004. The earn out calculation will be based on an annual threshold PBIT of stg£1.34million (€2.161m). The vendors will receive 50% of PBIT earned in excess of this threshold, subject to an overall maximum earn out of stg£2million (€3.225m). Business Charlton is an established regional house and apartment builder that completed 240 units in the year to 30th September 2001. The Company specialises in brownfield development with almost 90% of its recent developments on re-developed sites. This expertise gives Charlton a competitive advantage following the recent PPG3 UK directive requiring 60% of new housing development nationwide to be carried out on brownfield sites. The Charlton Homes division has three distinct target markets. It provides affordable starter homes and apartments for the price conscious first time buyer market in satellite towns such as Northwich and Warrington. In addition, it focuses on providing quality-designed homes for the more discerning purchaser. Through the SPACE brand, it caters for the affluent market through its supply of loft style apartment developments in key population centres. A recent example is its successful redevelopment of a 1930's art-deco building in Liverpool providing 115 apartments and ground floor commercial units. John Rocha, the Irish designer, advised on design aspects of this development. Results The Charlton Group reported a Profit before Tax of stg£1,557,699 (€2,512,418) for the year ended 30th September 2001. The Net Assets at 30th September 2001 were stg£2,352,338 (€3,794,094). The acquisition of the Charlton Group gives McInerney a stronger foothold in the currently buoyant UK housebuilding market. This market has recovered significantly in recent years with overall price rises of 9.4% and 13.8% in 2000 and 2001 respectively. It ended 2001 with considerable momentum with prices rising nearly 2% in December alone. Barry O'Connor, Managing Director, McInerney Holdings plc said today: 'This move is part of our high growth strategy. It is in line with our objective of spreading our capital base for the highest return across our three chosen geographical markets. Following our foothold acquisition of WHL in 1999, Charlton is a logical, strategic development for us in the UK. It is our intention to provide the necessary capital to assist Charlton to further expand its home building activities. The North-West region, with a population of 8 million people, has benefited from the buoyant demand for housing in the UK. The Group is satisfied that the acquisition of the Charlton Group is a good cultural fit and combined with our existing operations in the region, will establish McInerney as a regional branded niche house-builder in the North-West.' FOR FURTHER INFORMATION: Siobhan Molloy, FCC Shandwick Tel: (01) 676 01 68/086 817 50 66 Notes to editors: • Euro Rate 1 = 0.62stg • WHL - William Hargreaves Ltd, based in Bolton. This information is provided by RNS The company news service from the London Stock Exchange
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