Acquisition - MITIE Model

RNS Number : 5777M

MITIE Group PLC

27 August 2013

 



27 August 2013

MITIE Group PLC

MITIE celebrates success of four MITIE model businesses

MITIE, the strategic outsourcing and energy services company, announces today that it has purchased the remaining employee minority shareholdings of a further four of its successful 'MITIE Model' businesses.

MITIE, which stands for Management Incentive Through Investment Equity, has been partnering with entrepreneurs to grow British businesses for 25 years and has supported over 100 start-up businesses using the MITIE Model.

Ruby McGregor-Smith CBE, Chief Executive of MITIE, said:  "I am delighted with the progress of these four businesses, which have contributed to the growth and innovation of our group."

"We see the MITIE Model as a significant opportunity to support our growth aspirations."

Transaction details:

MITIE Group PLC (MITIE) today agreed to purchase the remaining minority shareholdings of four MITIE subsidiary companies: MITIE Client Services Limited , MITIE Pest Control (London) Limited , MITIE Security Holdings Limited and MITIE Landscapes Limited in accordance with the respective articles of association and shareholders' agreements of those companies. 

The total maximum consideration for all four purchases amounts to £6.9m.  This will be satisfied as to £0.8m in cash and as to the remaining £6.1m by the issue of 2,279,533 new ordinary shares of 2.5p each in MITIE (the 'New MITIE Shares'), valued at 267.04 pence per share. This is the average of the closing middle market price for the five banking days immediately preceding 23 July 2013. Earlier in this financial year, MITIE purchased its own shares in the market to offset this share issue. The purchased shares were cancelled following their acquisition.

As a result of these acquisitions MITIE will own 100% of all four companies.

The shareholdings to be purchased, primarily held by certain of the employees and senior management of the relevant subsidiary companies, are detailed below:

·      MITIE Client Services Limited - 8.45% of the issued share capital, comprising 33,800 B ordinary shares of £0.01 each, for a consideration of £1.02m.  The consideration will be satisfied by £0.11m in cash and £0.91m by the issue of 340,960 new MITIE Shares;

·      MITIE Pest Control (London) Limited- 8.24% of the issued share capital, comprising 41,200 B ordinary shares of £1.00 each, for a consideration of £0.60m.  The consideration will be satisfied by £0.10m in cash and £0.50m by the issue of 189,741 new MITIE Shares. 

·      MITIE Security Holdings Limited - 1.08% of the issued share capital, comprising 153,300 B ordinary shares of £0.01 each, for a total consideration of £1.51m.  The consideration will be satisfied by £0.55m in cash and £0.96m by the issue of 358,709 new MITIE Shares.

·      MITIE Landscapes Limited - 11.32% of the issued share capital, comprising 113,250 B ordinary shares of £1.00 each, for a total consideration of £3.77m. The consideration will be satisfied by £0.06m in cash and £3.71m by the issue of 1,390,123 new MITIE Shares.

The selling shareholders of each of the relevant subsidiary companies have given MITIE certain warranties and, where appropriate, assurances relating to past and future performance.  Where applicable, the MITIE shares issued as consideration are held in safe custody and may be sold to meet any claims that MITIE may have in the future in relation to those warranties and assurances.

Application will be made shortly to the UK Listing Authority and the LSE for the relevant New MITIE Shares to be admitted to the Official List and to trading on the LSE.  All new MITIE Shares issued will rank pari passu with existing ordinary MITIE shares. However the new MITIE Shares issued in respect of MCSL, MPCLL and MSHL will have a trading restriction applied until 27 August 2014. It is expected that admission of the new MITIE Shares to the Official List will become effective by mid-September.

For further information, contact:

MITIE
John Telling, Group Corporate Affairs Director	D: [phone] M: [phone] E: [e-mail]
Erica Lockhart Head of Corporate Affairs	D: [phone] M: [phone] E: [e-mail]

Notes for editors

What is MITIE?

MITIE is a £2bn revenue strategic outsourcing company. We work with people who want to perform better - now and in the future. We help our clients to run more efficient and effective businesses by looking after their facilities, their energy needs and the people they're responsible for. Each of our 70,000 people uses their passion, knowledge and ingenuity to deliver the very best for each and every client.

We work with our clients in three ways:

+ Strategy and consultancy

+ Facilities, people and energy management

+ Service delivery including catering, cleaning, security, maintenance, landscaping and pest control.

Some take full advantage of our whole range of expertise, others may only need one aspect of what we do.

No other business in the UK offers so many of these services under one roof, delivered individually and together by people with such a strong sense of purpose.

Visit us at www.mitie.com

 

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