Acquisition

RNS Number : 0093R

MITIE Group PLC

12 August 2010

 



12 August 2010

MITIE Group PLC

Purchase of shares in MITIE subsidiary companies

MITIE Group PLC ("MITIE") announces that it has today agreed to purchase certain minority shareholdings of six MITIE subsidiary companies: MITIE Engineering Limited ('MEL'), MITIE Engineering Maintenance (Caledonia) Limited ('MEMCL'), MITIE Engineering Maintenance (North) Limited ('MEMNL'), MITIE Engineering Projects Limited ('MEPL'), MITIE Engineering Services (Midlands) Limited ('MESML') and MITIE Services (Retail) Limited ('MSRL') in accordance with the respective articles of association and shareholders' agreements. 

The total maximum consideration for all six purchases amounts to £6,778,070.00, being satisfied as to £389,482.74 in cash and as to the remaining £6,388,587.26 by the issue of 3,053,818 new ordinary shares of 2.5p each in MITIE (the "New MITIE Shares"), valued at 209.2 pence per share, being the closing market price per MITIE share on 28 July 2010. 

As a result of these acquisitions, MITIE will own 100.00% of the issued share capital of all companies listed above with the exception of MEMCL of which 94.40% will be owned.

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

·      MITIE Engineering Limited ('MEL') - 47.80% of the issued share capital, comprising 239,000 B ordinary shares of £1.00 each, for a consideration of £3,071,150.00.  The consideration will be satisfied by £236,920.95 in cash and £2,834,229.05 by the issue of 1,354,794 New MITIE Shares. 

MEL provides the installation of mechanical and electrical services in commercial and industrial premises.  The revenue and profit before tax of MEL for the year ended 31 March 2010 were £12.5m and £1.3m respectively.  The proportionate share (47.80%) of the gross assets acquired as at 31 March 2010 was £3.1m.

·      MITIE Engineering Maintenance (Caledonia) Limited ('MEMCL') - 16.20% of the issued share capital, comprising 40,500 B ordinary shares of £1.00 each, for a consideration of £100,035.00.  The consideration will be satisfied by £42,207.94 in cash and £57,827.06 by the issue of 27,642 New MITIE Shares. 

MEMCL provides management and engineering maintenance services in Scotland.  The revenue and profit before tax of MEMCL for the year ended 31 March 2010 were £5.7m and £3.2m respectively.  The proportionate share (16.20%) of the gross assets acquired as at 31 March 2010 was £0.4m.

·      MITIE Engineering Maintenance (North) Limited ('MEMNL') - 9.34% of the issued share capital, comprising 32,700 B ordinary shares of £1.00 each, for a consideration of £1,642,194.00.  The consideration will be satisfied by £65,112.60 in cash and £1,577,081.40 by the issue of 753,863 New MITIE Shares. 

MEMNL provides management and engineering maintenance services in the north of England.  The revenue and profit before tax of MEMNL for the year ended 31 March 2010 were £37.6m and £2.8m respectively.   The proportionate share (9.34%) of the gross assets acquired as at 31 March 2010 was £0.4m.

·      MITIE Engineering Projects Limited ('MEPL') - 14.80% of the issued share capital, comprising 14,800 B ordinary shares of £1.00 each, for a consideration of £1,177,488.00.  The consideration will be satisfied by £10,005.56 in cash and £1,167,482.44 by the issue of 558,070 New MITIE Shares. 

MEPL provides the installation of electrical and mechanical services predominantly in the social housing sector.  The revenue and profit before tax of MEPL for the year ended 31 March 2010 were £15.4m and £1.5m respectively.  The proportionate share (14.80%) of the gross assets acquired as at 31 March 2010 was £1.0m.

·      MITIE Engineering Services (Midlands) Limited ('MESML') - 17.40% of the issued share capital, comprising 26,100 B ordinary shares of £1.00 each, for a consideration of £787,176.00.  The consideration will be satisfied by £35,208.69 in cash and £751,967.31 by the issue of 359,449 New MITIE Shares. 

MESML provides the installation of electrical and mechanical services in domestic, commercial and industrial premises.  The revenue and profit before tax of MESML for the year ended 31 March 2010 were £13.3m and £0.4m respectively.  The proportionate share (17.40%) of the gross assets acquired as at 31 March 2010 was £1.1m.

·      MITIE Services (Retail) Limited ('MSRL')- Pursuant to the announcement made on 28 August 2008 when 25.08% of the issued share capital of MSRL was purchased, the remaining 16.72% of the issued share capital, comprising 83,600 B ordinary shares of £1.00 each, has been purchased for a consideration of £27.00 to be settled in cash.   

Pursuant to the announcement made on 28 August 2008 when 46.00% of the issued share capital of MITIE Interiors Limited ('MIL') was purchased, certain conditions have not been met, and accordingly, MITIE will not pay any deferred consideration on the purchase of those shares.

The selling shareholders of each of the relevant subsidiary companies give MITIE certain warranties and assurances relating to past and future performance.  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 London Stock Exchange (the "LSE") for the relevant New MITIE Shares to be admitted to the Official List and to trading on the LSE.  The New MITIE Shares issued in respect of MEMN will rank pari passu with existing ordinary MITIE shares.  The New MITIE Shares issued in respect of MEL and MEMCL will rank pari passu with existing ordinary MITIE shares except they will have a trading restriction applied until 12 August 2012.   The New MITIE Shares issued in respect of MEPL and MESML will rank pari passu with existing ordinary MITIE shares except they will have a trading restriction applied until 12 August 2011.  It is expected that admission of the New MITIE Shares to the Official List will become effective by the end of August 2010. 

For further information, contact:

John Telling, Group Corporate Affairs Director, MITIE Group PLC

T: 0203 123 8673           M: 07979 701 006         E: [e-mail]

Erica Lockhart, Investor, Public & Media Relations Manager, MITIE Group PLC

T: 0203 123 8675           M: 07979 784 488          E: [e-mail]

Notes for editors

What is MITIE?

We're the strategic outsourcing company. What does that mean in practice? We manage facilities, properties and assets for our clients across the UK and beyond.

We work with our clients in three ways; some take full advantage of our whole range of expertise, others may only need one aspect of what we do:

Strategy and consultancy

+ Facilities and project management

+ Service delivery

Our strategic input can add value at the highest level by helping clients to manage their assets, while our practical management expertise can save customers money and reduce their carbon emissions.  We work with a vast number of clients in every industry across both the public and private sectors and deliver the broadest range of services that can be found in one place: from integrated facilities management to engineering maintenance to lifecycle energy management and much more.

There's a lot more to MITIE than you probably think. We're a big company with big ambitions - a leading FTSE 250 support services business, with more than 56,000 people, revenues in excess of £1.7bn, and a reputation for being the best. 

Visit us at www.mitie.com

 

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