Information  X 
Enter a valid email address

Jordec Group PLC (MLG)

  Print      Mail a friend

Friday 17 March, 2000

Jordec Group PLC

£15.35M Proposed Acquisition of Maclellan Intern.

Jordec Group PLC
17 March 2000


JORDEC GROUP PLC ('the Company' or 'Jordec')

PROPOSED ACQUISITION OF MACLELLAN INTERNATIONAL LIMITED  AND
MACLELLAN   ENGINEERING  SERVICES  PLC  CREATES  SUBSTANTIAL
BUSINESS   SERVICES  GROUP  WITH  ANNUALISED   TURNOVER   OF
APPROXIMATELY £100 MILLION

CHANGE OF NAME TO MACLELLAN GROUP PLC

OPEN OFFER of 21,266,624 ORDINARY SHARES AT 70P PER SHARE

PROPOSED  ACQUISITION WILL TOTALLY TRANSFORM  THE  PROSPECTS
FOR  THE ENLARGED GROUP AND THE BOARD LOOKS FORWARD  TO  THE
FUTURE WITH CONFIDENCE


Introduction

On  25  February 2000, the Board announced that the  Company
had   signed   heads  of  terms  concerning  a   substantial
acquisition  and  was  in  the course  of  a  due  diligence
exercise.   Due  to  the  size of the  possible  acquisition
relative   to  the  Company,  following  that  announcement,
trading  in the Ordinary Shares was suspended by the  London
Stock Exchange at 92.5p, in accordance with the AIM Rules.

The Board is pleased to announce that Jordec has now entered
into  a  conditional agreement to purchase the entire issued
share    capitals   of   MacLellan   International   Limited
('MacLellan   International')  and   MacLellan   Engineering
Services    Plc   ('MacLellan   Engineering').     MacLellan
Engineering owns a Portuguese subsidiary company,  MacLellan
Internacionale   Limitada,  which  provides   a   range   of
facilities management services to customers in Portugal  and
Spain.   The  consideration for the  Acquisition  (including
assumption  of  borrowing  and  settlement  of  intra  group
indebtedness)  is  £15.35  million  payable   in   cash   on
completion.   The  London  Stock Exchange  has  agreed  that
trading  in the existing Ordinary Shares will recommence  on
20 March 2000.

The  Company also announces an Open Offer of 21,266,624  new
Ordinary  Shares  at an issue price of 70 pence  per  share.
The  Open  Offer is subject, inter alia, to the approval  of
ordinary  shareholders  and has been fully  underwritten  by
Williams de Broe.  The consideration for the Acquisition  is
to  be  funded, as to approximately £14.2 million, from  the
net  proceeds of the Open Offer and, as to the balance, from
existing facilities of Jordec.

The Board also announces the preliminary audited results  of
Jordec  for  the  fifty-two week period ended  26  September
1999.   These show a pre-exceptional profit before  taxation
of £301,000.

In  view  of  the  size of the Acquisition  in  relation  to
Jordec, the Acquisition is conditional, inter alia,  on  the
approval  of Ordinary Shareholders which is to be sought  at
an  Extraordinary  General Meeting  of  the  Company  to  be
convened   for  11.15am  on  13  April  2000.    Shareholder
approval  is  also being sought to change the  name  of  the
Group  to  MacLellan Group plc.  On Completion, the  Company
proposes  to  change  its accounting reference  date  to  31
December.   The Company will produce interim results for the
6  months ending 31 March 2000 and final results for the  15
months ending 31 December 2000.

INFORMATION   ON  MACLELLAN  INTERNATIONAL   AND   MACLELLAN
ENGINEERING

MacLellan  International is a leading supplier of integrated
facilities  management  services  in  the  United   Kingdom.
MacLellan   Engineering  provides  a  range  of  engineering
services  to  customers  in the United  Kingdom.   MacLellan
Internacional  Limitada provides engineering and  facilities
management services to customers in Portugal and Spain.  The
aggregated turnover of MacLellan International and MacLellan
Engineering  for  the  year  ended  31  December  1999   was
approximately £61.5 million and the operating profit  before
exceptional  and non-recurring items was approximately  £1.5
million.

MacLellan   International  has  its   origins   within   the
automotive  markets  and  currently  provides  a  range   of
services to Toyota, Rover, Peugeot, Land Rover and Lotus; it
has  a  particular  strength in the  provision  of  critical
process paint shop cleaning services to all these customers.
MacLellan International has developed its customer  base  in
recent   years  and  in  1999  won  substantial   facilities
management  contracts at the Bluewater Shopping  centre  and
Avesta Steel Limited's Sheffield site and has recently  been
awarded  a 3 year £7 million per annum facilities management
contract by Corus Group Limited which is due to commence  in
April  2000.   As  a  result  of these  successes  MacLellan
International has become a leading player in the marketplace
for  the  outsourcing of business services and has  recently
won  the  prestigious  1999  P&FM Magazine  'Multi  Service'
Award.

The  Bluewater  Shopping Centre, Avesta  Steel  Limited  and
Corus  Group  Limited contracts each have  3  year  contract
terms  and  many  of  MacLellan  International's  automotive
contracts are for a similar period.  MacLellan International
has developed a multi skilled workforce and rarely needs  to
sub-contract  any of the work included within the  scope  of
the  facilities management contracts which it undertakes for
customers.   MacLellan  International's  automotive  origins
have  provided it with a good understanding of  the  quality
requirements  of  its customers and the company's  moves  to
other  markets  have been made possible as a result  of  the
strengthening  at senior management level of  the  company's
information   technology,  human  resource  and   purchasing
functions.

MacLellan  International has been following  a  strategy  of
reducing its dependence on the automotive market place.  The
company's proven success in winning major contracts  in  new
markets  means  that in the current financial year  turnover
from automotive customers is expected to be approximately 50
per  cent.  of total turnover (it was approximately  90  per
cent.  in  1998).  The Board is aware that current  economic
indications  may  result  in a consolidation  of  automotive
customers'  sites  and  a  consequent  short  term  loss  of
turnover  and profit for MacLellan International.   However,
the  Board  believes that the prospects for  growth  in  the
medium   term   in  new  market  areas  are   exciting   and
substantially outweigh such considerations.

MacLellan   Engineering  provides  a  range  of  engineering
services,  principally to various sites of  the  Ford  Motor
Company   with  a  speciality  in  the  provision  of   fire
protection   systems   and  process   pipework.    MacLellan
Engineering  has  in recent years extended  its  traditional
project  work  into  commodity service contracts,  including
cleaning   and  maintenance  services  at  Ford's   Swansea,
Bridgend and Southampton locations.

REASONS FOR THE ACQUISITION

The  Directors have pursued a strategy since  June  1998  of
increasing  the  Group's presence in the expanding  business
services  sector,  thereby reducing that percentage  of  the
Group's turnover which is exposed to cyclical markets.   The
Group  has made three acquisitions during this period  which
form  the basis of this division: Excellence Limited,  Alpha
Plus  Cleaning of Cambridge Limited and Checkclean  Limited.
In  the  year ended 26 September 1999, the Cleaning Services
Division  recorded  turnover of approximately  £14  million,
annualised  at  approximately  £18  million.  The  Directors
believe that these companies now form a solid foundation for
the  division and that there are further annualised benefits
of  at least £300,000 to be obtained from the integration of
administrative  structures  within  the  Cleaning   Services
Division.

The  proposed  acquisitions of MacLellan  International  and
MacLellan  Engineering will strengthen the Group's  position
as  a  leading  provider  of specialist  business  services.
MacLellan International will become the lead company  within
a  new  Integrated Services Division which will also include
the   operations  contained  within  our  current   Cleaning
Services Division and MacLellan Internacional Limitada.  The
Directors believe that the new Integrated Services  Division
will  offer  an  extensive  range of  business  services  to
industrial  and  commercial  customers  and  will  be   well
positioned to win new work in the rapidly expanding business
outsourcing  services  market.  The Board  has  in  addition
identified   future  cross  selling  opportunities   between
MacLellan  International and the existing cleaning  services
operations as well as opportunities for a significant  level
of administrative cost savings.

MacLellan  Engineering has similar process  capabilities  to
Jordan's existing operations and the Board believes that the
greater  critical mass of the expanded Engineering  Services
operations  will  bring future marketing  benefits  to  both
MacLellan  Engineering and Jordan.  The Board  also  expects
administrative and purchasing savings to arise as  a  result
of the greater size of this division.

BOARD OF JORDEC

John  Ellis,  the Managing Director currently in  charge  of
MacLellan  International  and  MacLellan  Engineering,   has
agreed to join the Board of Jordec from Completion.

CHANGE OF NAME

In  order  to  reflect  the advances  made  in  the  Board's
strategy,  the Directors propose to change the name  of  the
Company  to MacLellan Group plc, subject to the approval  of
Ordinary Shareholders.

THE NEW JORDEC APPROVED SHARE OPTION SCHEME

The   Company   proposes,  conditional  on  Inland   Revenue
approval,  to  adopt  the  new  Share  Option  Scheme  which
Ordinary Shareholders will be asked to approve at the EGM.

The Directors intend to apply to the Inland Revenue prior to
the  EGM although the Inland Revenue is not expected to give
a determination prior to the EGM.

THE OPEN OFFER

In  order to raise approximately £14.9 million gross  (£14.2
million  net  of  expenses), the Company proposes  to  issue
21,266,624 new Ordinary Shares at the Issue Price.  Williams
de  Broe has conditionally procured placees for all  of  the
new  Ordinary  Shares.  Certain Ordinary  Shareholders  have
given   irrevocable  undertakings  not  to  take  up   their
entitlement to, in aggregate, 5,516,455 new Ordinary  Shares
(representing  approximately  25.9  per  cent.  of  the  new
Ordinary Shares).  Such new Ordinary Shares have been placed
firm with institutional investors at the Issue Price and the
remaining new Ordinary Shares have been conditionally placed
with institutional investors at the Issue Price, subject  to
recall   to   satisfy  valid  applications   by   Qualifying
Shareholders under the Open Offer.  The Open Offer is  fully
underwritten by Williams de Broe.

The  new Ordinary Shares will represent approximately 40 per
cent. of the issued ordinary share capital of the Company on
Admission   and  will  rank  pari  passu  in  all  respects,
including for any dividend declared, paid or made after  the
date hereof, with the existing Ordinary Shares.

Under  the  Open  Offer  Qualifying  Shareholders  will   be
entitled to apply for new Ordinary Shares, pro rata to their
holdings  of  existing Ordinary Shares, at the Issue  Price,
for  an aggregate, 21,266,624 new Ordinary Shares at 70p per
share, free of expenses, on the basis of:

2  new  Ordinary  Shares for every  3  existing Ordinary Shares

and  so  on  in proportion for any other number of  existing
Ordinary Shares held at the close of business on the  Record
Date.   Entitlements to new Ordinary Shares will be  rounded
down  to the nearest whole number, aggregated and placed  in
accordance with the Placing Agreement for the benefit of the
Company.   Valid applications by Qualifying Shareholders  up
to  their maximum pro rata entitlements may only be made  on
the enclosed personalised Application Form.

The  Open  Offer is conditional, inter alia,  upon  Ordinary
Shareholder approval being obtained at the EGM, the  Placing
Agreement  becoming unconditional in all  respects  and  not
having  been  terminated in accordance with  its  terms  and
Admission.   It is expected that Admission will  take  place
and dealings in the new Ordinary Shares will commence on  14
April 2000.

Qualifying Shareholders should be aware that under the  Open
Offer,  unlike  a  rights issue, the Open Offer  Shares  not
applied  for will not be sold in the market for the  benefit
of  Qualifying Shareholders but will be placed at the  Issue
Price  in  accordance  with the Placing  Agreement  for  the
benefit of the Company.

A  prospectus to Ordinary Shareholders containing details of
the  Proposals  and  the  formal open  offer  to  Qualifying
Shareholders,  together with an Application  Form,  will  be
posted  today. Application Forms are personal to  Qualifying
Shareholders  and may not be transferred except  to  satisfy
bona fide market claims.

Expected timetable of principal events

Record date for the Open Offer              10 March 2000
                                                         
Re-admission    of     existing             20 March 2000
Ordinary Shares
                                                         
Latest   time  and   date   for   3.00 pm on 7 April 2000
splitting   Application   Forms
(bona fide market claims only)
                                                         
Latest   time  and   date   for  3.00 pm on 11 April 2000
receipt      of       completed
Application  Forms and  payment
in  full in respect of the Open
Offer
                                                         
Latest   time  and   date   for 11.15 am on 11 April 2000
receipt  of Forms of Proxy  for
the EGM
                                                         
Extraordinary General Meeting   11.15 am on 13 April 2000
                                                         
Admission  and commencement  of             14 April 2000
dealings in new ordinary shares
                                                         
CREST  accounts credited, where             14 April 2000
relevant by
                                                         
Share certificates despatched               19 April 2000

DEFINITIONS

The    following    definitions   apply   throughout    this
announcement, unless the context otherwise requires:

'Acquisition'           the   proposed  acquisition  of  the
                        entire  issued  share  capitals   of
                        MacLellan     International      and
                        MacLellan   Engineering    by    the
                        Company,     pursuant     to     the
                        Acquisition Agreement
                        
'Acquisition Agreement' the  conditional agreement dated  16
                        March  2000 between Haden  MacLellan
                        Holdings  plc  (1) and  the  Company
                        (2) relating to the Acquisition
                        
'Act'                   the    Companies   Act   1985    (as
                        amended)
                        
'Admission'             the  admission of the  new  Ordinary
                        Shares  to  trading on AIM  becoming
                        effective  in  accordance  with  the
                        AIM Admission Rules
                        
'AIM'                   the  Alternative  Investment  Market
                        of the London Stock Exchange
                        
'AIM Admission Rules'   chapter  16  of  the  Rules  of  the
                        London Stock Exchange
                        
'Application Form'      the   non-renounceable   application
                        form accompanying this document  for
                        use  by Qualifying Shareholders  who
                        wish   to  apply  for  new  Ordinary
                        Shares  under the terms of the  Open
                        Offer
                        
'Board' or 'Directors'  the directors of the Company
                        
'Company' or 'Jordec'   Jordec Group plc
                        
'Completion'            completion of the Acquisition
                        
'CREST'                 the  relevant system (as defined  in
                        the     Uncertificated    Securities
                        Regulations   1995  (SI   1995   No.
                        95/3272))   in  respect   of   which
                        CRESTCo Limited is the Operator  (as
                        defined in such Regulations)
                        
'Directors' or 'Board'  the directors of Jordec
                        
'Enlarged Group'        the   Group  as  enlarged   by   the
                        Acquisition
                        
'existing      Ordinary the  31,899,937 Ordinary  Shares  in
Shares'                 issue   as  at  the  date  of   this
                        document
                        
'Extraordinary  General the  extraordinary  general  meeting
Meeting' or 'EGM'       of  the  Company to be convened  for
                        11.15 a.m. on 13 April 2000
                        
'Form of Proxy'         the   form  of  proxy  for  use   by
                        Ordinary  Shareholders in connection
                        with Extraordinary General Meeting
                        
'Group'                 Jordec,  its  subsidiaries  and  its
                        subsidiary undertakings
                        
'Investec Henderson     Investec  Henderson  Crosthwaite,  a
Crosthwaite'            division   of  Investec  Bank   (UK)
                        Limited
                        
'Issue Price'           70p per new Ordinary Share
                        
'London Stock Exchange' London Stock Exchange Limited
                        
'Jordan'                Jordan Engineering UK Limited
                        
'MacLellan Engineering' MacLellan Engineering Services Plc
                        
'MacLellan              MacLellan International Limited
International'
                        
'new Ordinary Shares'   the  21,266,624  Ordinary Shares  to
                        be  issued  by the Company  pursuant
                        to the Open Offer
                        
'new    Share    Option the  new  Jordec Group plc  Approved
Scheme'                 Share Option Scheme 2000
                        
'Open Offer'            the  conditional open  offer  to  be
                        made  by Williams de Broe on  behalf
                        of   the   Company   to   Qualifying
                        Shareholders to subscribe for up  to
                        21,266,624  new Ordinary  Shares  at
                        the Issue Price
                        
'Ordinary Shares'       ordinary  shares of 5p each  in  the
                        capital of Jordec
                        
'Ordinary Shareholders' the holders of Ordinary Shares
                        
'Placing Agreement'     the  conditional agreement dated  16
                        March  2000 between the Company  (1)
                        A   L   R  Morton  and  others   (2)
                        Williams   de  Broe  Plc   (3)   and
                        Investec Bank (UK) Limited (4)
                        
'POS Regulations'       the   Public  Offers  of  Securities
                        Regulations 1995 (SI 1995/1537),  as
                        amended
                        
'Proposals'             the  Acquisition,  the  Open  Offer,
                        proposed  new  Share  Option  Scheme
                        and   the  change  of  name  of  the
                        Company   as   described   in   this
                        document
                        
'Proposed Director'     John  Leslie  Ellis of 21  Oakfields
                        Avenue,   Knebworth,   Hertfordshire
                        SG3 6NP
                        
'Qualifying             holders  of Ordinary Shares  on  the
Shareholders'           register  of  members of  Jordec  on
                        the  Record Date (except for certain
                        overseas Ordinary Shareholders)
                        
'Record date'           the  close of business on  10  March
                        2000
                        
'Williams de Broe'      Williams de Broe Plc

Copies  of  this  announcement are available for  inspection
from  the  Company's registered office, 14  Millbrook  Road,
Yate, Bristol BS37 5JW.

Contacts

Jordec Group plc
John Foley, Chief Executive
Stephen Shipley, Finance Director

Ross Andrews
Williams de Broe Plc
               
Investec Henderson Crosthwaite
Lee Aston