Proposed Acquisition of BET USA from Rentokil
Ashtead Group PLC
20 April 2000
ASHTEAD GROUP plc
PROPOSED ACQUISITION OF BET USA, Inc., THE U.S.
EQUIPMENT RENTAL BUSINESS OF RENTOKIL INITIAL plc.
* Acquisition of BET USA, Inc. ('BPS/Aggregate'), a leading US equipment
rental company, for £320 million on a debt free basis, provides excellent
strategic fit with Ashtead's current US operations.
* Transforms Ashtead's US business, significantly increasing the number of its
rental locations to almost 150 and making Ashtead a top five player in the
US equipment rental market.
* Benefits expected from complementary products, customer bases, geographic
locations and economies of scale.
* BPS/Aggregate made operating profit of $48 million (£30 million) on sales of
$376 million (£237 million) in the year ending 31 December, 1999 and
earnings before interest, tax, depreciation and amortisation of $102
million (£64 million).
* Marks a major step in implementing Ashtead's strategy, announced in
February, of seeking growth as an independent company.
* The acquisition is expected to enhance Ashtead's earnings per share, before
amortisation of goodwill, in the financial year ending April 2002.
* The acquisition will be financed from new facilities and through the issue
of £134 million of Convertible Loan Notes to Rentokil Initial, convertible
into ordinary shares at 150p.
Peter Lewis, Chairman of Ashtead, said:
'We have consistently looked to expand in the US - a growing and potentially
huge market for equipment rental activities. This acquisition transforms our
presence in that market, significantly increasing the number of our locations,
extending our geographical presence and expanding our product and customer
bases. The successful development of our own US operations, which have grown
turnover almost fourfold in the last three years, gives us confidence that we
can improve the performance of BPS/Aggregate as part of a group focused on
equipment rental.
'Well valued and sizeable acquisitions like BPS/Aggregate in the US have
historically been difficult to achieve - now that we have, we believe
BPS/Aggregate will support our goal of realising value for shareholders as a
growing independent company. This deal represents a step-change in the scale
of our operations in a major market with strong growth opportunities and is
the culmination of a one and a half year search for a complementary and
appropriately priced platform acquisition in the US, funded without recourse
to our existing shareholders.'
There will be a presentation to analysts at 9.30 a.m. and a press briefing at
11.15 a.m., both at Financial Dynamics, Holborn Gate, 26 Southampton
Buildings, London WC2A 1PB.
This summary should be read in conjunction with the attached press
announcement which provides further details on the acquisition.
Enquiries:
Ashtead Group plc
Peter Lewis 020 7831 3113 (20/4/00)
George Burnett 01372 362300 (thereafter)
Salomon Smith Barney
Anthony Parsons 020 7721 2000
Philip Drinkall
Financial Dynamics
Tim Spratt 020 7831 3113
Salomon Brothers International Limited ('Salomon Smith Barney'), which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited, is acting as sole financial advisor for Ashtead Group plc and for no
one else in connection with the proposed acquisition of BPS/Aggregate and will
not be responsible to anyone other than to Ashtead Group plc for providing the
protections afforded to customers of Salomon Smith Barney nor for giving
advice in relation to the proposed acquisition of BPS/Aggregate.
ASHTEAD GROUP plc
PROPOSED ACQUISITION OF BET USA, Inc., THE U.S.
EQUIPMENT RENTAL BUSINESS OF RENTOKIL INITIAL plc.
Introduction
Ashtead Group plc ('Ashtead') announces today that it has entered into an
agreement to acquire BET USA, Inc. ('BPS/Aggregate'), the US equipment rental
business of Rentokil Initial plc ('Rentokil Initial'). BPS/Aggregate will be
integrated into Ashtead's existing US business, operated through its Sunbelt
Rentals, Inc. ('Sunbelt') subsidiary.
The total consideration for the acquisition is £320 million, which will be
payable approximately 58 per cent. in cash and 42 per cent. by the issue to
Rentokil Initial of loan notes, convertible into ordinary shares of Ashtead at
150p. The cash is to be provided from new bank facilities underwritten by
Citibank N.A. ('Citibank'), Bank of America N.A. ('Bank of America') and
Lloyds TSB Bank plc ('Lloyds TSB'). Further details of the consideration are
set out below.
The acquisition, due to its size, is conditional, inter alia, upon the
approval of Ashtead's shareholders.
Background to and Reasons for the Acquisition
In February of this year, Ashtead announced the results of the strategic
review initiated last August. The Company's conclusion was that opportunities
for growth and improved and consistent returns to shareholders would be best
achieved as an independent company. Subsequently, Ashtead has been examining
options to realise its growth potential both through acquisition and
organically, particularly in the US, in line with its long-term strategy.
Benefits of the Acquisition
The Board of Ashtead believes that the acquisition will be a significant step
in implementing Ashtead's strategy of expanding its operations in growing
rental equipment markets and is an excellent opportunity for both Ashtead and
BPS/Aggregate:
* The acquisition will significantly increase Ashtead's geographic coverage
and market presence in the US, approximately doubling the number of its
rental locations to almost 150 and making Ashtead a top five player in
that market.
* After the integration of BPS/Aggregate, Ashtead will be active in 26 states
in the US - compared with 11 before the acquisition - and will be well
positioned to take advantage of the significant growth opportunities
that are available in the US equipment rental market, which is
expected to grow by 15% annually over the medium term. The US
equipment rental market is much less developed than in the UK; it
is estimated that only about 20% of equipment needs are rented
whereas, in the UK, the majority of the relevant products are
rented. However, the US rental market is growing rapidly.
The current 20% rental penetration is up from an estimated
5% just 5 years ago.
* The acquisition is expected to enhance Ashtead's earnings per share on a
fully diluted basis, before taking into account amortisation of goodwill,
in the financial year ending April 2002.
* The acquisition will provide the opportunity for significant operating
efficiencies through the integration of the Sunbelt and BPS/Aggregate
operations, including:
* improved purchasing terms for equipment;
* reduction of head office and administrative costs; and
* enhanced value for combined marketing expenditure.
* In addition, the enlarged group is expected to have a wider appeal to
larger, multi-state customers.
* The acquisition resolves uncertainty over the future of BPS/Aggregate. This
will allow a re-incentivised workforce to concentrate on developing
BPS/Aggregate's full potential as part of a group focused on equipment
rental.
Ashtead currently anticipates that in the year to 30 April, 2001
re-organisation costs will be approximately £10 million and that pre-tax
synergies of £4 million will be achieved in the year to 30 April, 2002.
Information on BPS/Aggregate
BPS/Aggregate is one of the leading US companies specialising in the rental
and sale of construction and industrial equipment, including modern aerial
work platforms, suspended platforms and scaffolding as well as a wide range of
mechanical products. BPS/Aggregate has invested heavily in new rental assets
in recent years and has a modern and well-maintained fleet. BPS/Aggregate
operates from 60 locations in 22 states and comprises two geographically
distinct businesses which are managed independently: Aggregate Equipment and
Supply ('Aggregate') and BPS Equipment Rental and Sales ('BPS'). Aggregate,
headquartered in Peoria, Illinois, has 37 locations in 14 states, from
Washington State to Ohio, covering the northern part of the US. BPS,
headquartered in Jacksonville, Florida, has 23 locations in 9 states, from
California to Florida, covering the southern part of the US. BPS/Aggregate
trades under the Aggregate, BPS and Ivy Hi-Lift trade names.
BPS/Aggregate has a broad customer base: no single customer accounts for more
than 5 per cent. of revenues. BPS/Aggregate's development strategy has been
to provide a 'one stop shop' for maintenance, industrial and construction
customers and to target selected small to medium size cities where it believes
the most attractive margins can be achieved. Customers include a broad range
of blue chip US companies.
On a UK GAAP basis and applying Ashtead's existing accounting policies,
BPS/Aggregate's turnover was $376 million (£237 million) for the year ended 31
December, 1999 (1998: $349 million: £220 million) with operating profit of $48
million (£30 million) (1998: $60 million: £38 million). As at 31 December,
1999, BPS/Aggregate had net assets of $356 million (£224 million), excluding
net indebtedness of $312 million (£197 million). BPS/Aggregate's 1999 results
were adversely impacted by a higher cost base primarily as a result of
increased investment in rental equipment and the disruption caused by the
period of uncertainty over the business' future management and ownership
following Rentokil Initial's announcement in the second half of last year that
it was divesting certain non-core businesses. Results in BPS/Aggregate's
current financial year have continued to be impacted by the sale process. The
directors of Ashtead anticipate that actions to be taken by Ashtead will
arrest the decline and benefit the results in the financial year 2001 and
subsequently.
Details of the Acquisition Agreement
The total consideration for the acquisition is £320 million comprising:
* £186 million in cash from new banking facilities; and
* £134 million loan notes, convertible into new ordinary shares in Ashtead,
which, on conversion at 150p, would represent approximately 21.7% of the
share capital of Ashtead (at the date of the acquisition).
BPS/Aggregate is being acquired on a debt-free basis and the price represents
a multiple of five times earnings before interest, tax, depreciation and
amortisation for the year ended 31 December, 1999.
The total consideration may vary depending upon BPS/Aggregate's net operating
asset position at the date of completion of the acquisition.
The acquisition is conditional, inter alia, upon:
(i) all relevant governmental and regulatory authorisations, consents and
approvals being received and necessary filings having been made; and
(ii) the approval of Ashtead's shareholders to the transaction and to an
increase in borrowing limits to permit the Company to enter into the
new banking facilities.
As part of the agreement, Rentokil Initial has agreed to use its best
endeavours to place all of its relevant equipment rental requirements with
Ashtead.
It is expected that completion of the acquisition will take place at the end
of May 2000 or as soon thereafter as all of the conditions have been
satisfied.
Details of the Convertible Loan Notes
The subscription for Convertible Loan Notes by Rentokil Initial is an
important element of the acquisition. The board of Ashtead welcomes this
investment and the benefits that should accrue to both parties from the
relationship. Rentokil Initial has undertaken not to transfer or convert any
of the Convertible Loan Notes in the year following issue and, thereafter, has
agreed to certain orderly marketing provisions.
The Convertible Loan Notes will be issued at par, will bear no interest in the
first year of issue and interest at 5.25% per annum thereafter and will have
an eight year maturity. They will be subordinated to all other Ashtead
financing facilities put in place in connection with the acquisition or
thereafter. The conversion price of the Convertible Loan Notes will be 150p.
Transfer or conversion will be permitted after one year following completion
of the acquisition (or at any time if an offer is made to shareholders of
Ashtead which is declared unconditional in all respects), provided that
Ashtead's consent will be required for any transfer which would result in the
transferee holding or having the right to hold more than 10 per cent. of
Ashtead's share capital.
The Convertible Loan Notes to be issued pursuant to the acquisition will be
convertible into 89.3 million new Ashtead shares at the rate of one new
Ashtead share for every 150p nominal amount of Convertible Loan Note
converted. Based on the closing middle market price of Ashtead shares of 105p
per share on 19 April, 2000 (the date prior to announcement of the
transaction), the conversion price of 150p per new Ashtead share represents a
premium of 42.9% to market value.
The new Ashtead shares to be issued on conversion of the Convertible Loan
Notes will rank pari passu with existing Ashtead shares.
New Bank Facility
Loan facilities totalling $825 million (£520 million) have been underwritten
by Citibank, Bank of America and Lloyds TSB. These will be used to finance
the cash element of the acquisition and to refinance certain indebtedness of
Ashtead. The undrawn amounts will be used, as necessary, to finance working
capital requirements of the enlarged Ashtead group and for general corporate
purposes.
An increase of the borrowing limits under Ashtead's Articles of Association is
required to allow Ashtead to draw down the loan facilities. Accordingly, at
the extraordinary general meeting to be convened to seek approval for the
transaction, Ashtead intends to propose an ordinary resolution to increase the
borrowing limits under its Articles of Association.
The acquisition and its financing will substantially enlarge Ashtead's
borrowings. The Board believes that these will remain at acceptable levels
following the acquisition. It is envisaged that borrowing levels will be
steadily reduced through the enlarged group's strong cashflow.
Management and Staff of BPS/Aggregate
Ashtead intends to introduce its current employee incentivisation
arrangements, which are regarded as key to its overall competitive advantage.
Each of Ashtead's new branches will be managed with considerable autonomy by
the branch's personnel, who are responsible for optimising the growth and
profitability of their branch. Meeting specified growth, return on
investment, cash management, and fleet management targets enables all
employees to participate in a monthly paid profit-share pool, which forms an
important part of every employee's total remuneration. One of the attractions
for Ashtead is the high quality of BPS/Aggregate's existing branch management.
Information on Ashtead
Ashtead is the leading equipment rental company in the UK and Sunbelt is the
tenth largest in the US. Ashtead conducts its business through a network of
349 branches that it has developed through both organic growth and
acquisition. Ashtead has 263 locations in the UK and Sunbelt has 86 locations
in the US. In recent years Ashtead's US development has been organic through
the opening of 53 greenfield sites since January 1997 reflecting, until now,
the high cost of equipment rental businesses. Ashtead also operates, through
Ashtead Technology, the Company's off-shore oilfield equipment rental
division, branches in three of the world's major off-shore oil centres,
Aberdeen, Houston and Singapore.
Ashtead's equipment fleet is one of the most modern in the industry and
comprises an extensive range of general construction and industrial equipment
supplemented by specialist products such as pumps, welding, power generation,
aerial work platforms, railtrack, shoring equipment and temporary
accommodation. Ashtead's customers are drawn from a wide variety of industries
including building and construction, civil engineering, local authorities,
highway maintenance, utilities, power generation, retail, manufacturing,
forestry and estate management, maritime, aviation, defence and regional
electricity companies.
Sunbelt is one of the most successful companies in the US rental market in
terms of organic growth, producing an almost fourfold increase in turnover in
the last three years. In that same period, Ashtead has invested approximately
£145m in its Sunbelt operations. Since 1996, more than 60 new locations have
been opened.
For the fiscal year ended 30 April, 1999, Ashtead reported turnover of £256
million (1998: £203 million) and profit before tax of £43 million (1998: £36
million). For the 6 months ended 31 October, 1999 Ashtead reported turnover
of £152 million (1998: £129 million) and profit before tax of £27 million
(1998: £22 million). Ashtead had net assets as at 30 April, 1999 of £214
million.
Current Trading and Prospects
Trends are in line with those reported when Ashtead announced its interim
results on 3 February, 2000. As stated then, UK performance in the second
half will suffer from the one-off effects of the millennium and the strategic
review; the US business continues to display strong organic growth; and
Ashtead Technology's fortunes are linked to a recovery in off-shore activity.
The acquisition of BPS/Aggregate is the culmination of a one and a half year
search for a complementary and appropriately priced platform acquisition in
the US. The Board of Ashtead is confident that the acquisition of the
BPS/Aggregate businesses will improve the opportunities for the Company and
strengthen the enlarged group's prospects.
Ashtead Management
Ashtead announces that Ian Robson, BSc, FCA, 41, will be joining as Finance
Director in mid-May following Alan Anderson's decision to pursue a change of
career after 14 years as Finance Director. Ian Robson joins from Reuters
Group PLC where he has held a succession of senior financial roles including
Head of Audit Operations - Group Internal Audit, Re-organisation Project
Director and Director - Business Risk Management. Prior to joining Reuters in
1996, he was an audit partner at PricewaterhouseCoopers.
His experience on an international scale of mergers and acquisitions,
treasury, IT development, management accounting, financial reporting and
corporate governance is highly appropriate to Ashtead as it enters the next
major phase of its growth. He will work in tandem with Alan Anderson for a
period to provide a smooth transition.
Alan Anderson will be leaving in the summer to start his own private business
in an unrelated area. He has made an immense contribution to Ashtead's growth
and the Board wishes him every happiness in his chosen, more tranquil,
lifestyle.
Other
The consent of Ashtead's shareholders is required before the transaction can
be completed. A circular providing further details of the acquisition and
convening an extraordinary general meeting of Ashtead's shareholders will be
sent to shareholders in due course.
There will be a presentation to analysts at 9.30 a.m. and a press briefing at
11.15 a.m., both at Financial Dynamics, Holborn Gate, 26 Southampton
Buildings, London WC2A 1PB.
Enquiries:
Ashtead Group plc
Peter Lewis 020 7831 3113 (20/4/00)
George Burnett 01372 362300 (thereafter)
Salomon Smith Barney
Anthony Parsons 020 7721 2000
Philip Drinkall
Financial Dynamics
Tim Spratt 020 7831 3113
The sterling equivalent of amounts stated in US dollars have been provided
only as a guide to Ashtead shareholders using exchange rates of US$1.5863 to
£1, the rates ruling at the close of business on 17 April, 2000.
Salomon Brothers International Limited ('Salomon Smith Barney'), which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited, is acting as sole financial advisor for Ashtead Group plc and for no
one else in connection with the proposed acquisition of BPS/Aggregate and will
not be responsible to anyone other than to Ashtead Group plc for providing the
protections afforded to customers of Salomon Smith Barney nor for giving
advice in relation to the proposed acquisition of BPS/Aggregate
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