Acquisition & Issue of Equity
Mavinwood PLC
14 April 2005
Mavinwood Plc
('Mavinwood' or 'the Company')
Proposed Acquisition of ReStore
Proposed Placing and Clawback Offer of 35,850,000 New Ordinary Shares at 11p per
share on the basis of 3 New Ordinary Shares for every 2 Existing Ordinary Shares
Admission to trading on AIM
Notice of Extraordinary Meeting
The Board of Mavinwood announces that it has conditionally agreed to acquire
ReStore Group Holdings Limited ('ReStore'), a document storage and record
management company. ReStore presently manages the archiving, storage, retrieval
and other document management services for a wide range of clients, including
substantial law firms, banks, insurers and food manufacturing, engineering,
property and construction companies. The acquisition constitutes a reverse
takeover under the AIM Rules and, as such, requires the approval of
Shareholders, to be sought at the EGM of the Company on 10 May 2005.
The Company also proposes to raise £3,943,500 (before expenses) by means of a
Placing and Clawback Offer of 35,850,000 New Ordinary Shares at the 11p per
share ('the Issue Price'). Geraldton Services Inc. ('Geraldton'), of which Lord
Ashcroft KCMG is the ultimate beneficial owner, has agreed to subscribe for the
New Ordinary Shares, subject to clawback to satisfy valid applications from
Qualifying Shareholders under the Clawback Offer, which is conditional, inter
alia, on the passing of the resolutions at the EGM ('Resolutions') and on
admission of the Company to AIM ('Admission').
Background
Mavinwood was admitted to trading on AIM on 5 November 2004 as a company
established for the purpose of acquiring, or making investments in, companies or
businesses involved primarily in the support services sector, and which are
considered by the Directors to have the potential to create substantial
shareholder value. The acquisition of ReStore will be the first such acquisition
made by Mavinwood.
The Directors have identified ReStore as a suitable acquisition target, which
they believe offers potential for growth and improved profitability. As such
they believe that ReStore will provide a solid platform from which to grow the
Mavinwood Group to achieve their aim of becoming a market-leading UK support
services group.
Information on ReStore
ReStore was established in 1995 by its two founders, John Minton and Richard
Hunt. It fulfils an outsourcing role in the management of its clients' documents
through computer-aided archiving, storage and retrieval of their business
records.
ReStore offers a range of services to its clients, which includes:
- Archive box storage with rapid and efficient retrieval;
- Computer media and film storage;
- Secure door-to-door deliveries, whether same day, overnight or next day;
- File and box bar coding, enabling retrieval of files as well as boxes;
- On-line access to view or request files and boxes;
- Secure destruction service;
- Storage of wills, plans, drawings, medical records, insurance
certificates in secure and/or private areas;
- Turnkey/consultancy solutions;
- Off-site storage for computer tapes and magnetic media as part of
clients' back up/disaster recovery procedures;
- Document fax back service;
- Client reading/research rooms;
- Record retention programmes to conform with legal or regulatory
compliance requirements; and
- Document scanning to optical disks.
The audited financial results of ReStore for the three years ended 31 December
2002, 2003 and 2004 are summarised below:
2004 2003 2002
£'000 £'000 £'000
Turnover 3,188 2,783 2,181
Operating Profit 723 571 177
Profit before tax 713 559 139
Principal terms of the Acquisition
The Company has conditionally agreed to purchase the entire issued share capital
of ReStore from the vendors for an initial consideration of approximately £6
million. Additional consideration of up to £5 million may also be payable,
depending on the performance of ReStore during the year ending 31 March 2006. In
this respect, £8 of additional consideration will be payable in respect of each
£1 of EBIT in excess of £730,000 achieved by ReStore.
The initial consideration will be satisfied entirely in cash and the additional
consideration will be satisfied as to 50 per cent. in cash and 50 per cent. by
the issue of new Ordinary Shares, calculated by reference to the issue price of
11p per share.
The Acquisition Agreement is conditional, inter alia, on the passing of the
Resolutions at the EGM and on Admission.
Directors' and Certain Shareholders' Intentions
Kevin Mahoney and Michael Vincent intend to subscribe for 2,250,000 and
50,000 New Ordinary Shares respectively pursuant to their entitlements under the
Clawback Offer. They also intend to vote in favour of the Resolutions to be
proposed at the EGM in respect of their existing beneficial holdings, which
amount to 2,500,000 Ordinary Shares representing approximately 10.46 per cent.
of the voting rights currently exercisable at a general meeting of the Company.
Geraldton, which currently has a beneficial interest in 29.3 per cent. of the
issued share capital of the Company, has agreed to subscribe for the New
Ordinary Shares, subject to clawback to satisfy valid applications from
Qualifying Shareholders under the Clawback Offer. Qualifying Shareholders are
invited to apply for New Ordinary Shares at the Issue Price on the basis of:
3 New Ordinary Shares for every 2 Existing Ordinary Shares
registered in their name on the Record Date and so on in proportion for any
other number of Existing Ordinary Shares so registered. Qualifying Shareholders
may apply for their pro rata entitlement or less than their pro rata
entitlement, by inserting the number of New Ordinary Shares being applied for in
the relevant box on the Application Form.
On Completion and Admission, Geraldton will hold up to 42,850,000 Ordinary
Shares in aggregate, representing approximately 71.72 per cent. of the Enlarged
Issued Share Capital. In those circumstances Geraldton may be able to exert a
significant degree of control over the future conduct of the Company.
The Panel has agreed, subject to Resolution 2 being passed on a poll at the EGM,
to waive the requirement for Geraldton to make a general offer subject to the
approval of the Shareholders. Accordingly Shareholders approval will be sought
to approve the Waiver. Geraldton shall, as a non-independent shareholder, be
excluded from voting on this Resolution at the EGM. The Acquisition is
conditional on the Waiver being approved.
Extraordinary General Meeting
The Placing and the Open Offer are conditional, inter alia, on the approval of
Shareholders which is to be sought at an EGM convened for 11.00 a.m. on 10 May
2005. At this meeting ordinary resolutions will be proposed to:
1. approve the Acquisition;
2. approve the waiver by the Panel on Takeovers and Mergers of the obligation
that would otherwise fall on Geraldton to make a general offer pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
3. authorise the Directors pursuant to section 80 of the Companies Act 1985 (as
amended) to allot up to 85,000,000 ordinary shares
and a special resolution will be proposed to disapply statutory pre-emption
rights of Shareholders in accordance with section 95 of the Companies Act 1985
in relation to the New Ordinary Shares to be issued in connection with the
Placing and Clawback Offer, the issue of Ordinary Shares in connection with
rights issues and other pre-emptive issues, the grant of LTIP awards to Philip
Reid and otherwise in relation to the issue of up to 12,000,000 Ordinary Shares.
Commenting on the proposed acquisition, Chief Executive Kevin Mahoney said:
'We said at the time of listing on AIM in November 2004 that our strategy was to
acquire and consolidate a range of support services businesses in the UK. Since
then we have refined our strategy and identified the document storage sector as
one of our key target business areas for acquisitions. We are delighted to have
reached agreement to acquire ReStore, a quality company with a strong customer
base and excellent growth prospects.'
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 12 April 2005
Prospectus published 14 April 2005
Latest time and date for splitting Application Forms to satisfy
bona fide market claims under the Open Offer 3.00 p.m. 6 May 2005
Latest time and date for receipt of Form of Proxy 11.00 a.m. 8 May 2005
Latest time and date for receipt of completed Application
Forms and payment in full under the Open Offer 3.00 p.m. on 9 May 2005
EGM 11.00 a.m. on 10 May 2005
Admission effective and dealings commence in the New
Ordinary Shares on AIM and (where applicable) CREST
stock accounts expected to be credited 8.00 a.m. on 11 May 2005
Despatch of definitive share certificates for
New Ordinary Shares no later than 17 May 2005
Further details of the proposed acquisition and Placing and Clawback Offer are
contained in the admission document that is today being sent to all shareholders
and will be available for one month from the offices of Seymour Pierce,
Bucklersbury House, 3 Queen Victoria Street, London EC4N 8EL.
Contacts:
Kevin Mahoney, Chief Executive 020 7661 9650
Michael Vincent, Finance Director 020 7661 9651
John Coles, Weber Shandwick 020 7067 0749
Louise Carpenter, Seymour Pierce Limited: 020 7107 8000
This information is provided by RNS
The company news service from the London Stock Exchange
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