Acquisition of Harrow Green Group and Placing
10 February 2012
RESTORE PLC
Acquisition of Harrow Green Group Limited ("Harrow Green") and Placing of new Ordinary Shares to raise £8.2 million
Restore plc ("Restore" or "the Company") is pleased to announce that it has conditionally agreed to acquire Harrow Green, the market leading UK commercial relocations business, for an initial consideration of £6.25m. Restore will assume Harrow Green's net debt of £5.6m and pay an additional amount of up to £1.0m in 2015 depending on Harrow Green's performance in 2014.
The Company also announces its intention to place 11,333,334 new ordinary shares at 75p each, raising £8.5m before expenses. The placing proceeds will be used primarily to fund the cash consideration to be paid on completion of the acquisition.
Founded in 1983 and headquartered in London, Harrow Green is the UK market leader in office relocations and a provider of records management services to blue-chip customers nationwide. It operates from eight sites and serves customers that include Goldman Sachs, UBS, Aviva and Jaguar Land Rover. In addition, Harrow Green operates a smaller-scale office relocations business and an international relocations business, and owns a 50% share in Relocom, a specialist IT relocation provider.
For the 12 months to 31 March 2012, Harrow Green is expected to record EBITDA from continuing operations of £1.4m (2011 adjusted: £1.3m) on a turnover of £29.1m (2011: £26.6m). As of 31 March 2011, Harrow Green had net assets of £2.3m.
As part of funding the Harrow Green debt that will be assumed on completion, the Company has put in place a new £4.5m invoice discounting facility with Barclays Bank plc and increased its existing five year term loan with Barclays by £1.5m.
The acquisition of Harrow Green will give the Company an unrivalled position in the UK commercial relocations market and added scale and footprint within records management, with nationwide coverage across both business lines. Commercial relocation has the same channel to market as records management, and both businesses benefit from high levels of customer retention and repeat monthly activity.
These characteristics will provide Restore with an expanded base of recurring revenues that it can leverage to deliver further growth, in addition to accelerating the development of other business units such as shredding and digital scanning.
The acquisition and placing are subject to the approval of shareholders at a General Meeting, which will be held at 10.00 a.m. on 29 February 2012 at the offices of Restore plc. A circular containing the notice convening the General Meeting will be sent to shareholders later today. Application has been made for the new ordinary shares to be admitted to AIM and, subject to shareholder approval, admission of the placing shares is expected to occur on 1 March 2012.
Charles Skinner, Chief Executive of Restore plc, said:
"This acquisition of Harrow Green is truly transformational for Restore, and will establish the Company as the UK market leader in office relocations, and the third largest provider of records management services nationwide. Harrow Green is a highly regarded company with a blue chip customer base, and there are strong synergies between the two businesses. The addition of Harrow Green will broaden the scale and scope of the Company's activities, increase our base of recurring revenues from office relocation and records management, and accelerate the growth of our other businesses such as shredding and digital scanning. We look forward to the substantial contribution that Harrow Green will make to the continued development of Restore into the UK's leading provider of office services."
For further information please contact:
Restore plc
Charles Skinner, Chief Executive Tel: 07966 234 075
Harvey Samson, Group Finance Director Tel: 07836 658 448
Cenkos Securities
Nicholas Wells / Adrian Hargrave Tel: 020 7397 8900
FTI Consulting
Nick Hasell / Sophie Moate Tel: 020 7269 7291
This information is provided by RNS
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