Acquisition
June 05 2003 - 3:00AM
UK Regulatory
RNS Number:9433L
Tribal Group PLC
05 June 2003
Tribal Group plc
5 June 2003
New banking facilities and acquisitions
Tribal Group plc ("Tribal Group"), the provider of professional support services
to the UK public sector, is pleased to announce the signing of new banking
facilities and the acquisition of Davies Byatt Limited ("Davies Byatt") for a
total consideration of #2.317 million and MPC Limited ("MPC") for a total
consideration of #3 million.
New banking facilities
Tribal has signed a new four year revolving banking facility of #100 million and
a new working capital facility of #3 million. Bank of Scotland is the lead
arranger, with Royal Bank of Scotland, Lloyds TSB and Barclays also part of the
syndicate.
Henry Pitman, Chief Executive of Tribal Group, commented: "These new banking
facilities will provide Tribal Group with considerable flexibility in financing
its future development, including acquisitions."
Acquisition of Davies Byatt
Davies Byatt provides consultancy, research and development services and written
material for the basic and key skills markets. Its client base includes the
Basic Skills Agency, University for Industry and the Department for Education
and Skills ("DfES"). The acquisition consolidates and complements Tribal
Group's existing capabilities. Davies Byatt is already involved in joint
initiatives with Tribal Group and is bidding for a number of new basic skills
contracts with the DfES.
Tribal Group has purchased the entire issued share capital of Davies Byatt. In
the year ended 30 August 2002, the company reported operating profit of #148,000
on turnover of #1.6 million. In the seven month period ended 31 March 2003, the
company had operating profit of #197,000 on turnover of #733,000. At 31 March
2003, net assets were #233,000.
The initial consideration of #917,000 (which includes the purchase of cash
balances of approximately #167,000) has been satisfied by:
* #817,000 in cash; and
* the issue of 30,358 new ordinary shares of 5p each in Tribal Group plc
("New Tribal Group Davies Byatt Shares"), which may not be sold by the vendors
for at least twelve months.
Deferred consideration of up to #1.4 million will be paid based on the growth in
operating profit of Davies Byatt in the year ending 31 March 2004. The deferred
consideration will be satisfied by the issue of new Tribal Group shares or, at
Tribal Group's option, loan notes, save for the first #450,000 which will be
satisfied in loan notes.
Acquisition of MPC
MPC advises on corporate communications and media relations for local
authorities and central government agencies. It also provides interim
management, internal communications and event management services. The
acquisition broadens Tribal Group's service offering in the communications
sector, providing skills and experience that will complement current activities
and offer significant cross selling opportunities to respective customers.
Tribal Group has purchased the entire issued share capital of MPC. In the nine
months ended 31 March 2003, the company reported operating profit (after
normalised director's remuneration) of #218,000 on turnover of #0.5 million.
The initial consideration of #1.25 million (which includes the purchase of cash
balances of approximately #340,000) has been satisfied by:
* #800,000 in cash; and
* the issue of 135,501 new ordinary shares of 5p each in Tribal Group
plc ("New Tribal Group MPC Shares"), which may not be sold by the vendors for at
least twelve months.
Deferred consideration of up to #1.75 million will be paid based on the growth
in operating profit of MPC in the three years ending 31 March 2006. The
deferred consideration will be satisfied by the issue of new Tribal Group shares
or, at Tribal Group's option, loan notes, save for the first #250,000 which will
be satisfied in loan notes.
Application has been made for admission of the New Tribal Group Davies Byatt
Shares and the New Tribal Group MPC Shares (together, the "New Tribal Group
Shares") to trading on the Official List of the London Stock Exchange. It is
expected that the New Tribal Group Shares will commence trading on the Official
List on 10 June 2003. The New Tribal Group Shares will rank pari passu in all
respects with the existing ordinary shares of 5p each in Tribal Group.
Commenting on the acquisitions, Henry Pitman, Chief Executive of Tribal Group,
said: "We are delighted to announce the acquisitions of Davies Byatt and MPC,
which will enhance the services offered to our public sector client base. Both
companies have strong reputations in their respective sectors and management
teams that are dedicated to growing the companies significantly alongside
existing Tribal Group businesses."
Tribal Group looks forward to giving a further update on current trading when it
announces its results for the year ended 31 March 2003 in the last week of June.
End
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