Acquisition, Open Offer & AGM
June 30 2003 - 3:01AM
UK Regulatory
RNS Number:9175M
Wigmore Group (The) PLC
30 June 2003
THE WIGMORE GROUP PLC ("Wigmore" or "the Company")
Acquisition, Open Offer and Notice of Annual General Meeting
Highlights
*Acquisition of D F Blanchard (Salisbury) Limited, a building maintenance
company, for up to #2,000,500
*Consideration to be satisfied by #1,002,000 in cash, #508,500 in Loan
Notes, the issue of 7,619,046 new Ordinary Shares and a deferred cash
payment of up to #340,000
*Underwritten Open Offer to raise approximately #1.067 million before
expenses
*Acquisition should result in strategic, operational and financial
benefits to the Enlarged Group
*For the year ended 31 December 2002 Blanchards' profit before taxation
was #416,000 on turnover of #6,779,000 and net assets at 31 December 2002
were #880,000
*Peter Hewitt, Chairman of Wigmore, commented:
"The acquisition represents another significant step in the growth of
the group. We look forward to taking advantage of the synergies which so
obviously exist between Blanchards and The Wigmore Group."
For further details please contact:
Peter Hewitt Executive Chairman of Wigmore 01293 423 301
Jeremy Porter/Jonathan Wright Seymour Pierce Limited 020 7107 8000
Wigmore is pleased to announce that it has entered into a conditional agreement
to acquire the entire issued share capital of D F Blanchard (Salisbury) Limited
("Blanchards"), a building maintenance company based in Salisbury (the
"Acquisition"). The consideration of up to #2,000,500 payable for the
Acquisition by Wigmore will be satisfied by #1,002,000 in cash, #458,500 in loan
notes, the issue of 7,619,046 new ordinary shares and a deferred cash payment of
up to #340,000.
Wigmore is also seeking to raise #1,067,859 before expenses by way of an
underwritten Open Offer to Qualifying Shareholders of 61,020,491 new Ordinary
Shares. Qualifying Shareholders will be invited to subscribe for 4 Open Offer
shares for every 7 Ordinary Shares held on the Record Date at the issue price of
1.75p, with an excess application facility. The open offer is fully underwritten
by Seymour Pierce Ellis. The funds raised from the Open Offer will be used to
satisfy part of the cash element of the Acquisition consideration and part to
provide general working capital.
Wigmore will also be announcing its results for the year ended 31 December 2002
later today.
Information on Blanchards
Blanchards is based in Salisbury and is engaged in building repair, maintenance
and refurbishment work, primarily focused on the public sector.
Blanchards was set up in the 1960s by David Blanchard who traded as a sole
proprietor until 1977 when D F Blanchard Limited was incorporated. Following the
purchase of Blanchards by Epicure Holdings plc in 1987, the company was
subsequently sold to Colas Limited in 1989 and continued to trade as Colas
general building division in Wiltshire until 1996, when the present management
team acquired the business.
Blanchards has historically been engaged in building maintenance through term
contracts and lump sum contracts. It now has a focus in public sector repair,
maintenance and refurbishment work. In the private sector, the focus is on
commercial or residential projects, but avoiding minor works for the general
public. Blanchards is an approved contractor to central and local government
with inclusion in the Constructionline database. Blanchards is also accredited
to ISO9002 and by the NHBC (National House Builders Council) and Building Safety
Group of Bristol.
The majority of the Blanchards' turnover is generated in Wiltshire and the
surrounding area from the following:
1. Term Contracts - principally with Annington Homes (the Ministry of Defence
estate), Interserve and Salisbury District Council;
2. Public Works - for government bodies, housing associations and health
authorities; and
3. Private Works - as a main contractor (Blanchards does not undertake work as a
sub-contractor).
The historic trading results of Blanchards for each of the three years ended 31
December 2002 are summarised below:
Years ended 31 December
2000 2001 2002
#'000 #'000 #'000
Turnover 4,683 5,247 6,779
Profit on ordinary activities before 135 120 416
taxation
Profit on ordinary activities after 105 93 317
taxation
Dividend - - 85
Retained profit 105 93 232
Blanchards employs 43 staff directly and as its strategy is that of management
contracting, the number of staff does not reflect the full operational capacity
of the company. All of the directors of Blanchards will remain on the Blanchards
board.
Background to and Reasons for the Acquisition
The Directors believe that the acquisition of Blanchards represents a good
opportunity due to the strength of Blanchards' management team and its
established trade record of cash generation and profitability. The Directors
believe that the synergies between the operations of the Group and Blanchards
should result in strategic, operational and financial benefits to the Enlarged
Group. The Directors continue to develop the Group into a focused support
services group and the acquisition of Blanchards represents a further step
towards achieving this objective by, inter alia:
*opening up new markets in the responsive repairs and maintenance sector;
*allowing, in the Directors' belief, the Enlarged Group to achieve
profitability at an earlier stage than would have been possible through
organic growth alone;
*increasing the Group's turnover, thereby creating a higher overall market
presence; and
*sharing of skills and resources, including the premises used by FNPM,
Speymill and Blanchards, to increase the geographical penetration of each
company.
Prospectus and Notice of AGM
The Company has today posted to Shareholders a Prospectus containing, inter
alia, details of the Acquisition and Open Offer. The Prospectus also contains a
notice convening an Annual General Meeting on 23 July 2003.
The Acquisition and Open Offer are conditional, inter alia, on the passing of
the Resolutions at the AGM and on Admission.
Application will be made for Admission of the Consideration Shares and the Open
Offer Shares to trading on AIM and it is expected that dealings will commence at
8.00 a.m. on 24 July 2003. The new Ordinary Shares will rank pari passu in all
respects with the existing Ordinary Shares in issue.
The Company also announces that Fidelma Hewitt has stepped down from the Board
with immediate effect. Mrs Hewitt will remain with the Company as its Human
Resources Director.
Open Offer Timetable
Event Date
Record date for the Open Offer Close of business on 26 June 2002
Prospectus posted to Shareholders 30 June 2003
Ex date for Open Offer 30 June 2003
Latest time and date for splitting of Application 3.00 p.m. on 18 July 2003
Forms (to satisfy bona fide market claims only)
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 21 July 2003
Latest date for receipt of completed application forms 3.00 p.m. on 22 July 2003
and payment in full under the Open Offer
Annual General Meeting 11.00 a.m. on 23 July 2003
Dealings expected to commence on AIM 8.00 a.m. on 24 July 2003
CREST accounts expected to be credited 8.00 a.m. on 24 July 2003
Despatch of definitive share certificates by 30 July 2003
Expressions used in this announcement shall, unless the context otherwise
requires, bear the same meanings as in the Prospectus.
This information is provided by RNS
The company news service from the London Stock Exchange
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