26th Mar 2015 13:48
LONDON (Alliance News) - Haversham Holdings PLC Thursday confirmed it has reached terms on its proposed reverse takeover of the BCA Group, the used car dealership and owner of WeBuyAnyCar.com for GBP1.23 billion, and will raise GBP1.03 billion through a share placing to fund the deal.
Haversham says the offer will consist of a share consideration of GBP104.5 million through the issue of 69.5 million shares, and the remainder in cash funded from the placing and a new GBP200 million loan facility.
Following the reverse takeover it plans to rename as BCA Marketplace PLC, and will move to the standard listing segment of the official list of the London Stock Exchange from AIM, with plans to move to the premium listing segment in due course.
At the placing price, the market capitalisation of the newly formed company will be GBP1.17 billion.
It said its net debt on completion will be GBP126.8 million. It is targeting a progressive dividend policy pay-out ration of 75% of adjusted net income.
"The acquisition of BCA represents an important strategic step for Haversham into the automotive sector. BCA is a market-leading business with a unique position in the used vehicle marketplace. Haversham's management team sees exciting growth opportunities in the changing European used vehicle market and plans to refresh BCA's strategy to enhance its strong growth record," said Executive Chairman Avril Palmer-Baunack in a statement.
In the year half year to end-June the BCA Group's adjusted earnings before interest, tax, depreciation and amortisation was GBP43.4 million on revenue of GBP458.4 million.
Cenkos, which has been appointed as lead manager, broker and joint financial adviser on the deal, said completion would give a significant boost to its revenue in the current year.
Haversham was created last year by Palmer-Baunack and Marwyn Value Investors Ltd, the specialist investment management company, with the support of institutional investors including Invesco, Artemis, Aviva and Schroders with the specific aim of finding an investment in the UK and European automotive, support services, leasing, engineering or manufacturing sectors.
Palmer-Baunack may be most well-known for a short stint as executive chairman of Stobart Group Ltd, but she also chairs vehicle tracking systems company Quartix Holdings PLC and was previously chief executive of Universal Salvage PLC, Autologic PLC.
Marwyn, in a separate statement on Thursday, said it has agreed to subscribe for GBP10 million worth of Haversham shares in the placing, increasing the value of the investment made by the Marwyn Value Investors LP fund to GBP21.3 million.
Shares in Haversham are currently suspended.
By Hana Stewart-Smith; [email protected]; @HanaSSAllNews
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