24th Aug 2006 14:35
MITIE Group PLC24 August 2006 24 August 2006 MITIE GROUP PLC ("MITIE") Purchase of shares in MITIE subsidiary companies MITIE announces that it has today agreed to purchase certain minorityshareholdings of four MITIE subsidiary companies in accordance with theirShareholders' Agreements. MITIE's Chief Executive, Ian Stewart, commented "The MITIE model continues toattract entrepreneurial managers and offer them opportunities. It remains a keypart of our growth strategy." The shareholdings to be purchased in the four companies are detailed below. Suchshares are primarily held by the employees and senior management of the relevantsubsidiary company. MITIE Air Conditioning (London) Ltd ("AC London") - 24.4% of the issued sharecapital, comprising 19,500 B ordinary shares of £1 each, for a total maximumconsideration of £404,235. Such consideration will be satisfied as to £20,806.54in cash and as to the remaining £343,004.96 by the issue of 179,349 new MITIEshares. The balance of £40,423.50 of the consideration is deferred and will bepaid in new MITIE shares by 30 September 2007 subject to the attainment ofcertain profit targets by AC London for the year ending 31 March 2007. AC Londonundertakes the installation and maintenance of air conditioning systems forclients in London and the South East. The turnover, pre-tax profits and grossassets of AC London for the year ended 31 March 2006 were £7,993,000, £412,000and £2,051,000 respectively. 8.2% of the issued share capital of AC London willstill be held by minority shareholders following the purchase. MITIE Engineering Maintenance (South West) Ltd ("MEM South West") - 45.4% of theissued share capital, comprising 181,660 B ordinary shares of £1 each, for atotal maximum consideration of £2,179,920.00. Such consideration will besatisfied as to £158,526.56 in cash and as to the remaining £1,803,401.44 by theissue of 942,955 new MITIE shares. The balance of £217,992 of the considerationis deferred and will be paid in new MITIE shares by 30 September 2007 subject tothe attainment of certain profit targets by MEM South West for the year ending31 March 2007. MEM South West undertakes the maintenance of mechanical andelectrical systems in commercial and industrial buildings in the West ofEngland, and Wales. The turnover, pre-tax profits and gross assets of MEM SouthWest for the year ended 31 March 2006 were £10,299,000, £1,038,000 and£5,364,000 respectively. MITIE Engineering Services (Retail) Ltd ("MES Retail") - 3.75% of the issuedordinary share capital, comprising 3,750 B ordinary shares of £1 each, for atotal consideration of £196,912.50. Such consideration will be satisfied as to£1.50 in cash and by the issue of 102,960 new MITIE shares at completion. MESRetail operates nationally providing mechanical and electrical engineeringservices to large blue chip clients in the retail sector. The turnover, pre-taxprofits and gross assets of MES Retail for the year ended 31 March 2006 were£25,405,000, £1,436,000 and £8,454,000 respectively. MITIE Air Conditioning (Wales) Ltd ("AC Wales") - 10% of the issued sharecapital, comprising 3,000 B ordinary shares of £1 each, for a consideration of£147,330. Such consideration will be satisfied as to £8,801.89 in cash and bythe issue of 72,433 new MITIE shares. AC Wales undertakes the installation andmaintenance of air conditioning systems for clients in Wales. The turnover,pre-tax profits and gross assets of AC Wales for the year ended 31 March 2006were £1,464,000, £119,000 and £695,000 respectively. The total maximum consideration for all four purchases amounts to £2,928,397.50,being satisfied as to £188,136.49 in cash and as to the remaining £2,481,845.51by the issue of 1,297,697 new ordinary shares of 2.5p each in MITIE ("the NewMITIE Shares"), valued at 191.25p per share (being the closing market price perMITIE share on 10 August 2006, determined as per each company's Shareholders'Agreement). The issue of new MITIE shares is expected to take place by 30September 2006. The balance of £258,415.50 of the consideration is deferred andwill be paid in new MITIE shares by 30 September 2007 subject to the attainmentof specified profit targets by the relevant companies in the year to 31 March2007. As a result of these acquisitions, MITIE will own 100% of the issued sharecapital of MEM South West, AC Wales, and MES Retail, and 91.8% of AC London. Application will be made shortly to the UK Listing Authority and the LondonStock Exchange (the "LSE") for the New MITIE Shares to be admitted to theOfficial List and to trading on the LSE. The New MITIE Shares will rank paripassu with the existing ordinary MITIE shares, save that they will not beentitled to participate in dividends declared in relation to the year ended 31March 2006 and that they cannot be transferred for a period of 2 years, that is,until 24 August 2008. It is expected that admission of the New MITIE Shares tothe Official List will become effective on 31 August 2006. Deferred Consideration Pursuant to the announcement made on 24 August 2005 and the attainment ofcertain profit targets by certain subsidiary companies, MITIE will pay adeferred amount of consideration totalling £821,451.04 in respect of thepurchase last year of the minority shareholdings in MITIE Business ServicesLimited, MITIE Engineering Services (Swansea) Limited and MITIE Security (North)Limited. Such consideration will be satisfied as to £64.80 in cash and by theissue of 429,483 new MITIE shares. Following payment of the deferred consideration, Ruby McGregor-Smith, a directorof MITIE, will acquire 4,642 new MITIE shares, representing 0.0015% of theissued share capital of MITIE. Mrs McGregor-Smith will therefore have a totalholding of 62,136 ordinary shares of 2.5p each in MITIE, representing 0.02% ofthe issued share capital of MITIE. This notification relates to a transactionnotified in accordance with Disclosure Rule 3.1.4R and a disclosure made inaccordance with section 324 (as extended by section 328) of the Companies Act1985. Application will be made shortly to the UK Listing Authority and the LSE forthese new MITIE Shares to be admitted to the Official List and to trading on theLSE. These new MITIE Shares will rank pari passu with the existing ordinaryshares, save that they cannot be transferred for a period of 1 year from 24August 2006. It is expected that admission of these new MITIE Shares to theOfficial List will become effective on 31 August 2006. Notes to editors For further information, please contact: Emma Woollaston, Investor Relations ManagerT: 020 7022 8476 M: 07920 765125 MITIE is a provider of building and infrastructure services. Its extensive rangeincludes catering, cleaning, grounds maintenance, pest control, post roomreception, reprographics and security. MITIE also provides mechanical andelectrical installation, as well as general fabric maintenance. MITIE aspires to be the first choice provider for its broad client base, and candeliver single services, bundled services or the complete facilities managementpackage, all of which are individually tailored to the requirements of theclient. MITIE, which is an acronym for Management Incentive Through Investment Equity,employs a unique equity model, which delivers services with the personalcommitment of a small business, and the professionalism and quality expectedfrom a large national organisation which employs some 39,000 members of staff. For further information, please visit our website www.mitie.co.uk This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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