24th Aug 2005 15:36
MITIE Group PLC24 August 2005 MITIE GROUP PLC ("MITIE") Purchase of shares in MITIE subsidiary companies MITIE announces that on 24 August 2005 it agreed to purchase certain minorityshareholdings of seven 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 seven companies are detailed below.Such shares are primarily held by the employees and senior management of therelevant subsidiary company. MITIE Air Conditioning (Wales) Ltd ("AC Wales") - 33% of the issued sharecapital, comprising 9,900 B ordinary shares of £1 each, for a consideration of£475,794. Such consideration will be satisfied as to £31,506.62 in cash and asto the remaining £444,287.38 by the issue of 267,643 new MITIE shares. AC Walesundertakes the installation and maintenance of air conditioning systems forclients in Wales. The turnover, pre-tax profits and gross assets of AC Wales forthe year ended 31 March 2005 were £1,724,000, £344,000 and £881,000respectively. 10% of the issued share capital of AC Wales will still be held byminority shareholders following the purchase. MITIE Air Conditioning (West) Ltd ("AC West") - 49% of the issued share capital,comprising 24,500 B ordinary shares of £1 each, for a consideration of£419,685.00. Such consideration will be satisfied as to £48,510.66 in cash andas to the remaining £371,174.34 by the issue of 223,599 new MITIE shares. ACWest installs and maintains air conditioning systems for clients primarily inthe West of England. The turnover and pre-tax profits and gross assets of ACWest for the year ended 31 March 2005 were £4,702,000, £254,000 and £1,506,000respectively. MITIE Business Services Ltd ("MBS") - 47.78% of the issued ordinary sharecapital, comprising 238,919 B ordinary shares of 1p each and 60,000 deferredshares of £1 each, for a total maximum consideration of £6,061,377.03. Suchconsideration will be satisfied as to £292,136.55 in cash and as to£5,163,102.98 by the issue of 3,110,303 new MITIE shares at completion. Thebalance of £606,137.50 of the consideration is deferred and will be paid in newMITIE shares by 30 September 2006 subject to the attainment of certain profittargets by MBS for the year ending 31 March 2006. MBS provides reprographic andpost-room facilities to banking, legal and commercial ventures in London, theSouth East and major UK cities. The turnover, pre-tax profits and gross assetsof MBS for the year ended 31 March 2005 were £19,833,000, £2,746,000 and£7,006,000 respectively. MITIE Engineering Services (Retail) Ltd ("MES Retail") - 3% of the issued sharecapital, comprising 3,000 B ordinary shares of £1 each, for a consideration of£90,420. Such consideration will be satisfied as to £8,001 in cash and as to theremaining £82,419 by the issue of 49,650 new MITIE shares. MES Retail operatesnationally providing mechanical and electrical engineering services to largeblue chip clients in the retail sector. The turnover, pre-tax profits and grossassets of MES Retail for the year ended 31 March 2005 were £10,623,000, £523,000and £3,247,000 respectively. 3.75% of the issued share capital of MES Retailwill still be held by minority shareholders following the purchase. MITIE Engineering Services (Swansea) Ltd ("MES Swansea") - 45.5% of the issuedordinary share capital, comprising 36,400 B ordinary shares of 1p each and 6,800deferred shares of £1 each, for a total maximum consideration of £800,073. Suchconsideration will be satisfied as to £25,012.18 in cash and as to £695,053.62by the issue of 418,707 new MITIE shares at completion. The balance of£80,007.20 of the consideration is deferred and will be paid in new MITIE sharesby 30 September 2006 subject to the attainment of certain profit targets by MESSwansea for the year ending 31 March 2006. MES Swansea's principal activity isthe installation of electrical and mechanical services in domestic, commercialand industrial premises in West Wales. The turnover, pre-tax profits and grossassets of MES Swansea for the year ended 31 March 2005 were £3,659,000, £388,000and £1,517,000 respectively. MITIE Security (North) Ltd ("Security North") - 46.76% of the issued sharecapital, comprising 110,816 B ordinary shares of £1 each, for a total maximumconsideration of £1,353,063.36. Such consideration will be satisfied as to£150,220.98 in cash and as to £1,067,536.04 by the issue of 643,094 new MITIEshares at completion. The balance of £135,306.34 of the consideration isdeferred and will be paid in new MITIE shares by 30 September 2006 subject tothe attainment of certain profit targets by Security North for the year ending31 March 2006. Security North provides security manned guarding services andtechnology solutions to clients in the North of England. The turnover, pre-taxprofits and gross assets of Security North for the year ended 2 April 2005 were£9,756,000, £487,000 and £2,475,000 respectively. MITIE Security (Scotland) Ltd ("Security Scotland") - 19.47% of the issuedordinary share capital, comprising 27,080 B ordinary shares of 1p each, for aconsideration of £219,889.60. Such consideration will be satisfied as to£21,064.76 in cash and as to £198,824.84 by the issue of 119,774 new MITIEshares. Security Scotland provides security manned guarding services andtechnology solutions to clients in Scotland. The turnover, pre-tax profits andgross assets of Security Scotland for the year ended 2 April 2005 were£2,497,000, £80,000 and £793,000 respectively. The total maximum consideration for all seven purchases amounts to £9,420,301.99satisfied at completion as to £576,452.75 in cash and as to the remaining£8,022,398.20 by the issue of 4,832,770 new ordinary shares of 2.5p each inMITIE ("the New MITIE Shares"), valued at 166p per share (being the closingmarket price per MITIE share on 11 August 2005, determined as per each company'sShareholders' Agreement). The balance of £821,451.04 of the consideration isdeferred and will be paid in new MITIE shares by 30 September 2006 subject tothe attainment of specified profit targets by relevant companies. As a result of these acquisitions, MITIE will own 100% of the issued sharecapital of AC West, MBS, MES Swansea, Security North and Security Scotland, 90%of AC Wales and 96.25% of MES Retail. Application will be made shortly to the UK Listing Authority and the LondonStock Exchange plc for the New MITIE Shares to be admitted to the Official List.The New MITIE Shares will rank pari passu with the existing ordinary shares,save that they will not be entitled to participate in dividends declared inrelation to the year ended 31 March 2005 and that they cannot be transferred fora period of 2 years from 24 August 2005. It is expected that admission of theNew MITIE Shares to the Official List will become effective on 31 August 2005. As a result of the acquisition of MBS, Ruby McGregor-Smith, a director of MITIE,acquired 48,141 new MITIE shares, representing 0.02% of the issued share capitalof MITIE. Mrs McGregor-Smith now has a total holding of 57,494 ordinary sharesof 2.5p each in MITIE, representing 0.02% of the issued share capital of MITIE.This notification relates to a transaction notified in accordance withDisclosure Rule 3.1.4R and a disclosure made in accordance with section 324 (asextended by section 328) of the Companies Act 1985. For further information please contact: Ian StewartChief ExecutiveMITIE Group PLCTel: 0117 970 8800Mobile: 07979 701002 Ruby McGregor-SmithGroup Finance DirectorMITIE Group PLCTel: 0117 970 8800Mobile: 07979 701004 John TellingHead of Corporate AffairsMITIE Group PLCTel: 020 7407 0094Mobile: 07979 701006 24 August 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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