23rd Aug 2007 15:16
MITIE Group PLC23 August 2007 23 August 2007 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 , KBS Fire Protection SystemsLimited ("KBS"), MITIE Engineering Services (Liverpool) Limited ("MESLiverpool"), MITIE McCartney Fire Protection Limited ("MFP") and MITIETechnology Limited ("MTL") in accordance with their Shareholders' Agreements. The total maximum consideration for all four purchases amounts to £6,639,062.58,being satisfied as to £155,234.63 in cash and as to the remaining £5,408,132.75by the issue of 2,279,508 new ordinary shares of 2.5p each in MITIE ("the NewMITIE Shares"), valued at 237.25p per share, being the closing market price perMITIE share on 9 August 2007. The issue of New MITIE Shares is expected to takeplace by 28 September 2007. The balance of £1,075,695.20 of the consideration isdeferred and will be paid in New MITIE Shares by 30 September 2008 subject tothe attainment of specified profit targets by the relevant companies in the yearto 31 March 2008. As a result of these acquisitions, MITIE will own 100.0% of the issued sharecapital of KBS, 98.0% of MES Liverpool, 92.5% of MFP and 97.6% of MTL. Commenting on today's announcement, MITIE's Chief Executive, RubyMcGregor-Smith, said "I am delighted that the MITIE model continues to attractentrepreneurial teams to the company. Our ethos of equity incentivisation andencouraging our employees to develop to their full potential continues to be animportant part of our strategy going forward." The shareholdings to be purchased, primarily held by the employees and seniormanagement of the relevant subsidiary companies, are detailed below. • KBS Fire Protection Systems Limited ("KBS") - 21.0% of the issued share capital, comprising 2,100 B ordinary shares of 1p each and 2,100 deferred shares of £1.00 each, for a consideration of £111,870.00. Such consideration will be satisfied as to £9,206.82 in cash and as to the remaining £91,476.48 by the issue of 38,557 New MITIE Shares. The balance of £11,186.70 of the consideration is deferred and will be paid in New MITIE Shares by 30 September 2008 subject to the attainment of certain profit targets by KBS for the year ending 31 March 2008. KBS is a distributor of specialist materials for the UK passive fire protection market. The revenue, profit before tax and gross assets of KBS for the year ended 31 March 2007 were £485,000, £86,000 and £488,000 respectively. • MITIE Engineering Services (Liverpool) Limited ("MES Liverpool") - 44.0% of the issued share capital, comprising 44,000 B ordinary shares of £1.00 each, for a total maximum consideration of £2,723,160.00. Such consideration will be satisfied as to £75,010.17 in cash and as to the remaining £2,103,517.83 by the issue of 886,625 New MITIE Shares. The balance of £544,632.00 of the consideration is deferred and will be paid in New MITIE Shares by 30 September 2008 subject to the attainment of certain profit targets by MES Liverpool for the year ending 31 March 2008. MES Liverpool designs and installs mechanical and electrical services in Merseyside and the surrounding region. The revenue, profit before tax and gross assets of MES Liverpool for the year ended 31 March 2007 were £18,032,000, £853,000 and £8,459,000 respectively. 2.0% of the issued share capital of MES Liverpool will be held by minority shareholders following the purchase. • MITIE McCartney Fire Protection Limited ("MFP") - 17.4% of the issued ordinary share capital, comprising 14,389 B ordinary shares of 1p each and 20,556 deferred shares of £1.00 each, for a total consideration of £1,204,650.08. Such consideration will be satisfied as to £6.09 in cash and as to the remaining £1,204,643.99 by the issue of 507,753 New MITIE Shares at completion. MFP is one of the UK's leading national specialist contractors in the design, supply and installation of passive fire protection solutions for buildings, industrial complexes and process installations. The revenue, profit before tax and gross assets of MFP for the year ended 31 March 2007 were £13,784,000, £2,183,000 and £6,486,000 respectively. 7.45% of the issued share capital of MFP will be held by minority shareholders following the purchase. • MITIE Technology Limited ("MTL") - 43.7% of the issued share capital, comprising 78,650 B ordinary shares of £1.00 each, for a total maximum consideration of £2,599,382.50. Such consideration will be satisfied as to £71,011.55 in cash and as to the remaining £2,008,494.45 by the issue of 846,573 New MITIE Shares. The balance of £519,876.50 of the consideration is deferred and will be paid in New MITIE Shares by 30 September 2008 subject to the attainment of certain profit targets by MTL for the year ending 31 March 2008. MTL provides services throughout the UK of the design and installation of mechanical, electrical and information technology systems to business critical projects enabling increased resilience and capacity for organisations' data infrastructure. The revenue, profit before tax and gross assets of MTL for the year ended 31 March 2007 were £26,270,000, £1,914,000 and £11,669,000 respectively. 2.4% of the issued share capital of MTL will be held by minority shareholders following the purchase. 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 existing ordinary MITIE Shares, save that they have a tradingrestriction applied until 23 August 2009. It is expected that admission of theNew MITIE Shares to the Official List will become effective on 31 August 2007. Deferred Consideration in respect of the purchase of subsidiary company sharesin August 06 Pursuant to the announcement made on 23 August 2006 and the attainment ofcertain profit targets by certain subsidiary companies, MITIE will pay adeferred amount of consideration totalling £165,601 in respect of the purchaselast year of the minority shareholdings in MITIE Engineering Maintenance (SouthWest) Limited. Such consideration will be satisfied as to £19.48 in cash and bythe issue of 69,792 New MITIE Shares. 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 23August 2007. It is expected that admission of these New MITIE Shares to theOfficial List will become effective on 31 August 2007. Notes to editors For further information, please contact: John Telling, Head of Corporate AffairsT: 020 7034 7304 M: 07979 701006 David Revis, Investor Relations ManagerT: 020 7034 7306 M: 07979 702465 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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