Restore Regulatory News (RST)

1 Jun 2005 07:00

Mavinwood PLC1 June 2005 Mavinwood Plc ("Mavinwood" or "the Company") Proposed Acquisition of Ansa Holdings Limited Proposed Placing of 250,000,000 New Ordinary Shares at 8p per share Admission to trading on AIM Notice of Extraordinary Meeting The Board of Mavinwood announces that it has conditionally agreed to acquireAnsa Holdings Limited ("Ansa"), a market leader in the insurance claimsmanagement sector, offering drainage services to a wide range of UK insurancecompanies. The acquisition constitutes a reverse takeover under the AIM Rulesand, as such, requires the approval of Shareholders, to be sought at an EGM ofthe Company on 29 June 2005. The Company also proposes to raise £20 million (before expenses) by means of aPlacing of 250,000,000 new Ordinary Shares at 8p per share ("the Issue Price").Geraldton Services Inc. ("Geraldton"), which currently has a beneficial interestin 65.6 per cent. of the issued share capital of the Company and of which LordAshcroft KCMG is the ultimate beneficial owner, has agreed to underwrite thePlacing, which is conditional, inter alia, on the passing of the resolutions atthe EGM ("Resolutions") and on admission of the Company to AIM ("Admission"). Background Mavinwood was admitted to trading on AIM on 5 November 2004 as a companyestablished for the purpose of acquiring, or making investments in, companies orbusinesses involved primarily in the support services sector, which areconsidered by the Directors to have the potential to create substantialshareholder value. The Company's first acquisition, of ReStore Limited, adocument storage and record management company, was completed on 11 May 2005.The acquisition of Ansa will be Mavinwood's second and the Directors believethat it represents a good opportunity to diversify the activities and improvethe profitability and performance of the Mavinwood Group. The Company is also indiscussions which may lead to further acquisitions in due course, pursuant toits strategy of building a market-leading UK support services group. Information on Ansa Ansa was established in 1981 as a regional family business offering drainageservices. It became a specialist in insurance claims handling in 2000 and hassubsequently developed IT systems and processes to service insurance relateddrainage claims. Ansa identifies valid insurance claims, arranges for a surveyof a site and recommends necessary repairs, which may be undertaken either byAnsa's in-house contractors or by one of its UK network of accreditedsub-contractors. Ansa also provides health and safety training for its staff andfor external corporate clients at two sites in the North West of England. The audited financial results of Ansa for the three years ended 31 December2002, 2003 and 2004 are summarised below: 2004 2003 2002 £'000 £'000 £'000 Turnover 15,776 10,489 6,153EBITA (Earnings before interest, taxation andgoodwill amortisation and exceptional items) 999 545 451 Principal terms of the Acquisition The Company has conditionally agreed to purchase the entire issued share capitalof Ansa from the vendors for an aggregate consideration of approximately£17,387,000 which will be satisfied as to approximately £14,547,000 in cash, asto approximately £1,852,000 by the issue of consideration shares and the balanceof approximately £988,000 by the issue of consideration loan notes. In addition,the Company has agreed to procure that the Ansa Group repays on completioncertain indebtedness amounting in aggregate to approximately £7,613,000. Debtfunding has been provided to Mavinwood by Allied Irish Bank. The Acquisition Agreement is conditional, inter alia, on the passing of theResolutions at the EGM and on Admission. Extraordinary General Meeting The Placing and the Open Offer are conditional, inter alia, on the approval ofShareholders which is to be sought at an EGM convened for 11.00 a.m. on 29 June2005. At this meeting ordinary resolutions will be proposed to: 1. approve the Acquisition; and 2. authorise the Directors pursuant to section 80 of the Companies Act 1985 (as amended) to allot up to 440,000,000 ordinary shares and a special resolution will be proposed to disapply statutory pre-emptionrights of Shareholders in accordance with section 95 of the Companies Act 1985in relation to the New Ordinary Shares to be issued in connection with thePlacing, the issue of Ordinary Shares in connection with rights issues and otherpre-emptive issues, the grant of LTIP awards to Philip Reid and otherwise inrelation to the issue of up to 67,000,000 Ordinary Shares. Commenting on the proposed acquisition, Chief Executive Kevin Mahoney said: "One of our strategic priorities was an acquisition in the emergency servicesand repairs sector. Ansa is a proven business with an excellent reputation forservicing insurance related drainage claims. The opportunities for furthergrowth are enormous. The market for UK emergency unblocking, repair andrebuilding of drains in 2004 is estimated at £490 million and growing fast. Ansais well positioned to grow its share of the market and I am delighted we havemade this acquisition." Further details of the proposed acquisition and Placing are contained in theadmission document that will today be sent to all shareholders and will beavailable for one month from the offices of Seymour Pierce, Bucklersbury House,3 Queen Victoria Street, London EC4N 8EL. Contacts: Kevin Mahoney, Chief Executive 020 7661 9651Michael Vincent, Finance Director 020 7661 9650John Coles, Weber Shandwick 020 7067 0749Louise Carpenter, Seymour Pierce Limited 020 7107 8000 This information is provided by RNS The company news service from the London Stock Exchange