Last checked at 2 Jun 2008 07:00
Speymill purchases remaining 49% of GOAL Service GmbH
Further consolidates Speymill's position in the German property asset management and property management business
Deal is immediately EPS enhancing to Speymill
Speymill (AIM: SYG), the property service business specialising in real estate investment management, property construction and property management, today announces that it has acquired the remaining 49% of its 51% owned GOAL Services GmbH subsidiary ("GOAL" or "the Subsidiary") which it did not already own (the "Transaction"). GOAL, which is incorporated in Germany, is a property management company for a number of German property funds, including the AIM quoted fund, Speymill Deutsche Immobilien Company PLC ("SDIC") (AIM: SDIC and SDCC), where the Company's subsidiary, Speymill Property Group Limited, is the investment manager. The selling shareholder is Florian Lanz, who has resigned from the board of GOAL. It is intended that Mr. Lanz will enter into a consultancy service agreement with the Subsidiary, for an initial period of twelve months and will be remunerated in line with his previous director's fees.
The audited profit before tax attributable to the 49% of GOAL which has been acquired was approximately £796,000 for the year ended 31st December 2007, while the audited gross assets attributable to 49% of GOAL were approximately £3,396,000 (as at 31st December 2007).
The proposed consideration will consist of an immediate cash payment to Mr. Lanz of €1 million (approximately £797,000), with a further deferred component (the "Performance Fee"), which is subject to an upper limit and which will only become payable to Mr. Lanz in the event that the underlying SDIC funds have achieved an average annual compound growth rate of over ten per cent. from the time of their launch in 2006 until March 2013 (the "Relevant Period"). In the event that the return on the SDIC funds exceeds the minimum return required to earn the Performance Fee, Mr. Lanz will be entitled to 49% of the fees thereby earned by GOAL over the Relevant Period, based on SDIC's assets held at the current time. For clarification, GOAL is entitled to a maximum of 16% of any fees generated by SDIC's assets held at the current time.
The effect on the Company will be that it will have full ownership and control of GOAL and will henceforth be able to fully consolidate the Subsidiary, rather than including 51% of GOAL under joint venture accounting as it has done to date.
The Transaction is a related party transaction under Rule 13 of the AIM Rules for Companies because, at the time of the Transaction, Florian Lanz was a director of the Subsidiary. The directors of Speymill consider, having consulted with the Company's Nominated Adviser, that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Commenting on the Transaction, Bob MacDonald, Chief Executive Officer of Speymill plc, said:
"Speymill plc's full acquisition of GOAL Services highlights the enormous opportunity we see in the overall German property market and re-emphasises our strong commitment to this core part of our business".
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For further enquiries:
| Speymill plc | |
| Bob MacDonald, Chief Executive Officer | Tel: 020 7659 0763 |
| Neil Holmes, Group Company Secretary | Tel: 01624 640860 |
| Nabarro Wells & Co. Limited (Nominated Adviser) | |
| Robert Lo/David Nabarro | Tel: 020 7634 4705 |
| Parkgreen Communications Ltd | Tel: 020 7479 7933 |
| Paul McManus | Mob: 07980 541 893 |