TIDMGTLY
RNS Number : 2121F
Gateley (Holdings) PLC
06 March 2020
6 March 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
GATELEY (HOLDINGS) PLC
("Gateley" or the "Group")
AIM: GTLY
Acquisition of The Vinden Partnership Limited, Issue of Equity
and Total Voting Rights
Gateley (Holdings) Plc (AIM:GTLY), the legal and professional
services group, is pleased to announce the acquisition of The
Vinden Partnership Limited ("Vinden"), a specialist business
offering corporate advisory, dispute resolution and consultancy to
the built environment in the property and construction markets, for
a maximum consideration of GBP6.75m (the "Acquisition"), equating
to a maximum Enterprise Value of GBP5.15m.
Vinden, which will trade under the name Gateley Vinden Limited
following acquisition, strengthens Gateley's construction team,
adding weight to its corporate advisory, dispute management and
resolution expertise, whilst expanding its growing portfolio of
complementary services.
Vinden is a well-established, profitable and cash generative
business. In the year ended 31 August 2019, Vinden's revenue was
GBP4.7m, generating profit before tax of GBP0.8m. Net assets at
completion will not be less than GBP2.1m, including net cash of
approximately GBP1.6m.
The Board expects the Acquisition to be immediately earnings
enhancing.
Background to Vinden
Vinden has been operating in the property and construction
markets for over 25 years. Its services include dispute management,
quantity surveying, project management, bank monitoring, building
surveying, sustainability, corporate services and insurance major
loss reinstatement. The business has varied and extensive project
experience, which covers many sectors including residential,
education, affordable housing, industrial, office, retail, health
and hotels and leisure.
Vinden operates from five locations, Bolton, Nottingham,
Liverpool, Manchester and London. The team is 40-strong and
growing, with the majority of staff based in the company's head
office in Bolton.
CEO and founder, Peter Vinden, Managing Director, Chris Duffill
and Directors, Andrew Crompton and Martin Bennett will remain on
the Gateley Vinden management board going forward.
Acquisition rationale
The Acquisition of Vinden adds to and expands the range of
dispute management and resolution services offered by the Group's
construction team. It also adds real estate and construction
funding services which complement the work undertaken by the
Group's banking and real estate teams. The Acquisition is
consistent with Gateley's growth strategy to acquire legal and
professional services businesses which offer complementary
specialist services, across Gateley's five business groups.
Terms of the acquisition
Under the terms of the Acquisition, Gateley has acquired the
entire issued share capital of Vinden for up to a maximum
consideration of GBP6.75m. The initial payment on completion will
be GBP6.15m, settled 51.2 per cent. in cash and 48.8 per cent. by
the issuance of 1,602,564 ordinary shares of 10 pence each in the
capital of Gateley ("Ordinary Shares") at a price of GBP1.872 per
Ordinary Share. The initial cash consideration will be funded from
Gateley's existing banking facilities.
Deferred consideration of up to GBP0.6m is payable based on
Gateley Vinden's financial performance in the year ending 31 August
2020. Deferred consideration will be settled 50 per cent. in cash
and 50 per cent. in Ordinary Shares, valued at the average 10-day
closing price of an Ordinary Share on the last practicable date as
the deferred consideration falls due.
Issue of new Ordinary Shares
As part of the consideration payable on completion, 1,602,564
Ordinary Shares are to be issued. Application will be made to the
London Stock Exchange for the 1,602,564 new Ordinary Shares to be
admitted to trading on AIM ("Admission"). It is expected that
Admission will take place at 8.00 a.m. on 12 March 2020.
The new Ordinary Shares will rank pari passu with the existing
Ordinary Shares in issue. Following Admission, Gateley's total
issued share capital will comprise 117,609,094 Ordinary Shares.
This number may be used by shareholders in Gateley as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of Gateley under the FCA's
Disclosure Guidance and Transparency Rules.
Michael Ward, Gateley Chief Executive Officer, said:
"I am pleased to welcome the Vinden team to Gateley. This is a
team we know and trust. Their results driven, client centric and
inclusive culture is fully aligned with Gateley's and we are
confident that the integration process will be smooth and rapid.
Bringing Vinden's skills in-house strengthens and expands our
corporate advisory, dispute management and resolution
expertise.
"This is our ninth acquisition since we joined the AIM market in
2015. We continue to deliver on our strategy, building a strong and
diversified group for the benefit of all our stakeholders - our
people, our clients and our investors."
Peter Vinden, Chief Executive of The Vinden Partnership,
added:
"This is a really positive move for our team and we are
delighted to join Gateley. Our two companies have worked together
successfully for a number of years and have a shared ethos and
approach. By combining our multi-talented teams, we have an
enhanced offering for clients which will bring numerous benefits
for all."
Enquiries:
Gateley (Holdings) Plc
Neil Smith, Finance Director Tel: +44 (0) 121
234 0196
Nick Smith, Acquisitions Director and Head Tel +44 (0) 20 7653
of Investor Relations 1665
Cara Zachariou, Head of Corporate Communications Tel +44 (0) 121
234 0074
Mob: +44 (0) 7703
684 946
finnCap - Nominated adviser and broker Tel +44 (0) 20 7220
0575
Matt Goode / James Thompson (Corporate Finance)
Andrew Burdis (ECM)
N+1 Singer - Joint broker Tel +44 (0) 20 7496
3000
Peter Steel / Ben Farrow (Corporate Finance)
Rachel Hayes (Corporate Broking)
Belvedere Communications Limited - Financial
PR
Cat Valentine (cvalentine@belvederepr.com) Mob: +44 (0) 7715
769 078
Keeley Clarke (kclarke@belvederepr.com) Mob: +44 (0) 7967
816 525
Llew Angus (langus@belevederepr.com) Mob: +44 (0) 7407
023 147
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END
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