TIDMBILB
RNS Number : 1188T
Bilby PLC
24 March 2016
Bilby Plc ("Bilby" or the "Group")
Acquisitions of DCB and Spokemead
Placing to raise GBP5.0 million
Bilby, the holding company for gas heating, electrical and
building services companies, is pleased to announce the acquisition
of DCB (Kent) Limited for a maximum consideration of GBP4.0
million. DCB provides high quality building, refurbishment and
maintenance services to housing associations and local authorities
throughout Kent, Sussex, Essex and London. DCB also provides
disabled adaptations to occupied homes and public buildings through
a specialist division, Living Solutions, which was founded in
2001.
Bilby is also pleased to announce the acquisition of Spokemead
Maintenance Limited for a maximum consideration of GBP8.7 million.
Spokemead provides electrical installation, repairs and maintenance
services to local authority owned housing stock and has been the
principal contractor for a major London borough for the electrical
installation, repairs and maintenance for some 25 years winning
three successive five year contracts.
The acquisitions mark important further progress in Bilby's buy
and build strategy, which targets complementary businesses
servicing housing associations and local authorities in London and
the South East. The Group sees increasing opportunity in these
markets driven by government legislation such as the Right to
Repair and the Decent Homes Standard.
DCB and Spokemead will expand the range of services that Bilby
offers, as well as broadening its customer base and geographical
reach in London and the South East. DCB and Spokemead will continue
to operate under their respective brands and will also benefit from
the increased purchasing power and strong financial position of the
Enlarged Group.
The cash consideration for the Acquisitions is being financed by
a placing of 4,237,288 new Ordinary Shares to new and existing
institutional investors to raise GBP5.0 million (before expenses)
and debt funding by way on an extension of existing debt facilities
provided by HSBC Bank plc.
Commenting on the acquisition, Phil Copolo, Deputy Executive
Chairman of Bilby, said: "We are very pleased to announce the
acquisitions of DCB and Spokemead, two successful businesses that
will further enhance the Group's offer and reach. With their strong
management, both businesses have long-established reputations for
delivering high levels of service. Furthermore these acquisitions
will further enhance Bilby's ability to tender for larger-scale
contracts."
Enquiries
Bilby Plc 020 8269 3777
Phil Copolo, Executive Deputy Chairman
David Ellingham, Managing and Business Development Director
Katherine O'Reilly, Finance Director
Panmure Gordon (UK) Limited 020 7886 2500
(Nominated Adviser and Broker)
Dominic Morley
Charles Leigh-Pemberton
James Greenwood
Hudson Sandler 020 7796 4133
(Financial PR)
Charlie Jack
Emily Dillon
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Panmure Gordon will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Panmure Gordon or by any of its
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT
WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE
THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
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EACH PLACEE SHOULD CONSULT WITH ITS OWN TAX ADVISERS AS TO
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN
PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF
IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN
CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Panmure Gordon or any
of their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia, the
Republic of South Africa, New Zealand, Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada or the Financial Markets
Authority of New Zealand, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan, New Zealand or the Republic of South Africa or any
other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
Bilby Plc ("Bilby" or the "Group")
Acquisitions of DCB and Spokemead
Placing to raise GBP5.0 million
Introduction
Bilby Plc (AIM: BILB.L), the holding company for P&R
Installation Company Limited ("P&R") and Purdy Contracts
Limited ("Purdy"), has today announced that it has conditionally
agreed to acquire the entire issued share capital of DCB (Kent)
Limited ("DCB") for a maximum consideration of GBP4 million and
Spokemead Maintenance Limited ("Spokemead") for a maximum
consideration of GBP8.7 million.
Bilby was established to provide a platform for strategic
acquisitions in the gas heating, electrical and building services
industries. Bilby remains focused on acquiring complementary
businesses that expand the range of services it offers and that
broaden its customer base and geographical reach in London and
South East England.
Background to and reasons for the Proposed Placing and
Acquisitions
Bilby, the holding company for P&R and Purdy, was
established to provide a platform for strategic acquisitions in the
gas heating, electrical and building services industries. All
potential acquisition targets must meet focused acquisition
criteria based around service synergies, revenue size, geographic
focus, management team, margins, cash flows and forward order
book.
Bilby's first acquisition was P&R in March 2015, an
established and award winning provider of gas heating appliance
installation and maintenance services. Purdy was acquired in July
2015 and provides gas maintenance installation and building
maintenance services to housing associations predominantly within
South East London.
The acquisitions of DCB and Spokemead are a significant further
step in Bilby's growth strategy, as the Group continues to expand
through targeted complementary acquisitions. DCB and Spokemead will
expand the range of services that Bilby offers, as well as
broadening its customer base and geographical reach in London and
the South East. DCB and Spokemead will continue to operate under
their respective brands and will also benefit from the increased
purchasing power and strong financial position of the Enlarged
Group. The proposed Acquisitions will also create further
opportunities for collaboration and selling of a wider and more
comprehensive range of services to Bilby's local authority and
housing association customers.
Both of the proposed Acquisitions are immediately earnings
enhancing. This statement is not intended to be a profit forecast
and should not be interpreted to mean that the earnings per
Ordinary Share for the current or future financial periods will
necessarily be greater than those for the relevant preceding
financial period.
Acquisitions
DCB (Kent) Limited
DCB was founded in 1998 and has grown revenues significantly in
recent years to become one of the leading independent contractors
in the South East, employing approximately 100 directly employed
staff. DCB has three office locations in Kent and East Sussex.
DCB provides high quality building, refurbishment and
maintenance services to housing associations and local authorities
throughout Kent, Sussex, Essex and London. DCB also provides
disabled adaptations to occupied homes and public buildings through
a specialist division, Living Solutions, which was founded in
2001.
DCB provides services to housing associations and local
authorities such as AmicusHorizon, London Borough of Bexley,
Canterbury City Council, Tunbridge Wells Borough Council, Oxleas
NHS Foundation Trust, The Guinness Partnership and Eldon Housing
Association. Additionally, DCB has recently been re-awarded the
AmicusHorizon kitchens and bathrooms refurbishment contract for a
further 5 years with the potential for a further 5 year extension
at the client's option and, as part of a tendering process through
the South East Consortium, were also nominated as the preferred
contractor for East Kent Housing (for both Canterbury City Council
and Thanet District Council) for a 6 year term with the potential
for a further 5 year extension at the council's option. The current
management team will continue to manage and operate DCB within the
Bilby Group.
DCB reported revenues for the year ended 31 March 2015 of
GBP18.45 million (2014: GBP12.17 million) and adjusted(1) profit
before taxation of GBP339,356 (2014: GBP525,512). DCB had net
assets at 31 March 2015 of GBP557,691 (2014: GBP522,258).
(1) adjusted for non-recurring costs of GBP173,820 (2014:
GBP147,000) which will not be incurred post acquisition
Spokemead Maintenance Limited
The business which now comprises Spokemead has been established
for over 35 years with offices in St. Albans and South London and
has access to a skilled workforce of 30 fully qualified
electricians. Spokemead provides electrical installation, repairs
and maintenance services to local authority owned housing stock and
has been the principal contractor for a major London borough for
the electrical installation, repairs and maintenance for some 25
years winning three successive five year contracts. The current
management team will continue to manage and operate Spokemead
within the Bilby Group.
Spokemead reported revenues for the year ended 30 June 2015 of
GBP4.84 million (2014: GBP3.74 million) and profit before taxation
of GBP1.94 million (2014: GBP1.49 million). Spokemead had net
assets at 31 June 2015 of GBP2.28 million.
Acquisitions
The Company has entered into separate acquisition agreements in
relation to the sale and purchase of the entire issued share
capital of DCB and Spokemead as set out below.
DCB (Kent) Limited
Under the terms of the DCB Acquisition Agreement, Bilby has
agreed to acquire the entire issued share capital of DCB (Kent)
Limited for an aggregate maximum consideration of GBP4.0
million.
The consideration payable on Completion will be satisfied by the
payment by Bilby of GBP1.5 million in cash and the issue of 423,729
Initial Consideration Shares (with a value of GBP500,000 at the
Placing Price). Application will be made to the London Stock
Exchange for the Initial Consideration Shares to be admitted to
trading on AIM. It is expected that admission of the Initial
Consideration Shares, which will rank pari passu in all respects
with the Existing Ordinary Shares, will occur at 8.00 a.m. on 12
April 2016. The Initial Consideration Shares are subject to a
lock-in agreement until 13 April 2017.
Further consideration of up to GBP2.0 million shall be paid
subject to DCB achieving the performance targets over the three
years ending 31 March 2018 as detailed below:
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-- In respect of the year ending 31 March 2016, subject to DCB
achieving a minimum adjusted profit before taxation of at least
GBP650,000, Bilby will pay an additional consideration of GBP1.0
million, of which GBP500,000 will be paid in cash and GBP500,000
through the issue of Additional Consideration Shares. If DCB does
not achieve a minimum adjusted profit before taxation of at least
GBP650,000 in the year ending 31 March 2016, then the aggregate
consideration above shall be subject to a reduction of GBP1 for
every GBP0.50 that the adjusted profit before taxation is less than
GBP650,000;
-- In respect of the year ending 31 March 2017, Bilby will pay
an additional consideration of an amount (if any) equal to 25 per
cent. of the amount by which DCB's turnover for the year ending 31
March 2017 exceeds GBP20 million (subject to a maximum of GBP22
million). Such payment (if any) shall be made 75 per cent. in cash
and 25 per cent. in Additional Consideration Shares;
-- In respect of the year ending 31 March 2018, Bilby will pay
an additional consideration of an amount (if any) equal to 25 per
cent. of the amount by which DCB's turnover for the year ending 31
March 2018 exceeds GBP21 million (subject to a maximum of GBP23
million). Such payment (if any) shall be made 75 per cent. in cash
and 25 per cent. in Additional Consideration Shares;
-- Any Additional Consideration Shares to be issued shall be
valued at the average closing mid-market quotation for an Ordinary
Share on AIM for the 20 Trading Days immediately preceding the date
of their issue;
-- Any Additional Consideration Shares are subject to a lock-in
agreement for 6 months from date of issue; and
-- Bilby reserves the right to satisfy all or part of the
Additional Consideration SharesUPDATE FC in cash.
Completion is conditional upon (i) the Resolutions being passed,
(ii) the Placing Agreement (a) having become unconditional in all
respects save as to the conditions relating to Admission, and (b)
not having been terminated prior to Admission, and (iii)
Admission.
Restrictive covenants preventing the DCB Vendors from competing
with DCB's business and customary warranties have been provided by
the DCB Vendors in the DCB Acquisition Agreement.
Spokemead Maintenance Limited
Under the terms of the Spokemead Acquisition Agreement, Bilby
has agreed to acquire the entire issued share capital of Spokemead
Maintenance Limited for a maximum consideration of GBP8.7
million.
The consideration payable will be satisfied on Completion by the
payment by Bilby of initial cash consideration of GBP5.7 million
and the issue of 423,729 Initial Consideration Shares (with a value
of GBP500,000 at the Placing Price). The Initial Consideration
Shares are subject to a lock-in agreement until 13 April 2017.
GBP2.7 million of the consideration is dependent on Spokemead
having minimum net assets of GBP2.7 million at Completion.
Further conditional deferred consideration of up to GBP2.5
million shall be paid subject to Spokemead achieving the following
performance targets as detailed below:
-- Up to GBP1.0 million in cash subject to Spokemead achieving a
minimum adjusted profit before taxation of GBP1.1 million for the
year ending 30 June 2016. To the extent the adjusted profits are
less than GBP1.1 million, the deferred cash consideration shall be
reduced on a pound for pound basis by an amount to equal to any
such shortfall;
-- Up to GBP1.0 million in Additional Consideration Shares
subject to Spokemead achieving a minimum adjusted profit before
taxation of GBP1.6 million for the year ending 30 June 2017. To the
extent the adjusted profits are less than GBP1.6 million, the value
of the Additional Consideration Shares issued shall be reduced on a
pound for pound basis by an amount to equal to any such
shortfall;
-- A further cash payment of GBP500,000 to be paid on the
renewal or continuation of certain of Spokemead's key contractual
arrangements in 2018/2019;
-- Any Additional Consideration Shares to be issued shall be
valued at the average closing mid-market quotation for an Ordinary
Share on AIM for 20 Trading Days immediately preceding the date of
their issue;
-- Any Additional Consideration Shares are subject to a lock-in
agreement for 6 months from date of issue; and
-- Bilby reserves the right to satisfy all or part of the
Additional Consideration Shares in cash.
Completion is conditional upon (i) the Resolutions being passed,
(ii) the Placing Agreement (a) having become unconditional in all
respects save as to the conditions relating to Admission, and (b)
not having been terminated prior to Admission, and (iii)
Admission.
Restrictive covenants preventing the Spokemead Vendors from
competing with Spokemead's business and customary warranties have
been provided by the Spokemead Vendors in the Spokemead Acquisition
Agreement.
Details of the Placing
Panmure Gordon has placed 4,237,288 Placing Shares at the
Placing Price with certain institutional and other shareholders as
agent for the Company, raising gross proceeds of GBP5.0 million.
The Placing Price of 118 pence per share represents a discount of
approximately 2.9 per cent. to the closing middle market price of
121.5 pence per Ordinary Share on 23 March 2016, being the last
practicable date prior to the publication of this document. The
Placing Shares will represent approximately 10.8 per cent. of the
issued share capital on Admission.
The Placing is conditional upon, inter alia, the Resolutions
being passed at the General Meeting and Admission becoming
effective on or before 8.00 a.m. on 12 April 2016 (or such later
time and/or date as the Company and Panmure Gordon may agree, but
in any event no later than 8.00 a.m. on 26 April 2016).
Panmure Gordon may terminate the Placing Agreement in specified
circumstances, including for material breach of warranty at any
time prior to Admission, in the event of force majeure at any time
prior to Admission or on the material breach of certain other
obligations under the Placing Agreement.
Miton Asset Management ("Miton") is a related party of the
Company as defined by the AIM Rules for Companies by virtue of its
status as a substantial shareholder. Miton has agreed to subscribe
for 2,300,000 Placing Shares as part of the Placing, conditional on
Admission. The Directors consider, having consulted with the
Company's nominated adviser, Panmure Gordon, that the terms of the
Placing are fair and reasonable insofar as the Company's
shareholders are concerned.
Settlement and Dealings
Application will be made to the London Stock Exchange for the
Placing Shares and the Initial Consideration Shares to be admitted
to trading on AIM. It is expected that Admission of the Placing
Shares and the Initial Consideration Shares will occur at 8.00 a.m.
on 12 April 2016. The Placing Shares and the Initial Consideration
Shares will rank pari passu in all respects with the Existing
Ordinary Shares.
Current trading and prospects
Since 30 September 2015, both P&R and Purdy have continued
to strengthen their trading bases. This has included significant
contract wins with London Borough of Hackney, Royal Borough of
Greenwich, Hyde Housing Association and London Borough of Camden as
well as contract extensions with existing long term clients such as
Hexagon Housing Association and Central & Cecil Housing
Trust.
In November 2015 P&R achieved first place on a significant
framework tender process for gas support work for the South East
Consortium ("SEC"), a consortium of housing associations
responsible for giving access to over 140,000 properties in South
East England. The framework period is four years, with members
awarding contracts to their chosen providers starting in 2016 and
which are able to run for a period of up to seven years.
Additionally, Purdy was awarded second supplier of choice by SEC
for electrical services.
Bilby has submitted a proposal, as part of the procurement
process, for a framework agreement with Fusion21, a social
enterprise that provides leading procurement and regeneration
services to public sector organisations, large scale organisations
and the third sector, with a view to qualifying for Fusion21's
framework. A decision regarding the framework agreement is expected
shortly.
The Directors expect that the results for Bilby for the year
ending 31 March 2016 will be in line with market expectations.
General Meeting
A General Meeting of the Company will be held at the offices of
Hudson Sandler Limited, 29 Cloth Fair, London, EC1A 7NN at 11.00
a.m. on 11 April 2016.
The Directors currently do not have sufficient authority to
allot shares under the Act to effect the Placing. Accordingly the
Resolutions are being proposed at the General Meeting to ensure
that the Directors have sufficient authority to allot the Placing
Shares on a non-pre-emptive basis.
Recommendation and undertaking
The Directors consider that the Acquisitions and the Placing are
in the best interests of the Company and its Shareholders as a
whole. Accordingly, the Directors unanimously recommend that you
vote in favour of the Resolutions as each member of the Board has
irrevocably undertaken to do in respect of their beneficial
holdings and those of their connected parties amounting, in
aggregate, to 18,072,758 Ordinary Shares, representing
approximately 52.8 per cent. of the Existing Ordinary Shares of the
Company.
Expected Timetable of Principal Events
General Meeting 11.00 a.m. on 11 April 2016
Admission of the Placing Shares 8.00 a.m. on 12 April 2016
and the Initial Consideration
Shares to trading on AIM
CREST accounts to be credited 12 April 2016
in respect of the Placing Shares
in uncertificated form
Completion of the Acquisitions on or around 12 April 2016
Dispatch of share certificates Within 14 days of Admission
in respect of Placing Shares
to be issued in certificated
form
Definitions
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The following definitions have been used in this
announcement:
"Acquisitions" the proposed acquisition of the entire
issued share capital of DCB and Spokemead
and "Acquisition" shall be construed
accordingly;
"Act" the Companies Act 2006 (as amended);
"Additional Consideration the new Ordinary Shares (if any) to be
Shares" allotted fully paid to the DCB Vendors
and/or the Spokemead Vendors on satisfaction
of certain performance targets;
"Admission" the admission of the Placing Shares and
the Initial Consideration Shares to trading
on AIM becoming effective in accordance
with the AIM Rules;
"AIM" the AIM market operated by the London
Stock Exchange;
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange, as in force
at the date of this document;
"Company" or "Bilby" Bilby plc;
"Completion" completion of the Acquisitions in accordance
with their terms;
"CREST" the electronic system for the paperless
settlement of share transfers and the
holding of shares in uncertified form
administered and operated by Euroclear;
"DCB" DCB (Kent) Limited;
"DCB Acquisition Agreement" the sale and purchase agreement dated
24 March 2016 entered into between the
DCB Vendors and the Company relating
to the acquisition of DCB;
"DCB Vendors" Caroline Webster and Christopher Webster;
"Directors" or the the board of directors of the Company;
"Board"
"Enlarged Group" or the Group as enlarged by the Acquisitions;
"Bilby Group"
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST;
"Existing Ordinary 34,247,845 existing Ordinary Shares in
Shares" issue at the date of this document;
"General Meeting" the general meeting of the Company convened
for 11.00 a.m. on 11 April 2016 (or any
reconvened meeting following any adjournment
thereof), notice of which is set out
at the end of this document;
"Group" the Company and its subsidiary undertakings;
"Initial Consideration the 847,458 new Ordinary Shares to be
Shares" allotted fully paid to the DCB Vendors
and the Spokemead Vendors on Completion;
"London Stock Exchange" London Stock Exchange plc;
"Ordinary Shares" ordinary shares of 10 pence each in the
Company;
"Panmure Gordon" Panmure Gordon (UK) Limited;
"Placees" the subscribers for Placing Shares pursuant
to the Placing;
"Placing" the proposed conditional placing of the
Placing Shares by Panmure Gordon as agent
for and on behalf of the Company at the
Placing Price on the terms of the Placing
Agreement;
"Placing Agreement" the conditional agreement dated 24 March
2016 entered into between the Company
and Panmure Gordon in connection with
the Placing;
"Placing Price" 118 pence per Placing Share;
"Placing Shares" the 4,237,288 new Ordinary Shares to
be conditionally placed for cash pursuant
to the Placing Agreement;
"Shareholders" holders of Ordinary Shares
"Spokemead" Spokemead Maintenance Limited;
"Spokemead Acquisition the sale and purchase agreement dated
Agreement" 24 March 2016 entered into between the
Spokemead Vendors and the Company relating
to the acquisition of Spokemead;
"Spokemead Vendors" Deborah Rooney and Neil Rooney;
"Trading Day" any day on which Ordinary Shares are
traded on AIM;
"United States" the United States of America, each state
thereof, its territories and possessions,
and all areas subject to its jurisdiction;
and
"Vendors" together the DCB Vendors and Spokemead
Vendors.
All references in this document to "GBP" or "p" are to the
lawful currency of the United Kingdom.
Words in the singular shall include the plural and in the plural
shall include the singular.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFVAVAIVFIR
(END) Dow Jones Newswires
March 24, 2016 03:00 ET (07:00 GMT)
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