cres reverse take over3 Mar 2015 20:51
Terms have been agreed for a reverse takeover of Harworth Estates by Coalfield Resources, which plans to raise £115m through a placing to finance the £150m deal.
Coalfield Resources said a deal was now in place with the board of the Pension Protection Fund (PPF) to acquire the 75.1 per cent of Harworth Estates Property Group that it does not already own for £150m.
Harworth Estates is one of the largest property and regeneration businesses across the East Midlands, Yorkshire and the North of England, owning and/or managing a portfolio of approximately 27,000 acres across some 200 sites, valued at approximately £298.5m with net assets of about £248.6m as at 31 December 2014.
Due to the historic portfolio of land the Harworth Estates Group currently holds, much of which is former colliery sites and associated land, the business has a set of specialist skills in transforming often difficult parcels of brownfield land, which frequently have environmental legacy issues requiring remediation and/or incomplete legal title, into new residential, commercial and low carbon developments.
Coalfield Resources said that following completion of the reverse takeover, the enlarged group will be able to access capital on better terms than Harworth Estates Property Group has been able to do in the recent past.
As such, an acceleration of existing investment opportunities is expected together with the capture of a greater portion of any uplift in value on each project, while pursuing new growth opportunities, including acquiring new land for redevelopment.
The consideration for the acquisition of the 75.1 per cent stake will be satisfied by a combination of the issue of shares equating to about 25 per cent of the enlarged group to the PPF and a payment to the PPF of approximately £97m in cash.
On completion of the deal, Coalfield Resources proposes that its name be changed to Harworth Group plc to reflect properly the change to its underlying operations
Jonson Cox, chairman of Coalfield Resources said: "Coalfield Resources is delighted to announce this transaction with the Pension Protection Fund. It re-establishes under single ownership the property business of Harworth Estates and we welcome the PPF as a 25 per cent investor.
"It will complete the transformation of the company to a specialist brownfield property developer. We will be in a strong position to take full advantage of our proven skills in the property and regeneration markets and to deliver value. I would like to thank our existing and new shareholders for their support in achieving an important milestone for the business."
Andy Ward, PwC's senior partner in Sheffield, was the reporting accountant, and Nigel Ward, transaction services partner in Leeds, provided financial due diligence.