Aukett Swanke Regulatory News (AUK)

9 Mar 2005 07:01

Aukett Group PLC08 March 2005 FOR IMMEDIATE RELEASE 8 March 2005 AUKETT GROUP PLC Proposed acquisition of Fitzroy Robinson Limited, Change of Name,Proposed waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers Amendments to Articles of Assocation and Notice of Extraordinary General Meeting 1. Introduction On 30 November 2004, the Board announced that it was in negotiations relating toa potential acquisition by the Company of Fitzroy Robinson, the terms of whichconstitute a reverse takeover under the Listing Rules. The Company's ExistingOrdinary Shares were accordingly suspended from the Official List and fromtrading on 30 November 2004, but are expected to be restored tomorrow. Today, the Company announces that it has reached conditional agreement toacquire Fitzroy Robinson for £2,277,663 (based on the share price at the closeof business on 29 November 2004, being the day before the Suspension), to besatisfied by the issue to the Vendors of 72,392,431 New Ordinary Shares,representing approximately 49.99 per cent. of the Enlarged Share Capital, and£0.2 million of Loan Stock. In view of its size, the Acquisition constitutes a reverse takeover pursuant tothe Listing Rules and is conditional, inter alia, on the approval of theCompany's Shareholders, which is to be sought at the Extraordinary GeneralMeeting. At the Extraordinary General Meeting, the Company will also seek theapproval of the Company's Shareholders for a waiver of the obligation that theVendors of Fitzroy Robinson would otherwise have to make a mandatory cash offerfor the Company pursuant to Rule 9 of the City Code. The Board proposes to change the name of the Company to "Aukett Fitzroy RobinsonPlc". Aukett also announces today its results for the year ended 30 September 2004. 2. Brief history and description of Aukett Aukett provides professional design services to the property and constructionsectors. Its services principally comprise architecture, engineering, interiordesign, master planning and related disciplines. It has a network of overseasoffices and informal arrangements with overseas partners that enables the Groupto deliver projects for local and international clients throughout Europe. The Aukett practice was founded in 1972 as an architectural and interior designpartnership. Over the subsequent 16 years the practice was incorporated as acompany and developed into a multidisciplinary integrated design operation bydiversifying into associated disciplines such as engineering, landscaping,master planning and graphic design. In 1988, the Company listed on the OfficialList of the London Stock Exchange. Over the next 14 years, the Group expandedinto Europe, opening offices in the Netherlands, Germany, Spain, France, theCzech Republic, Slovakia, Poland and Italy. The added value the Group can offer to clients is two-fold. First, by using itsprofessional expertise to facilitate the grant of planning permission forschemes, the Group can significantly increase the value of land on a developer'sbooks. Secondly, the cost-effective and timely design and delivery of innovativeschemes provide clients with a competitive edge. Fees are usually a negotiatedpercentage of the construction value of a project. The Group actively works with a wide range of notable clients, many of whom havebuilt up a long term relationship with the Group. Recent and on-going projectsinclude the award winning interior fit-out of the head office of Diageo, fit-outof studios and offices for BskyB, design of a new headquarters building forNorwich Union, refurbishment of property owned by the Royal Bank of Scotlandthroughout southern UK and Europe, design of Camden Town tube station in London,creation of the new National Air Traffic Service headquarters in Portsmouth,business park developments for Akeler and Slough Estates, design of the Heritageand Technical Centre for Daimler Chrysler at the historic Brooklands racingtrack, design and fit-out of the Radisson SAS hotel at Stansted airport,development of the Royal Docks in London, design of mixed-use residential schemefor Asda on the Isle of Dogs in London and master planning the redevelopment andregeneration of the Millbay Docks area of Plymouth. In recent years the Company's revenues declined first in the UK and then inEurope. Aukett's overdraft facility was increased from £1.0 million at 30September 2000 to £2.3 million at 30 September 2001 and, following a write-offof some £1.3 million of work in progress, Aukett reported record pre-tax lossesof £2.4 million for the year ended 30 September 2002. These events led to arestructuring of the Company and the disposal of the most significant lossmaking joint ventures, following which a pre-tax profit before exceptional itemsof £0.3 million (£0.2 million loss after exceptional items) was declared for theyear ended 30 September 2003. In March 2004, as a significant shareholder in theCompany, Jose Luis Ripoll called for an Extraordinary General Meeting thatresulted in further Board changes, including Mr Ripoll's appointment as Chairmanand Chief Executive. 3. Recent Financial Information on Aukett Aukett has today announced its results for the year ended 30 September 2004,which showed a pre-tax loss on ordinary activities of £1.2 million (2003: £0.2million) and turnover of £12.1 million (2003: £13.6 million). Net assets at 30September 2004 were £0.5 million (2003: £1.5 million), and net debt was £1.5million (2003: £1.9 million). Within this net debt at 30 September 2004, £1.7million related to a short-term net bank overdraft in the UK and £0.4 million tocash in overseas subsidiaries. The financial information set out above has been extracted without materialadjustment from the financial information on Aukett as set out in full in PartII of a Circular to Shareholders dated 8 March 2005. Aukett's bank borrowings have been close to its facility limits for some time,and Aukett has had to manage its working capital accordingly. Thesecircumstances have hampered the performance of the business and its ability toinvest in the renewal of its infrastructure and in its staff. The Group currently has an overdraft facility of £2.1million, which is repayableon demand and available until 31 March 2005. Aukett has agreed increased bankfacilities, conditional on Completion. In the event that the Acquisition doesnot complete there is no guarantee that the existing banking facility would beextended and the Directors would have to consider the Company's future financialposition with its bankers. The Directors believe that the Company would in thosecircumstances be provided with additional time to evaluate the options goingforward in respect of the future working capital needs of the Group. In view ofthe terms of the new banking facilities, the Board has decided to askShareholders to approve an amendment to the existing articles of associates ofthe Company by the deletion of the borrowing restrictions in Article 123. Aukett's annual report and accounts for the year ended 30 September 2004 will beposted to Shareholders in due course. 4. Background to the Acquisition The Directors believe that the Group's brand and design reputation is strong inits marketplace. In order to increase the value of the business and to takeadvantage of new business opportunities, the Board considers that it isnecessary to increase the size and capabilities of the Company, either by aninjection of further capital or by acquisition or merger. The Board has considered a number of alternative means of delivering thisstrategy and has determined that the best option in the interests of the Companyand shareholders is the combination of its business with Fitzroy Robinson, anarchitectural practice also based in London. The Board believes that FitzroyRobinson's practice complements Aukett's own business operations, that Aukettwill benefit from Fitzroy Robinson's management team and financial stability andthat there are commercial benefits to be derived from their combination thatwill enhance both businesses. On 30 November 2004, in light of the stage of the negotiations then reachedregarding the Acquisition, Aukett requested that its shares be suspended fromthe Official List and be suspended from trading by the London Stock Exchange,pending the publication of this document. 5. Information on Fitzroy Robinson The Fitzroy Robinson Group provides architectural design, interior design,master planning and delivery services to major construction projects. FitzroyRobinson was founded in 1955 and currently employs some 70 people. Traditionally, Fitzroy Robinson concentrated its business on commercial officeprojects and has worked on a number of "keynote" buildings in the City and WestEnd of London. During the last ten years the practice has diversified bothgeographically and in its market sectors, with a UK regional office beingestablished in Bristol and the undertaking of a number of internationally basedprojects, mainly in Eastern Europe. In particular, Fitzroy Robinson acquired aMoscow-based architectural practice, Mikhail Mandrigin Associates, in 2003. Theprincipal sectors in which Fitzroy Robinson's businesses operate includeworkplace, retail, interiors, executive architecture, heritage and hotels. The type of building projects undertaken has been broadened in recent years and,in addition to its historical base, Fitzroy Robinson is widening its reputationin corporate office developments by moving into company headquarters andbusiness parks. The practice has a number of longer-term clients including GreatPortland Estates plc, Arlington Securities Limited, Fenwick Limited and LandSecurities Plc. Fitzroy Robinson's design base has been strengthened through thefurther recruitment of an experienced designer. Fitzroy Robinson's track record of work on major projects includes, in London:No.1 Knightsbridge, the Lanesborough Hotel, the Royal Exchange, the London StockExchange and in the regions: Barclaycard's headquarters building in Northampton,British Telecom's headquarters office in Glasgow, the Arlington Business Park,Reading, the HBOS new regional headquarters for Clerical Medical in Bristol, andthe award winning Grove Hotel in Hertfordshire. 6. Financial information on Fitzroy Robinson Fitzroy Robinson's results for the three years to 30 April 2004 and the sixmonths to 31 October 2004, summarised below, have been extracted withoutmaterial adjustment from the Accountants' Report in set out in Part III of acircular to Shareholders dated 8 March 2005. Six months to 2002 Year ended 30 April 2004 31 October 2003 2004 £'000 £'000 £'000 £'000Turnover 5,213 4,697 4,026 2,291Operating profit 345 (891) 196 19Profit/(loss) on ordinaryactivities before taxation 406 (852) 235 (195)Cash at bank 1,213 751 942 659Net assets 2,209 954 1,090 981 Tenant demand in the UK declined from 2001, which resulted in four key projectsbeing put on hold. These projects have been instructed and are now underway. Theoperating profit for the year ended 30 April 2003 is stated after deducting acharge of £1,757,000 in relation to a contribution by Fitzroy Robinson to thetrustees of the Fitzroy Robinson Employee Benefit Trust, which was paid to aformer employee. As a private company, Fitzroy Robinson has varied payments toits owner-directors between salary and dividends, thereby giving rise to aprofit trend that may not be representative of underlying performance. 7. Reasons for and benefits of the Acquisition The Board believes that, in order to strengthen and develop its business, theCompany needs to grow by acquisition or merger. In particular, the Directorsbelieve that the acquisition of Fitzroy Robinson will: • Result in a larger, more financially stable business with a widerskill base, better able to compete for higher profile projects, thus meeting theaspirations of both Aukett and Fitzroy Robinson; • Improve services to clients by giving them access to a larger poolof creative talent and a skill set that combines the strengths of both firms; • Open up the potential for new business opportunities by takingadvantage of a broadened client network, enhanced client services and widergeographical spread in both the UK and overseas. Aukett and Fitzroy Robinsoncurrently have only a small number of overlapping clients. • Enhance operational and financial management, achieved by adoptingbest practice and disciplines from both businesses; • Improve Aukett's financial position by providing access to FitzroyRobinson's cash balance and record of stronger financial management; and • Offer a broad range of architectural and design services to theproperty and construction industry. Fitzroy Robinson has particular expertisewith reference to in-town work, such as heritage (listed buildings) architectureand in City of London and West End commercial development, which iscomplementary to Aukett's strength in out-of-town business parks and non-centralLondon developments. It is the intention of the Board to integrate the businesses of Aukett andFitzroy Robinson. Although this will give rise to significant non-recurringcosts in the current financial year in relation to property and re-investment,it should be beneficial to the businesses overall and should facilitateeconomies of scale in the short to medium term. 8. Principal terms of the Acquisition Aukett has conditionally agreed to acquire the entire issued share capital ofFitzroy Robinson for a consideration of £2,277,663 (based on the share price ofthe Company at the close of business on 29 November 2004, being the day beforethe Suspension) to be satisfied by the issue to the Vendors of 72,392,431 NewOrdinary Shares, credited as fully paid (representing an interest in the issuedshare capital of Aukett of approximately 49.99 per cent. immediately followingCompletion) plus £0.2 million of Loan Stock. The New Ordinary Shares will rank pari passu in all respects with the ExistingOrdinary Shares, including the rights to dividends. The Vendors have provided customary warranties and tax indemnities to theCompany in connection with the Acquisition. The Vendors will only be liable forclaims made by the Company under the warranties and tax indemnities in theAcquisition Agreement when such claims, each exceeding £100,000, exceed£2,000,000 in aggregate and will then only be liable for the excess up to£277,663, being the difference between the £2,000,000 threshold and the value ofthe aggregate consideration received by the Vendors under the AcquisitionAgreement. The £2,000,000 liability threshold is higher, and the £277,663 cap onclaims is lower, than customary for deals of this size. However, the Directorshave accepted the threshold and cap given the Company's current financialposition, the overall merits of the Acquisition and the nature of thistransaction as a merger of two businesses for paper consideration into anEnlarged Group in which the Vendors will hold approximately 49.99 per cent. onCompletion. On Completion, Aukett will enter into service contracts with each of NicholasThompson and Raul Curiel for their employment by the Company as Chief ExecutiveOfficer and Director of European Operations, respectively. Details of these service contracts are as follows: Nicholas Thompson is currently employed by Fitzroy Robinson but this servicecontract will terminate on Completion. Nicholas Thompson is to be employed bythe Company pursuant to a Service Agreement to be executed on the date ofCompletion. His employment is to continue until termination by not less that 12months' notice by the Company or until he reaches the age of 65. If the Companyterminates the Service Agreement within the period of 24 months from Completionand decides to pay him in lieu of his notice period, it must make a severancepayment to Nicholas Thompson equal to the average of his remuneration in respectof the three financial years of the Company prior to the termination of hisemployment which includes salary, benefits and dividends paid by FitzroyRobinson and any payments made pursuant to clause 3.7 of the shareholders'agreement dated 22 July 2002 between Fitzroy Robinson and A J Murdoch and othersregulating the conduct and affairs of Fitzroy Robinson. Nicholas Thompson, whosecurrent annual basic salary is £84,000, from 1 May 2005 is to be entitled to anannual basic salary of £102,500. Raul Curiel is currently employed by Fitzroy Robinson but this service contractwill terminate on Completion. Raul Curiel is to be employed by the Companypursuant to a Service Agreement to be executed on the date of Completion. Hisemployment is to continue until terminated by not less than 12 months' notice bythe Company or until he reaches the age of 65. If the Company terminates theService Agreement within the period of 24 months from Completion and decides topay him in lieu of his notice period, it must make a severance payment to RaulCuriel equal to the average of his remuneration in respect of the threefinancial years of the Company prior to the termination of his employment whichincludes salary, benefits and dividends paid by Fitzroy Robinson and anypayments made pursuant to clause 3.7 of the shareholders' agreement dated 22July 2002 between Fitzroy Robinson. Raul Curiel, whose current annual salary is£84,000, from 1 May 2005 is to be entitled to an annual basic salary of £90,000. 9. The strategy for the Enlarged Group The aspiration of the Enlarged Group is to become in due course a leadingcommercial European architectural practice. The Directors and Proposed Directorsbelieve that the combination of Aukett and Fitzroy Robinson provides a basis onwhich to seek this goal. The architectural market is fragmented with few barriers to entry at the smallerend of that market. However, the number of firms that can undertake the designand delivery of large commercial projects for multinational companies,especially on an international basis, is limited. The Directors and ProposedDirectors believe that the combination of Aukett and Fitzroy Robinson willpresent an opportunity to become a key supplier of architectural services tolarger commercial businesses in the UK and the rest of Europe. In the commercial architectural market, large-scale and mixed-use developmentsare becoming more of the norm. Such projects require a depth of skill onlygenerally available in larger practices with extensive technical skills. TheDirectors and the Proposed Directors believe that the Enlarged Group will bewell placed to increase its market share of such work. The Enlarged Group plans to focus on winning projects in the UK and on improvingthe performance of its existing European presence by a more focused strategy.The Directors and Proposed Directors believe that the position of the EnlargedGroup will be enhanced by the potential benefits of the Acquisition, includingthe expansion of its core skills across a wider platform, the increase of itspresence in more diversified markets and the use of a more focussed approach, tocreate a stronger European base. The Directors and the Proposed Directorsbelieve that the service to clients will be strengthened by the benefits arisingfrom the integration of the two practices. This will include increasedinvestment in IT infrastructure, a greater pool of expertise and experiencedprofessionals and improved financial stability. In the immediate future, the principal focus will be on: • Realising the financial benefits from the combination of the twobusinesses; and • Lowering the operational cost basis through the consolidation ofthe London offices of the two businesses into one main site. Once the above is achieved the Enlarged Group will seek to grow its businessboth organically and through the consideration of potential acquisitions, andseek to extend its UK regional presence in order to capture a larger share ofdomestic commercial projects. Other than the integration referred to above, theEnlarged Group intends to continue and to make no major changes to thebusinesses of both Aukett and Fitzroy Robinson and to uphold the employmentrights of the employees of each respective company. 10. The Board and Management Immediately following Completion, the Board is expected to comprise fourexecutives and two non-executives, as follows: Jose Luis Ripoll, Chairman, Arquitecto (aged 39). Jose Luis joined Aukett asExecutive Chairman in 2004. He became a Spanish registered architect in 1990,training at the Madrid School of Architecture, and worked in the US and Europebefore establishing the architectural practice "Imagina" in Madrid in 1992. Nicholas Thompson, Chief Executive, BSc (Hons), MBA, ACMA, (aged 50). Nicholascurrently combines the roles of Managing Director and Finance Director atFitzroy Robinson. He joined Fitzroy Robinson in 1994 and became ManagingDirector in 2002. In 1993 he led the finance team of Bernard Thorpe & Partnersin a merger with DTC plc, to create one of the country's leading surveyingpractices - DTZ plc. He has also held posts at Elsworth Sykes ArchitectureLimited and CNC Properties plc. Patrick Carter, Group Finance Director and Company Secretary, LLB, ACA, (aged35). Patrick joined Aukett in 2001 and is a chartered accountant and barrister.He was appointed company secretary in July 2002 and Group Finance Director inOctober 2002. Prior to joining Aukett, he worked at Deloitte & Touche. Raul Curiel, Director of European operations, RIBA, M.ARCH, B.ARCH, (aged 58).Raul has aMaster of Architecture degree from the University of Minnesota.Thereafter, he practised for three years in Brazil, predominantly in the retailand residential sectors. In 1978 he joined Fitzroy Robinson in London, becomingits Chairman in 2002. Gerald Deighton, Non-executive director, RIBA, FCSD, FRSA, (aged 73). Gerryjoined Aukett as a partner in 1976 and was appointed executive Chairman uponAukett's flotation in 1988. He became non-executive Chairman in 1998 and retiredin 2000. He rejoined the Company as a non-executive director in March 2004. Heis a chartered architect and the former chief executive of the property divisionof Burton Group plc. Lutz Heese, Non-executive director, Dipl. Ing, Architekt, (aged 56). Lutz is theChief Executive and owner of ABH-Architecturoburo Heese GmbH with whom Aukettestablished its joint ventures in Germany. He became a non-executive director inMay 2004. He currently holds the presidency of the Bavarian Chamber ofArchitects in Germany. Mr Paul Newman and Mr Stephen Embley, both currently executive directors of theGroup, will step down from the Board immediately following Completion of theAcquisition to concentrate on the development of the UK operation. They willcontinue to have key roles in the senior management of the Enlarged Group, asfollows: Paul Newman, Chairman of the UK Operational Board, RIBA, BA (Arch), (aged 49).Paul joined Aukett in 1981 and is a chartered architect. Paul became a directorof Aukett's main trading subsidiary in 1990, a group board director in June 2003and Managing Director of UK operations in May 2004. It is intended that Paulwill chair the UK operational board. Stephen Embley, Chairman of the UK Regional Management Board, RIBA, DipArch,(aged 47). Stephen is a chartered architect and joined Aukett in 1986. He wasmade a director of the UK operation in 1990 and has headed up the hotels andleisure business unit since May 2002. He was appointed to the Board in June2003. It is intended that Stephen will be the Joint Managing Director of UKoperations and will chair the UK regional board. In order to ensure that responsibility and accountability rests at theappropriate level, the Group intends to set up separate Operational Boards atthe UK and European level which will steer the day to day management of thegeographical entities. 11. Change of name It is proposed to change the name of the Company to "Aukett Fitzroy RobinsonPlc" following Completion. The relevant resolution to implement the Name Changewill be put to the Shareholders at the EGM. 12. City Code on Takeovers and Mergers The issue of the New Ordinary Shares to the Vendors or Concert Party wouldnormally give rise to an obligation on the Concert Party to make a Rule 9 offerto the Shareholders. No member of the Concert Party currently has an interest in the share capital ofthe Company. On completion of the Acquisition, the members of the Concert Partywill hold 72,392,431 Ordinary Shares in aggregate, representing approximately49.99 per cent. of the Enlarged Share Capital. The Panel has agreed to waive the obligation to make a general offer that wouldotherwise arise as a result of the Acquisition subject to the passing on a pollby Shareholders (who for the avoidance of doubt do not include members of theConcert Party) as set out in the Notice of Extraordinary General Meeting. Following Completion, the members of the Concert Party will between them own orcontrol more than 30 per cent. but not more than 50 per cent. of the issuedvoting share capital of the Company and accordingly, under the City Code, whilstthey continue to be treated as acting in concert any further increase in thataggregate shareholding will be subject to the provisions of Rule 9 of the CityCode. 13. Key Points for Shareholders' Consideration Shareholders should note that, as referred to above, the Group has only agreedon-going banking facilities necessary for its business on the basis theAcquisition proceeds. Furthermore, the "going concern" basis upon which thefinancial statements to 30 September 2004 have been prepared is consideredappropriate by the Directors on the basis that the Acquisition is completed. Shortly before entering into the Acquisition Agreement, the Company received anapproach from SMC Group plc requesting information pursuant to the provisions ofthe Code that may or may not lead to an alternative proposal to the Acquisitionof Fitzroy Robinson. This recent approach (which could lead to an offer) doesnot provide at this stage any indication as to the form, structure, price and/orother terms and conditions that may result from the approach. The Board hasnevertheless decided to proceed with the Acquisition, given that thisalternative approach is at an early stage and in the light of the Company'sfinancial position. In the light of this approach, it is a requirement underRule 21 of the City Code that the Acquisition be approved by Shareholders and,accordingly, Resolution 3 will be proposed at the EGM. The Acquisition of Fitzroy Robinson will provide the Company and itsShareholders with certainty that the Board will be able to implement itsstrategy of carrying out a transaction to further the development of the Group. 14. Recommendation The Directors consider, in all the circumstances, that the terms of theAcquisition are fair and reasonable so far as concerns shareholders as a whole.The Directors have sought advice from Navigator Corporate Finance Limited, whoconcur with this view having advised the Directors that the warrantyarrangements under the Acquisition Agreement have limitations that are bothsubstantial and non-customary for a transaction of this nature, on the basis ofthe Board's view that the Company's financial circumstances are such that innegotiations with the Vendors it had to accept these limitations. The Directorshave also accepted these warranty limitations given the overall merits of theAcquisition and the nature of this transaction as a merger of two businesses forpaper consideration into an Enlarged Group in which the Vendors will holdapproximately 49.99 per cent on Completion. In providing its advice, NavigatorCorporate Finance Limited has taken into account the Directors' commercialassessments. The Directors consider, and have been so advised by Navigator Corporate FinanceLimited, that the waiver of the Vendor's general obligations to make a generaloffer for the Company under the Code is fair and reasonable so far as itconcerns Shareholders as a whole. In providing its advice, Navigator CorporateFinance Limited has taken into account the Directors' commercial assessments. The Directors believe that the Acquisition, the increase in share capital andauthorisation to allot shares, the Name Change and the changes to the articlesof association of the Company are in the best interests of the Company and itsShareholders as a whole and unanimously and strongly recommend Shareholders toVOTE IN FAVOUR OF THE RESOLUTIONS. Each of the Directors who is a Shareholderhas irrevocably undertaken to vote in favour of the Resolutions in respect oftheir own beneficial and non-beneficial shareholdings, together being 12,264,777Ordinary Shares, representing in aggregate 16.93 per cent. of the Company'sExisting Ordinary Shares. 15. Extraordinary General Meeting In view of its size, the Acquisition is conditional on the approval ofShareholders. Shareholder approval is also required in view of the Rule 9 waiverdescribed above. A notice convening an extraordinary general meeting of theCompany has been posted to Shareholders. The EGM will take place at 11.00 a.m.on 30 March, 2005 at the offices of Speechly Bircham, 6 St Andrew Street, LondonEC4A 3LX. A circular of the Company dated 8 March 2005 comprising an admission document inrespect of the Acquisition (the "Circular") has been posted to Shareholders andis available at the registered office of the Company and at the offices ofSpeechly Bircham, 6 St Andrew Street, London EC4A 3LX during usual businesshours on any weekday (public holidays excepted) up to and including the date ofthe EGM and thereafter until 7 April 2005 and will also be available forinspection at the EGM for at least 15 minutes prior to and during the meeting. The Circular has been submitted to the UK Listing Authority, and will shortly beavailable for inspection at the UK Listing Authority's Document ViewingFacility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HS. Pursuant to Rule 2.10 of the City Code, the Company has currently in issue72,421,394 ordinary shares of 1p each, for which the ISIN is GB0000617950. 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