Last checked at 25 Aug 2010 07:00
Acquisition of DG Robson Mechanical Services Limited
T. Clarke plc ("T. Clarke" or the "Group"), the building services group, today announces the acquisition of DG Robson Mechanical Services Limited("DGR"), a privately owned specialist Mechanical Services & Public Health contractor for a total consideration of up to £6.15 million.
Under the terms of the acquisition agreement the initial consideration comprises £1.875 million in cash and the issue to the vendors of 1,451,906 new T. Clarke ordinary shares of 10p each ("Shares"). Subject to the agreement of the completion accounts further consideration of up to £1.5 million in cash will become payable to the vendors on a £ for £ basis if the Net Assets as at Completion exceed £0.5 million. A further amount of consideration of up to £775,000 in cash will become payable to the vendors, subject to certain earnings targets being met, in the two years to 24 August 2012.
For the year ended 31 March 2010, DGR reported revenues of £7.7 million (£5.9 million 31 March 2009) and a pre-tax profit of £1.3 million (£0.8 million 31 March 2009). As at 31 March 2010 DGR had gross assets of £3.4 million and net assets of £1.1 million. Although 2009 was a strong year for DGR as a number of projects reached completion, after intergration costs the acquisition is expected to be earnings enhancing in 2011.
Application will be made for the admission of 1,451,906 new Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange. It is expected that admission will take place 0800 on 31st August 2010.
Based in Brentwood, Essex and focusing on London and the South East, DGR is well known to T. Clarke, having worked together in recent years on projects such as the Westfield London retail development and the refurbishment of the media and broadcasting centre for Associated Press.
This important strategic acquisition is expected to enable T Clarke to address its clients changing needs, build upon the Group's strong reputation and position the Group for new opportunities requiring a complete "M&E" solution.
DGR has an impressive portfolio of clients and experience across a wide range of sectors, including Education, Transport, Banking, Residential and Commercial Developments. DGR offers to clients the full range of Mechanical Services, notably:
·; Mechanical & Public Health Services Packaged Solutions
·; Prefabricated Pipe work Packaged Solutions
·; Gas System Certification (Gas Safe - Commercial & Domestic)
·; Heating and Ventilation Installation
Recent and current projects include Stansted Airport Extension, Associated Press, Kelmscott School, North Middlesex Hospital, Royal London Hospital, Rolls Building. In 2009 it was awarded the multi service pipe work installation for the Shard development at London Bridge, which when completed in 2013, will be London's tallest building at 306m.
The present owner and Managing Director of DGR, Danny Robson along with fellow executive directors Clive Carr, Richard Exell and Andy Sofroniou will be remaining with the business for a minimum of three years following the acquisition.
Mark Lawrence, Chief Executive of T.Clarke commented,
"We believe this is an excellent acquisition which truly complements our existing range of services. We believe that with DGR being part of the Group there is an excellent opportunity to improve our service offering and to build upon the scale and number of projects that DGR undertakes. In due course we expect the additional services offered by DGR to diversify and enhance the Group's earnings profile.
We welcome the DGR team to the T.Clarke Group."
Danny Robson, Managing Director of DGR commented,
"We are excited to become part of the T.Clarke Group, a company I have long admired with its history, its reputation and credibility in the industry. By joining the Group we will now be able to offer an ever broader range of services to our existing customers and to those of T.Clarke."
--- Ends ---
25th August 2010
For further information contact:
T. Clarke plc Mark Lawrence, Chief Executive Tel: 020-7358 5000
City Profile Simon Courtenay Tel: 020-7448 3244
www.tclarke.co.uk
www.dgrmechanical.com