Driver Grp Regulatory News (DRV)

3 Mar 2008 07:01

Driver Group plc03 March 2008 DRV3 March 2008 Driver Group PLC ("Driver" or "the Company") Acquisition Of Commercial Management Consultants Ltd Driver, which provides specialist commercial and dispute resolution services tothe construction industry, is pleased to announce the acquisition of CommercialManagement Consultants Limited ("CMC"), the engineering and constructionconsultants, from CMC Group Holdings Limited ("Seller") for £2.975 million. TheDirectors expect that the acquisition will be earnings enhancing in the firstfull year of ownership. CMC is Driver's first acquisition since joining AIM inOctober 2005. Established in 1979, and based in Dartford, CMC provides site-based projectservices, including quantity surveying and planning, to construction andengineering firms throughout the UK. In particular, it has a well-establishedpresence in the rail, utilities, highways, building, water, airports and marinesectors. CMC operates from four offices in the UK, being Dartford, Ascot,Manchester and Glasgow, and employs approximately 40 fee earners. CMC's clientbase comprises a number of major UK contractors as well as other blue chiporganisations, including Public Private Partnership (PPP) contractors. The latest audited financial statements, for the year ended 30 November 2007,show CMC generated turnover of £3.77 million, gross profits of £962,000 and anoperating profit of £448,000. Net assets at 30 November 2007 were £888,000. The acquisition of CMC will enable Driver to provide a broader range of pre andpost contract services and offer increased expertise at all levels throughoutthe life cycle of a construction project. Driver is confident that reciprocalopportunities to introduce clients will provide immediate benefits in the railand building sectors and that the acquisition will continue to bring significantcustomer and services synergies to both businesses in future years. The management team of CMC will remain with the business and CMC's ManagingDirector, Bob Parfitt, will join the board of Driver as an Executive Director.Through his employment in the group Bob is entitled to a salary of £100,000 perannum. His employment can be terminated on twelve months notice in writing byeither party and he is subject to the usual covenants prohibiting him fromsoliciting business, employees or customers of the Company and CMC for a periodof 12 months following termination. The Company has provided the informationrequired to be disclosed under Schedule 2(g) of the AIM Rules for Companies forBob Parfitt in a separate announcement issued today. Of the £2.975 million consideration for the acquisition, £1.475 million will bepaid in cash and £1.5 million will be satisfied by the issue of 1,646,542Ordinary Shares at a price of 91.1 pence per share ("Consideration Shares").This represents the average mid price of Driver shares in the five days prior tocompletion. It is anticipated that the Consideration Shares will be distributed by theSeller to its shareholders. Application has been made for the ConsiderationShares to be admitted to trading on AIM and dealings are expected to commence on6 March 2008. The Consideration Shares will rank pari passu with the existingOrdinary Shares in issue and bring the enlarged issued share capital followingthe issue to 26,379,416. Subject to certain exceptions, the Seller has agreed not to dispose of theConsideration Shares to any person other than its shareholders and theshareholders have agreed not to dispose of the Consideration Shares until 1March 2011. Commenting on the acquisition, Steve Driver, Chief Executive, said, "I am delighted to announce this acquisition and to welcome CMC's ManagingDirector, Bob Parfitt to Driver's Board as an Executive Director. CMC is a highly regarded, well run company with a long established track recordin its market sectors. We see CMC as an excellent strategic fit with Driver andare confident that its integration will bring significant benefits. Importantly,CMC will enable Driver to provide a broader range of contract services as wellas bring us increased expertise across the life cycle of a construction project. As we reported recently at our AGM, the last year has been a period ofinvestment for the Group as we focused on scaling the business for furthergrowth. We are now seeing the benefits of our drive to increase our fee-earningcapability coming through in top-line growth and the addition of CMC's highcalibre consultants should help us to accelerate our growth." For further information, please contact: Driver Group plc Tel: 01706 223 999Steve Driver, Chief ExecutiveColin White, Finance Director Zeus Capital Limited Tel: 0161 831 1512Alex Clarkson / Nick Cowles Panmure Gordon & Co Tel: 020 7459 3600Mark Lander / Aubrey Powell Biddicks Tel: 020 7448 1000Katie Tzouliadis This information is provided by RNS The company news service from the London Stock Exchange