James Fisher and Sons Regulatory News (FSJ)

6 Oct 2006 07:00

Fisher (James) & Sons PLC06 October 2006 James Fisher and Sons plc (James Fisher or the "Company") £7.0 million Acquisition of support services business James Fisher, the leading marine service company, announces the acquisition ofthe privately-owned UK based Strainstall Group Limited (Strainstall) and itssubsidiaries, for a maximum consideration of £7.0 million plus the assumption of£4.2 million of debt. The acquisition is for cash and loan notes and is beingfunded from existing resources. Strainstall designs and supplies safety and productivity based monitoring,control, load measurement and structural monitoring systems. The Group operatesinternationally and services a wide range of industries including the marine,offshore, nuclear, and rail markets. In the marine sector Strainstall owns Strainstall AMTS, a leading manufacturerof Quick Release Mooring Hooks, which in partnership with Strainstall UK, alsoprovides computerised ship approach, jetty management and mooring systems. Inthe offshore and other industrial sectors, Strainstall's equipment covers a widevariety of load and stress monitoring applications. Its subsidiaries Prolec andTRE are market leaders in the provision of excavator safety, productivity andmachine control products and computer based rail network signalling simulationand training systems respectively. Strainstall and Fendercare, a James Fisher subsidiary, have for some timeundertaken joint marketing of their ports products, including Strainstall's fullrange of berth management systems. The acquisition will enable the enlargedGroup to provide advanced turnkey mooring and harbour systems for the fastgrowing port and terminal industry. Strainstall, like FenderCare, will form partof James Fisher's specialist technical division, whose key components alsoinclude James Fisher Nuclear and Remote Marine Systems. Revenue of this divisionwas up 87% and profits doubled in the last six month trading period. Organicgrowth was the main contribution to this improved performance. The purchase consideration of Strainstall consists of £5.25 million in cash witha further maximum earn-out of £1.25 million payable if Strainstall's EBITDA(earnings before interest, tax, depreciation and amortisation) for the yearended 31 December 2006 exceeds £1.23 million and a further maximum earn-out of£500,000, if the EBITDA for the year ended 31 December 2007 exceeds £1.44million. Both earn-outs may be payable in a mixture of 57% cash and 43%redeemable loan notes. James Fisher is also assuming Strainstall debt of £4.2million. Strainstall's post tax profits for the year ended 30 September 2005were £381,000 and its gross and net assets at that date were £7.6million and£2.2m respectively. TRE was acquired in June 2006. Tim Harris, Chairman of James Fisher, said: "Strainstall represents the latest step in the expansion of marine supportservices which, in the first half of 2006, contributed 67% of profits. It fitsthe James Fisher model well with its products and services enjoying strongpositions in specialist niche markets in the marine, nuclear and offshoresectors and, for the first time, brings the railway and civil markets to theGroup." Chris Caws, Managing Director of the Strainstall Group said: "James Fisher is a good fit for Strainstall because its refreshing approach tobuilding service businesses is similar to ours. I and my senior management willbe staying with and look forward to developing the business." Strainstall's head office is in Cowes, Isle of Wight. It employs 145 peoplemainly in Cowes and the West of England. The company has regional offices inNorway, Belgium and Dubai. EC Hambro Rabben & Partners Ltd acted as corporate finance advisors to JamesFisher. For further information, please contact: James Fisher and Sons plc Tim Harris Chairman 020 7338 5808www.james-fisher.co.ukStrainstall Limited Chris Caws Managing Director 01983 203 600www.strainstall.comEC Hambro Rabben & Partners Eivind Rabben 020 7355 4100www.echambrorabben.co.uk Peter Donald 020 7355 4100Adventis Financial PR Peter Binns 020 7034 4765www.adventis.co.uk Editors' note: James Fisher and Sons plc In the recently announced interim results (August 30th 2006) of James Fisher andSons the Chairman's statement said of their Specialist Technical ServicesDivision: "The FenderCare group performed exceptionally well. It is well placed in twomarkets - oil and port development - both of which are extremely strong atpresent. FenderCare is expanding further worldwide, based on its widelyrecognised specialist skills and have recently upgraded operations in Singaporeand opened a new base in the Middle East, one of the world's fastest growingmarkets. James Fisher Nuclear had a better six months. We enjoy a niche decommissioningskill in remote handling and attractive industrial premises at Egremont, closeto the Sellafield site. James Fisher Nuclear has recently teamed with a numberof complementary, like-minded companies to form a joint company called CumbriaNuclear Solutions Limited. This has started to bid for some of the largercontracts which, individually, we previously did not have the capacity to takeon. Remote Marine Systems again performed well in the first half. It enjoys a strongmarket niche in the North Sea, for the design and production of electricalpenetrators for oil wells. In the usual James Fisher way we are now encouraginga more extensive international marketing effort with some success to date." This information is provided by RNS The company news service from the London Stock Exchange