Hummingbird Regulatory News (HUM)

4 Oct 2006 07:00

Farley Group PLC04 October 2006 4 October 2006 Farley Group Plc Announcement of Acquisitions Farley Group ("Farley" or the "Company") today announces that it has agreed toacquire a number of businesses and certain related assets which will continue toenhance the Company's service offering. These are set out below: Blenheim Bishop Limited Blenheim Bishop is a major, Mayfair based, London residential estate agencybusiness specialising in land and new home developments. Upon acquisition,Blenheim Bishop will be rebranded as "Humberts". The consideration for the acquisition will be a maximum of £2.3 million, subjectto a net asset adjustment. This is made up of an initial payment of £1.2million in cash with guaranteed deferred consideration of £433,334 in cash and£366,666 in Farley shares, both elements of which will fall due over the next 2years. Conditional on the performance of the business over the next two years,there will be further deferred consideration of up to £300,000 payable in sharesover the two year period, and a payment over this period to the extent thatrealisable net assets of the company as at 30th September 2006 are greater than£100,000. All shares issued pursuant to this agreement will be at a price to bedetermined when the consideration becomes payable. As at 31st March 2006, Blenheim Bishop had net assets of £303,865 and, for theyear to 31st March 2006, made normalised profits before tax of £351,275. The Humberts' offices in Worcester and Malvern Prior to the acquisition by Farley, these offices in Worcester and Malvern haveoperated as a partnership under the Humberts' franchise umbrella. The consideration for the acquisition will be a maximum of £2,050,001 payable asto £938,889 in cash and 488,401 new Farley shares. In addition, deferredconsideration of up to £444,445 in cash and £222,222 in new Farley shares may bepayable over the next three years subject to the performance of these officesover this period. The new Farley shares to be issued as part of the deferredconsideration will be issued at a price to be determined when the considerationbecomes payable. As at 31st January 2006, Humberts Worcester and Malvern had net assets of£125,000 and, for the year to 31st January 2006, made profits before partners'drawings of £527,991. BTF Lister BTF Lister is a significant Kent based rural and commercial practice based inChallock (Ashford) and Canterbury. The consideration for the acquisition will be a maximum of £2,554,998 payable asto £787,000 in cash and 585,363 new Farley shares with the remainder beingsatisfied through the issue of £1,288,000 loan notes with up to 3 yearsmaturity. Of the additional loan notes, £500,000 is entirely dependent onfuture profitability and up to £388,888 may be converted in to new Farley sharesover the next three years at a price to be determined when the considerationbecomes payable. As at 31st January 2006, BTF Lister had net assets of £114,592 and, for the yearto 31st January 2006, made profits before partners' drawings of £482,220. Calcutt Maclean Standen West Kent ("CMS West Kent") CMS West Kent is a highly respected residential estate agency business operatingin Cranbrook and Rye. The consideration for the acquisition will be a maximum of £681,100 payable asto £300,000 in cash, and £381,100 in loan notes with up to 3 years maturity. Ofthe loan notes, £228,000 is entirely dependent on future profitability and up to£267,100 may be converted in to new Farley shares over the next three years at aprice to be determined when the consideration becomes payable. As at 30th April 2006, CMS West Kent had relevant net assets of £20,627 and, forthe year to 30th April 2006, made profits of £90,924. Associated with the acquisition of Calcutt Maclean Standen West Kent, we arealso pleased to announce that we are at an advanced stage in terms of acquiringthe businesses of Calcutt Maclean Standen East Kent, Calcutt Maclean StandenLettings Ltd and Calcutt Maclean Standen Fine Art Ltd with operating bases inWye and Canterbury. Pursuant to these acquisitions, application has been made for 1,073,764 newordinary shares for admission to AIM and trading in these ordinary shares isexpected to commence on 9th October 2006. Following this application, theCompany's enlarged share capital is 41,332,382 ordinary shares. Max Ziff, Chief Executive of Farley, commented: "We are delighted to be announcing these key acquisitions as part of theroll-out of our stated growth strategy. The acquisition of Blenheim Bishop, which we will rebrand as Humberts, will giveus the trophy Mayfair office we have been seeking as well as confirming Humbertsas a major new driving force in the increasingly crucial Land and New Homesdevelopment market. We are delighted that Jonathan Vandermolen will be joiningHumberts as a Managing Director to drive this new division forward andcapitalise on the opportunities available throughout the country. We are also delighted to welcome Anthony Champion and his team in Worcester andMalvern. Anthony and his team have operated for a number of years as a closeand trusted franchisee and the breadth of his team's practice, bothgeographically and across all three of our residential, rural and commercialdivisions, will be instrumental as we seek to acquire businesses towardsBirmingham and further North into Cheshire. With the acquisition of BTF Lister, Humberts will gain a leading independentrural agency business in the South East as well as growing commercial andutility advisory practices. Mike Bax and Tom French, as the current seniorpartners, will take on senior roles in our business, and with their team, willbe a core element as part of our growth in the South East. Ian Standen is a well respected practitioner who has been operating at the upperend of the residential agency business for many years and we are delighted thathe joins us in a senior role that complements our other recent acquisitionannouncements in the South East. Ian Standen, joining with Mike Bax, Tom Frenchand their teams will work closely with Peter Wright who represents the region onthe Humberts main board to ensure that we continue to grow the brand in theSouth East and capitalise on the prosperity and growth in values that has beenseen in the region. This is a very exciting time for Humberts as we seek to capitalise on theopportunities that are increasingly available in our consolidating market place.I am delighted that we go into our new financial year with such a strong,dedicated and dynamic team. We firmly believe that increasingly we are becomingthe key partner of choice for quality independent operators in our market." For further information, contact: Farley Group Plc - 020 7318 1273Max Ziff, Chief Executive OfficerNigel Cartwright , Chief Financial Officer Corporate Synergy Plc - 020 7448 4400John Prior Sky Communications - 020 7385 6999Julia Arnold This information is provided by RNS The company news service from the London Stock Exchange