30 Jun 2010 07:00
30 June 2010
NORTHBRIDGE INDUSTRIAL SERVICES PLC
("NORTHBRIDGE", THE "COMPANY" OR THE "GROUP")
PROPOSED ACQUISITION OF TASMAN OIL TOOLS PTY LIMITED
PLACING OF 5,606,000 NEW ORDINARY SHARES TO RAISE APPROXIMATELY £7.0 MILLION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Northbridge Industrial Services plc, the industrial services and rental company, today announces the proposed acquisition of Tasman Oil Tools Pty Ltd ("Tasman").
Highlights:
·; Proposed acquisition of Tasman for an aggregate consideration of A$16.9 million to be funded by a combination of the Placing, new banking facilities, the Consideration Shares and the Group's cash resources
·; Placing of 5,606,000 new Ordinary Shares by Arbuthnot Securities Limited with new and existing institutional and other investors at 125 pence per share representing a discount of approximately 6.0 per cent. to the closing mid-market price on 29 June 2010, to raise approximately £7.0 million before expenses
·; The Board expects that the Acquisition, if completed, would be immediately earnings enhancing
·; Tasman, based in Perth, Western Australia specialise in the rental of equipment for the onshore and off-shore oil industry throughout Australia
·; As part of the Placing, certain Directors and their related parties, have agreed to subscribe for an aggregate of 457,000 Placing Shares
·; The Placing and Acquisition are conditional on the Company entering into the Acquisition Agreement and the approval of Shareholders at an extraordinary general meeting of the Company to be held on 22 July 2010
Placing Statistics
| Placing Price | 125p |
| Number of Existing Ordinary Shares | 9,092,257 |
| Number of Placing Shares | 5,606,000 |
| Estimated net proceeds of the Placing receivable by the Company | £6.7 million |
| Number of Consideration Shares (based on the £:A$ exchange rate as at 29 June 2010) | 739,884 |
| Number of Ordinary Shares in issue immediately following Completion | 15,438,141 |
| Number of New Ordinary Shares expressed as a percentage of the Enlarged Share Capital (excluding treasury shares) | 41.1 per cent. |
Commenting on the proposed Acquisition and the Placing, Eric Hook, Chief Executive of Northbridge said:
"I am delighted to announce the proposed acquisition of Tasman. It is in line with our stated strategy of acquiring earnings enhancing specialist businesses in niche sectors which are capable of further organic growth. It will also significantly increase the size of Northbridge and give us greater critical mass and broadens our presence in the Asia Pacific region.
"Tasman is strongly focused towards renting its equipment into the oil and gas industry with over 70 per cent. of the total revenue coming from this activity. We expect the acquisition to be immediately earnings enhancing and it will also create opportunities to cross sell our existing products from Tasman's locations, and Tasman will also benefit from Northbridge's Middle East and Caspian presence where there are some common customers.
"I am also pleased to announce the completion of our successful Placing which has been strongly supported by our shareholders and which brings some well-respected shareholders onto the share register."
For further information:
| Northbridge Industrial Services plc Eric Hook, Chief Executive Officer Ash Mehta, Finance Director
| 01283 531645 |
| Smith & Williamson Corporate Finance Limited (Nominated Adviser) Azhic Basirov / David Jones
| 020 7131 4000 |
| Arbuthnot Securities Limited (Broker) Alasdair Younie / Ed Groome
| 020 7012 2000 |
| Buchanan Communications Charles Ryland / James Strong | 020 7466 5000 |
PROPOSED ACQUISITION OF TASMAN OIL TOOLS PTY LTD
PLACING OF 5,606,000 NEW ORDINARY SHARES
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
1. Introduction
The Company announces that its subsidiary Northbridge Australia proposes to acquire Tasman for an aggregate consideration of A$16.9 million (£9.8 million) and intends to raise approximately £7.0 million (before expenses) by way of a placing of 5,606,600 new Ordinary Shares at a price of 125 pence per share. The net proceeds of the Placing will be used to fund part of the cash element of the consideration payable for Tasman and for additional working capital. The balance of the cash element of the consideration payable for Tasman will be satisfied using the Bank Facility and the Group's cash resources. The Placing and Acquisition are conditional on the Company entering into the Acquisition Agreement, which the Board expects to do shortly, and the approval of Shareholders at the EGM.
Tasman, which is based in Perth, Western Australia, specialises in the rental of equipment for the onshore and offshore oil industry across Australia, supplying drilling and handling tools as well as a range of specialist plant including pumps, blow out preventers and mud pump motors.
The proposed aggregate consideration payable for the entire issued share capital of Tasman will be A$16.9 million (£9.8 million), subject to certain adjustments, which is comprised of an initial consideration of A$13.9 million (£8.0 million) to be satisfied by A$12.3 million (£7.1 million) in cash from the proceeds of the Placing, the Bank Facility and the Group's cash resources and the issue of Consideration Shares representing A$1.6 million (£0.9 million). In addition, and dependent on there being no net asset adjustment or breach of warranty, it is proposed that Northbridge Australia will pay to the Vendor a Deferred Consideration of A$3.0 million (£1.7 million) which will be satisfied in cash payable in two instalments. The first instalment of the Deferred Consideration of A$1.0 million (£0.6 million) would be payable on 30 December 2010. The second instalment of the Deferred Consideration of A$2.0 million (£1.2 million) would be payable on 30 September 2011.
The Directors believe that the Acquisition would complement Northbridge's existing businesses and is in line with the Company's stated strategy to acquire companies in specialist, niche sectors which are capable of further organic growth. Tasman operates in the attractive oil and gas sector and has a strong cash flow and hire fleet. The Acquisition would give the Company a foothold into the Asia-Pacific region and would provide the opportunity to distribute the Group's other products and services across Australia. If completed, the Board expects the Acquisition to be immediately earnings enhancing.
The Placing Shares have been conditionally placed with institutional and other investors. Subject to, inter alia, the passing of the Resolutions at the EGM, Admission and dealings in the Placing Shares are expected to commence on AIM at 8.00 a.m. on 23 July 2010. Completion of the Acquisition is expected to occur and admission and dealings in the Consideration Shares are expected to commence on AIM at 8.00 a.m. on 30 July 2010.
Certain Directors (and their related parties) and Western Selection plc have irrevocably undertaken to vote in favour of the Resolutions in respect of 3,498,397 Ordinary Shares, representing, in aggregate, approximately 39.1 per cent. of the Existing Ordinary Shares (excluding 152,150 Ordinary Shares held by the Company as treasury shares).
The Acquisition will not proceed unless the Placing takes place. However, the Placing will proceed whether or not the Acquisition completes. In the unlikely event that the Acquisition does not complete, the net proceeds of the Placing will be placed on deposit on a short-term basis and the Directors will consider whether to use the proceeds to finance other carefully selected acquisitions, which would be approved if necessary by Shareholders, and/or consider the possibility of returning cash to Shareholders.
2. Background to and reasons for the Acquisition and Placing
Northbridge's strategy is to build a group of specialist industrial equipment businesses in niche sectors which are capable of further organic growth and which demonstrate some or all of the following criteria:
·; potential for expansion into complete outsourcing providers;
·; supplying, or capable of supplying, a non-cyclical customer base including utility companies, the public sector and the oil and gas sector;
·; incorporating a strong element of service work; and
·; annual turnover of between approximately £1 million and £10 million.
Through the consolidation of a number of such companies, Northbridge intends to add value through organic expansion into new geographical or industry markets and increase the Company's product offering to its customer base. In delivering such a strategy, the Board believes that Northbridge will be able to capitalise on the opportunity to become a significant industrial services business serving an international market.
Since the Ordinary Shares were admitted to trading on AIM in March 2006, Northbridge has made a number of acquisitions and incorporated a new subsidiary in the Jebel Ali Free Zone of Dubai. On its admission to AIM, Northbridge acquired Crestchic, which designs and manufactures load bank equipment, which it hires and sells to a diverse national and international customer base. Crestchic is one of the largest specialist load bank equipment manufacturers in the world.
In March 2007, the Group acquired the trade and assets of Loadbank Hire Services, a competitor of Crestchic in the London area, for a total consideration of £909,000. The additional equipment, staff and premises provided additional scale to the business as well as affording better access to the Group's customers and markets in the south east of England.
In September 2007, the Group acquired a 51 per cent. holding in RDS (Technical) Limited ("RDS") for £650,000. The principal business of RDS is to provide generators and associated equipment to the oil and gas industry in the Caspian Sea through a branch office in Azerbaijan. The remaining 49 per cent. of RDS was acquired by the Group for £1.1 million in June 2008.
In April 2009, Northbridge acquired 67 per cent. of the share capital of Tyne Technical Equipment Rental Services LLC ("TTERS"), a company registered in Dubai whose principal business is the rental of generators and the sale of associated services to the infrastructure and the oil and gas industries in the United Arab Emirates. Northbridge has an option to acquire the remaining 33 per cent. of the share capital of TTERS on 13 April 2011 for a price based on a multiple of net profits in the preceding twelve months, subject to a maximum amount of £680,000. Additionally, in 2007, the Company incorporated a subsidiary, Northbridge (Middle East) FZE, in the Jebel Ali Free Zone of Dubai to focus on supplying equipment to the oil and gas industries in the Middle East and the Caspian Sea.
The Directors of Northbridge believe that the proposed acquisition of Tasman, a business that specialises in the rental of drilling tools and equipment to the oil and gas industry and conducts servicing of some client-owned equipment, would be a positive next step in the development of the Company and is in line with its stated strategy. Tasman is a well established profitable business that has been trading for more than 25 years. In addition, Tasman is cash generative with a broad range of rental assets suitable for the oil & gas industry and the Board believes that it is also capable of organic growth. Further information on Tasman is set out below in paragraph 3. The Board believes that Tasman is an excellent strategic fit for the Group increasing the range of services that the Enlarged Group will be able to offer its oil and gas customers as well as increasing the geographical reach of the Enlarged Group.
The net proceeds of the Placing will, in conjunction with the Bank Facility and the Group's cash resources, be used to finance the consideration and expenses payable in relation to the Acquisition.
3. Information on Tasman
Tasman provides rental of tools and drilling equipment to the oil and gas industry and conducts servicing of some client-owned equipment. Tasman was founded in 1980 and its head office is in Perth, Western Australia. In addition, Tasman has operations in three further locations across Australia being Darwin (Northern Territories), Sale (Victoria) and Roma (Queensland) (via an agent). From these locations, Tasman services approximately 150 customers, assisting them with their onshore and offshore drilling activities.
Tasman provides services to a number of large oil and gas exploration and drilling companies as well as large oilfield services companies such as Apache Energy Limited, Santos Limited, Weatherford Australia, Woodside Energy Limited, ConocoPhillips and Exxon Mobil (Esso Australia Pty Limited).
Tasman's business operations are divided into the following key divisions:
Equipment Rental
Tasman has a broad range of tools and drilling equipment available for rental to customers in the oil and gas industry. Typically, Tasman enters into rental agreements for periods ranging from weeks to several months and has a high level of repeat business. Tasman has over 4,000 products available for rental including drill strings and collars, blow-out preventers, hole openers, stabilisers, mud pumps, power tongs, torque wrenches and power wash down units. Equipment rental is Tasman's main operational area and accounted for approximately 80 per cent. of total turnover for the year ended 30 June 2009. 2009 saw an increase in oil and gas activity as a result of high global oil prices which in turn translated into record equipment rental revenue for Tasman.
Service
Tasman's main workshop in Perth offers a servicing and repair facility to drilling and service companies for the maintenance of their own drilling equipment. This division is complementary to the Equipment Rental division as customers may hire equipment whilst their own are being serviced. Tasman's capability in servicing has recently been expanded with the completion of a pressure testing bay in March 2010. Revenue from the Service division represented approximately 13 per cent. of Tasman's turnover in the year ended 30 June 2009.
Product Sales
Tasman also sells consumables and spare parts to drilling companies such as corrosion inhibitors, industrial paints, mud spill kits, thread protectors and lubricants. Products are sourced from third party manufacturers/suppliers to be on-sold to customers. Revenue from this activity represented approximately 7 per cent. of Tasman's turnover in the year ended 30 June 2009.
Financial information
The trading record of Tasman for the three years ended 30 June 2009 as extracted from Tasman's financial statements is summarised below:
|
| Year ended 30 June 2009 | Year ended 30 June 2008 | Year ended 30 June 2007 |
|
| A$'000 | A$'000 | A$'000 |
|
|
|
|
|
| Turnover | 11,167 | 10,229 | 9,579 |
|
|
|
|
|
| Gross profit | 9,667 | 8,718 | 8,127 |
| Gross margin (%) | 87% | 85% | 85% |
|
|
|
|
|
| Operating profit (EBIT) | 5,729 | 4,544 | 4,466 |
|
|
|
|
|
| Profit before taxation | 5,744 | 4,564 | 4,461 |
|
|
|
|
|
| Net assets | 21,175 | 15,383 | 8,001 |
Tasman expects to produce another strong performance for the year ending 30 June 2010 with revenues comparable to 2009. Profits in 2010 are expected to be lower than 2009 as 2009 included exceptional profits from the sale of some surplus equipment during that year.
4. Proposed terms of the Acquisition
The proposed aggregate consideration payable for the entire issued share capital of Tasman is A$16.9 million (£9.8 million), subject to certain adjustments, which is comprised of an initial consideration of A$13.9 million (£8.0 million) to be satisfied by A$12.3 million (£7.1 million) in cash from the proceeds of the Placing, the Bank Facility and the Group's cash resources and the issue of Consideration Shares representing A$1.6 million (£0.9 million). In addition, subject to warranties given by the Vendor being satisfactory and there being no net asset adjustment, it is proposed that Northbridge Australia will pay to the Vendor a Deferred Consideration of A$3.0 million (£1.7 million) which will be satisfied in cash payable in two instalments. The first instalment of the Deferred Consideration of A$1.0 million (£0.6 million) would be payable on 30 December 2010. The second instalment of the Deferred Consideration of A$2.0 million (£1.2 million) would be payable on 30 September 2011. The Placing and Acquisition are conditional on the Company entering into the Acquisition Agreement, which the Board expects to do shortly, and the approval of Shareholders at the EGM.
It is proposed that Tasman's three properties, located in Perth (Western Australia), Sale (Victoria) and Darwin (North Territory), will be transferred out of Tasman prior to Completion. The net book value of the properties as at 30 June 2009 was approximately A$8.4 million (£4.9 million). It is proposed that Northbridge Australia will lease the properties from the Vendor for a period of ten years from the date of Completion (subject to a break clause) at an aggregate annual rent of A$680,000 (£393,064) with periodic reviews.
Following Completion, audited accounts of Tasman will be prepared. The aggregate purchase price will be adjusted upwards or downwards by A$1 for each A$1 by which the net assets of Tasman on the date of completion exceed or are less than A$5,660,152 plus 50 per cent. of the retained earnings (after tax and excluding profit and tax on the transfer of certain properties to the Vendor before Completion) of Tasman for the year ending 30 June 2010.
Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM. It is expected that the Acquisition will be completed, and dealings in the Consideration Shares on AIM will commence, on 30 July 2010. As part of the Acquisition Agreement, the Vendor will be required to enter into a lock-in agreement in respect of all of the Consideration Shares. Under the terms of the lock-in agreement, the Vendor will be required to agree not to sell, transfer or otherwise dispose of any Consideration Shares, other than in specified circumstances, for a period of 18 months following Completion.
5. Details of the Placing
The Company is proposing to raise approximately £7.0 million (before expenses) through the issue of the Placing Shares at the Placing Price in order to part-fund the cash element of the consideration payable pursuant to the proposed transaction. The Placing Price represents a discount of approximately 6.0 per cent. to the closing mid-market price of 133 pence per Ordinary Share on 29 June 2010, being the last business day prior to the publication of this announcement. The Placing Shares will represent approximately 41.1 per cent. of the Enlarged Share Capital (excluding any treasury shares).
Pursuant to the terms of the Placing Agreement, Arbuthnot Securities, as agent for Northbridge, has agreed conditionally to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing will not be underwritten. The Placing Agreement contains warranties from the Company in favour of Arbuthnot Securities (for itself and as agent for each of the Placees) and Smith & Williamson in relation to, inter alia, the accuracy of the information contained in this announcement and certain other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Arbuthnot Securities and Smith & Williamson in relation to certain liabilities that may occur in respect of the Placing.
The obligations of Arbuthnot Securities and Smith & Williamson under the Placing Agreement are conditional, inter alia, upon Admission having occurred by 8.00 a.m. on 23 July 2010 (or such later date as may be agreed, being no later than 6 August 2010), there being prior to Admission no material breach of the warranties given to Arbuthnot Securities and Smith & Williamson and Shareholders passing the Resolutions at the EGM.
Arbuthnot Securities and/or Smith & Williamson may terminate the Placing Agreement in specified circumstances (including for breach of warranty at any time prior to Admission, if such breach is reasonably considered by Arbuthnot Securities and/or Smith & Williamson to be material in the context of the Placing) and in the event of a force majeure event occurring at any time prior to Admission. If the conditions of the Placing Agreement are not fulfilled on or before the relevant date in the Placing Agreement, application monies will be returned to applicants without interest as soon as possible thereafter.
The Placing is conditional on the passing of the Resolutions set out in the Notice of EGM. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid following Admission. It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 23 July 2010.
As part of the Placing, the following Directors have agreed to subscribe in aggregate for 132,000 Placing Shares at the Placing Price, representing approximately 2.4 per cent. of the Placing Shares. Details of the Directors subscriptions and resultant interests following Completion are set out in the table below:
|
| Immediately prior to Admission | Immediately Following Completion | ||
| Director | No. of Ordinary Shares | % of issued share capital1 | No. of Ordinary Shares | % of Enlarged Share Capital1 |
|
|
|
|
|
|
| PR Harris | 800,000 | 8.95% | 880,000 | 5.76% |
| AK Mehta | 25,147 | 0.28% | 29,147 | 0.19% |
| JW Gould | 250,750 | 2.80% | 290,750 | 1.90% |
| MG Dodson | 281,250 | 3.15% | 289,250 | 1.89% |
1. Excluding 152,150 Ordinary Shares held in treasury by Northbridge.
In addition, Western Selection plc (of which David Marshall, a non-executive Director, is a director) has agreed to subscribe for 325,000 Placing Shares. Following Completion, Western Selection plc will be interested in 2,200,000 Ordinary Shares representing approximately 14.4 per cent. of the Enlarged Share Capital.
6. Bank Facility
In order to finance part of the cash element of the consideration payable for the proposed Acquisition, the Company is proposing to enter into the Bank Facility. The Board considers that it is in the best interests of the Company that the cash element of the consideration payable for the proposed Acquisition be funded by a combination of debt and equity in order to maximise the return to Shareholders.
7. Current trading and future prospects
On 25 March 2010, Northbridge reported its preliminary results for the year ended 31 December 2009 with consolidated revenue for the year of £12.7 million (2008: £15.7 million), gross profit of £7.5 million (2008: £8.0 million) and profit before taxation of £2.2 million (2008: £3.0 million). Gross margins improved to 59.0 per cent. from 51.0 per cent. in 2008. Earnings per share, excluding currency movements, continued to grow to 20.0 pence per share (2008: 19.4 pence per share). Net assets at 31 December 2009 were £12.4 million (2008: £10.0 million). Northbridge also announced an increase in its final dividend to 2.7 pence per share, raising the total dividend for the year to 4.1 pence per share (2008: 3.9 pence per share), an increase of 5.1 per cent.
On 14 June 2010, the Company announced a number of new contract wins and a trading update. In the announcement the Company confirmed that overall activity had continued to grow and enquiries and quotes for the sale of manufactured units had increased compared with the levels of 2009. In addition rental demand had improved strongly in most of the Company's markets and the Group expected to report substantial growth in the first six months of 2010. As a result the Directors are confident that the Group's performance in 2010 will comfortably achieve the current market expectations for the year.
8. Irrevocable undertakings
Certain of the Directors (and their related parties) and Western Selection plc have irrevocably undertaken to vote in favour of the Resolutions in respect of 3,498,397 Ordinary Shares, representing in aggregate, approximately 39.1 per cent. of the Existing Ordinary Shares.
9. Extraordinary General Meeting
The Extraordinary General Meeting will be held at the offices of Buchanan Communications, 45 Moorfields, London EC2Y 9AE at 10.00 a.m. on 22 July 2010, at which the Resolutions will be proposed. A copy of the circular containing further details of the Placing and incorporating a notice of EGM and Form of Proxy will be posted to Shareholders later today, and will be available to download from the Company's website at: www.northbridgegroup.co.uk.
Definitions
| "Acquisition" | the proposed acquisition of the entire issued share capital of Tasman by Northbridge Australia |
| "Acquisition Agreement" | the proposed sale and purchase agreement relating to the Acquisition |
| "Act" | the Companies Act 2006 (as amended) |
| "Admission" | the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules |
| "AIM" | the market of that name operated by the London Stock Exchange |
| "AIM Rules" | the AIM Rules for Companies |
| "Arbuthnot Securities" | Arbuthnot Securities Limited |
| "Bank Facility" | a proposed five year term loan facility of up to £3 million from Bank of Scotland Plc at an interest rate equal to LIBOR plus 3.25 per cent. on indicative terms received by the Company, subject to contract and due diligence and satisfaction of conditions precedent before availability |
| "Company" or "Northbridge" | Northbridge Industrial Services plc |
| "Completion" | completion of the Acquisition in accordance with the terms of the proposed Acquisition Agreement |
| "Consideration Shares" | 739,884 new Ordinary Shares to be issued to the Vendor pursuant to the Acquisition (assuming stated currency conversion rate of £1:A$1.73) |
| "Crestchic" | Crestchic Limited, a wholly owned subsidiary of the Company |
| "Deferred Consideration" | the deferred consideration (if any) that may be payable by the Company in relation to the Acquisition pursuant to the Acquisition Agreement |
| "Directors" or the "Board" | the directors of Northbridge |
| "Enlarged Group" | the Group, as enlarged by the Acquisition, immediately following Admission |
| "Enlarged Share Capital" | the 15,285,991 Ordinary Shares (excluding the 152,150 Ordinary Shares held by the Company as treasury shares) in issue immediately following Completion |
| "Existing Ordinary Shares" | the 9,092,257 Ordinary Shares in issue at the date of this announcement, of which 152,150 Ordinary Shares are held by the Company as treasury shares |
| "Extraordinary General Meeting" or "EGM" | the Extraordinary General Meeting of the Company convened for 10.00 a.m. on 22 July 2010 |
| "Group" | the Company and its subsidiary undertakings |
| "LIBOR" | London Interbank Offered Rate |
| "London Stock Exchange" | London Stock Exchange plc |
| "New Ordinary Shares" | the Consideration Shares and the Placing Shares |
| "Notice of EGM" | the notice of Extraordinary General Meeting of the Company to be held at 10.00 a.m. on 22 July 2010 |
| "Ordinary Shares" | ordinary shares of 10p each in the share capital of the Company |
| "Placees" | the subscribers or purchasers of Placing Shares pursuant to the Placing |
| "Placing" | the conditional placing by Arbuthnot Securities of the Placing Shares pursuant to the Placing Agreement |
| "Placing Agreement" | the agreement dated 29 June 2010 between the Company, Smith & Williamson and Arbuthnot Securities in connection with the Placing |
| "Placing Price'' | 125 pence per Placing Share |
| "Placing Shares" | the 5,606,000 new Ordinary Shares which are proposed to be allotted and issued pursuant to the Placing |
| "Resolutions" | the resolutions set out in the Notice of EGM |
| "Shareholders" | holders of Ordinary Shares |
| "Smith & Williamson" | Smith & Williamson Corporate Finance Limited, the Company's AIM nominated adviser |
| "Tasman" | Tasman Oil Tools Pty Ltd |
| "Vendor" | Cata Pty Ltd |
All references in this announcement to "£" or "p" are to the lawful currency of the United Kingdom and all references to "A$" are to the lawful currency of Australia.
Unless otherwise stated, the following exchange rate is used throughout this announcement: £1 = A$1.73
Ends