Northern Bear Regulatory News (NTBR)

2 Apr 2008 07:01

Northern Bear Plc02 April 2008 Northern Bear Plc ("Northern Bear" or the "Company") Announces the acquisition of A1 Trucks and DJ McGough for a combined total of £6.72 million Northern Bear, a holding company for a growing portfolio of Northern basedbuilding services businesses is pleased to announce the acquisition of A1Industrial Trucks Limited ("A1 Trucks") and D J McGough Limited ("D J McGough")for a combined maximum consideration of £6.72 million based on closing pricetoday (subject to any adjustments of net assets acquired). Both acquisitionsare well established, cash generative businesses based in the North East whichfit well with the Company's strategy to acquire profitable building servicesbusinesses which will increase the size of the Company and are expected to beearnings enhancing in the year to 31 March 2009. A1 Trucks Established in 1983, A1 Trucks is based in Newcastle and operates a fleet ofapproximately 400 forklift trucks which it sells, leases, rents and maintainsfor a wide range of commercial customers. The company's two co-founders, Derek Wymes and Graeme Tennick, have committed their future to continuing in theircurrent roles. Over the past 25 years A1 Trucks has developed a strong market reputation in theNorth East for the supply of forklift trucks, and as a result is a naturalstrategic fit with Northern Bear. For the 12 months to 30 April 2007, A1 Trucksgenerated turnover of £3.31 million and profit before tax of £789,080. As at 30April 2007, A1 Trucks had net assets of £2.16 million, including £1.10 millionof cash. The maximum consideration to be paid for the entire issued share capital of A1Trucks is £4.67 million based on closing price today . The consideration is tobe satisfied as to £3.45 million in cash, and through the issue of 958,334 new Ordinary Shares of 1p each in the Company ("Ordinary Shares"), which based onthe closing mid market price on 1 April 2008 of 96.5p per Ordinary Share,equates to an aggregate consideration of £924,791. Up to a further £300,000 is payable in cash, which is dependent on the achievement of certain performancecriteria. Based on a price per Ordinary Share of £1.20 at the time the termsof the acquisition of A1 Trucks was agreed, the aggregate consideration would beapproximately £4.90 million. Application has been made for the new OrdinaryShares to be admitted to trading on AIM which is expected to occur on 7 April2008. D J McGough Established in 1988, D J McGough is based in Newcastle and provides plumbing,heating and mechanical services to primarily industrial and commercialcustomers across the North East. The company employs a team of 47 and has, overthe past 20 years, established strong long term relationships with a wide numberof industrial and commercial businesses. D J McGough meets Northern Bear's acquisition criteria and will be a valuableaddition to the growing portfolio of building services businesses. For the 12months to 31 December 2007, D J McGough generated revenues of £2.74 million andprofit before tax of £290,065. As at 31 December 2007, D J McGough had netassets of £0.9 million, including £0.5 million of cash. The consideration to be paid for the entire issued share capital of D J McGoughis £2.04 million. The consideration is to be satisfied as to £1.52 million incash, and through the issue of 547,368 new Ordinary Shares, which based on the closing mid market price on 1 April 2008 of 96.5p per Ordinary Share, equates toan aggregate consideration of £528,210 . Based on a price per Ordinary Share of£1.20 at the time the terms of the acquisition of D J McGough was agreed, the aggregate consideration would be approximately £2.18 million. Application hasbeen made for the new Ordinary Shares to be admitted to trading on AIM which isexpected to occur on 7 April 2008. As a result of the issue of the shares, the issued share capital of the Companywill comprise 18,516,139 Ordinary Shares of 1p each with each Ordinary Sharecarrying the right to one vote. Jon Pither, Chairman of Northern Bear, commented: "A1 Trucks and D J McGoughrepresent the eleventh and twelfth additions to our growing portfolio ofsuccessful companies and we expect them to make positive contributions to the Company's financial performance in 2008 and beyond. The acquisitions alsoreflect Northern Bear's policy to continue to develop its business away fromthe cyclical "New Build" housing sector, which is expected to contribute lessthan 15% of Northern Bear's turnover in the current financial year, anddiversify its customer portfolio. "Last week the Company announced in a trading statement that we expect turnoverand profit before tax for the 12 months to 31 March 2008 to be at the upper endof market expectations. Consequently, we look forward to announcing our results in late May 2008 and the Board remains confident of the Company'strading outlook for the coming financial year." Enquiries please contact: Northern Bear PlcGraham Forrest, Chief Executive0191 371 2934 Strand Partners LimitedJames Harris / Braden Saunders020 7409 3494 St Helen's CapitalRuari McGirr020 7628 5582 Cardew GroupTim Robertson / Shan Shan Willenbrock / David Roach020 7930 0777 For further information on the Company please visit www.northern-bear.com High resolution images are available for the media to view and download free ofcharge from www.vismedia.co.uk Notes to Editors Northern Bear is the holding company for a growing portfolio of northern basedbuilding services businesses, currently comprising 12 businesses in total. TheCompany is focused on acquiring well established, cash generative buildingservices businesses based in the North of England in order to expand theportfolio of building services that the group currently offers. Northern Bear iscommitted to diversifying its customer portfolio, and is successfullyimplementing its policy to further develop its business away from the cyclical"New Build" housing sector, which is expected to contribute less than 15% ofNorthern Bear's turnover in the current financial year. Northern Bear is listedon the AIM market of the London Stock Exchange under the ticker symbol "NTBR". Northern Bear currently has 12 businesses in its portfolio, including: •D J McGough (acquired April 2008) •A1 Trucks (acquired April 2008) •Jennings Roofing (acquired November 2007) •Hastie D Burton (acquired June 2007) •Chirmarn Surveying (acquired May 2007) •Chirmarn (acquired May 2007) •MGM (acquired February 2007) •Floor Joist (acquired December 2006) •Wensley Roofing (acquired December 2006) •Springs Roofing (acquired December 2006) •Roof Truss (acquired December 2006) •Isoler (acquired December 2006) This information is provided by RNS The company news service from the London Stock Exchange