Northern Bear Regulatory News (NTBR)

16 January 2020

Northern Bear PLC

("Northern Bear" or the "Company") 

Acquisition of J Lister

Northern Bear, the AIM listed group of companies (together, the "Group") providing specialist building and support services to customers in Northern England and across the UK, is delighted to announce the acquisition of Lister Holdings (York) Limited and its wholly owned subsidiary J Lister Electrical Limited (together "J Lister") (the "Acquisition").

Key highlights

·; J Lister is an electrical contracting business based in York, established in 1973.

·; J Lister has an established customer base and offers significant growth potential, via both organic expansion of the existing business and cross selling with other Northern Bear Group companies.

·; For the year ended 31 March 2019, J Lister achieved revenue of £2.5m and profit before tax of £0.28m.

·; The Acquisition is expected to be earnings enhancing for Northern Bear.

·; Initial and deferred consideration of £0.95m, including the issue of £0.1m in ordinary shares in Northern Bear, with a further earn-out payment of up to £0.3m in cash, dependent on profits in excess of historical levels (see below).

·; J Lister will be part of Northern Bear's Specialist Building Services reporting segment.

Steve Roberts, Executive Chairman of Northern Bear, commented:

"I am delighted to announce the acquisition of J Lister. We have looked at a large number of opportunities since our last acquisition, being that of H Peel & Sons (Holdings) Limited and its subsidiary, in July 2017. We have now acquired a well-established, consistently profitable and cash generative business with a strong management team committed to remaining with the business. In addition, J Lister has a number of opportunities for expansion and to cross-sell with our existing Group companies. I would like to welcome all of the J Lister employees to our Group and we look forward to working with them."

For further information please contact:

Further information on the Acquisition

Further information on J Lister

J Lister was established in 1973, is based in the City of York and operates across the North of England. It has a strong reputation in the Yorkshire market, based on operating in both the commercial and domestic sectors, with several long standing, blue-chip customers providing a high volume of recurring orders. Key services provided include electrical repairs, installation, maintenance and testing, fire alarms, emergency lighting, and door access systems.

J Lister demonstrates a consistent track record of profitability and cash generation, including during the last major recession. The business has grown in recent years through an expanded service offering, including CAD and technical drawings, design and consultancy, and project management, as well as working on larger projects.

J Lister has a very strong order book, including a major new contract recently secured and commenced which should underpin short term profitability. There are future growth opportunities for J Lister via larger contracts for the existing customer base, new customer opportunities and geographic expansion. We also expect a number of cross-selling opportunities for J Lister via the Group's existing customer base.

Consideration for the Acquisition

The purchase consideration (the "Consideration"), payable to the shareholders of Lister Holdings (York) Limited ("Sellers"), is as follows:

·; Cash consideration of £0.75m payable on completion;

·; Deferred cash consideration of £0.1m, due in two annual instalments on the first and second anniversaries of the completion date (15 January 2020) ("Completion");

·; 136,054 ordinary shares of 1p each in Northern Bear (the "Consideration Shares") due on Completion, valued at approximately £0.1m, based on the average closing mid-market price of the Company's ordinary shares for the five working days ended on 15 January 2020, being 73.5p; and

·; Up to £0.3m payable in cash under an earn-out over a three-year period. This amount would only be payable if the business generates profits over that period in excess of historical levels (see below).

The maximum aggregate amount of the Consideration will be £1.25m, should all future earn out targets be met in full. To achieve the full earn-out of £0.3m, cumulative profit before tax for the three years to 30 September 2022 must exceed £1.422m.

The Consideration Shares are subject to a lock in and orderly market arrangement pursuant to which the sellers have undertaken that, subject to certain limited exceptions, they will not dispose of any interest in the Consideration Shares for a period of 12 months from the date of admission to trading on AIM of the Consideration Shares and, for the 12 months following that initial period, that they will only dispose of their holdings with the consent of the Company and Strand Hanson, the Company's Nominated Adviser and Broker.

The acquisition is expected to be earnings enhancing for Northern Bear in the financial year to 31 March 2020, and it is anticipated that all future earn-out and deferred consideration payments will be met through cash generated by J Lister. The initial cash element of the Consideration due on completion will be met from the Group's existing bank facilities.

Consideration Shares

The Company has agreed to issue the Consideration Shares, which will rank pari passu with the Company's existing ordinary shares, to the Sellers, conditional upon their admission to trading on AIM ("Admission"). Application will be made for Admission and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 24 January 2020.

Following Admission, the Company's total issued share capital will consist of 18,655,276 ordinary shares of 1p each with voting rights, plus a further 362,040 non-voting ordinary shares which the Company holds in treasury.

On Admission, the abovementioned figure of 18,655,276 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.