Shearwater Regulatory News (SWG)

15 Mar 2006 08:00

Scott Wilson Group plc15 March 2006 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. This is an advertisement and not a prospectus. Investors should not subscribefor the shares referred to in this advertisement except on the basis of theinformation contained in the prospectus. The prospectus has been approved by theUK Listing Authority. This advertisement has not been so approved. Copies of theprospectus are available from Brewin Dolphin Securities Limited ("BrewinDolphin") 7 Drumsheugh Gardens, Edinburgh, EH3 7QH andwww.corporatebroking.brewin.co.uk. For immediate release Wednesday, 15 March 2006 Scott Wilson Group plc First day of dealings - admission to the Official List and to trading on the London Stock Exchange Market capitalisation of £112 million at placing price of 158 pence per share Scott Wilson Group plc ("Scott Wilson" or "the Company"), the internationalconsultancy offering integrated professional services for civil and structuralengineering projects, transportation, environmental studies and institutionaldevelopment, is pleased to announce completion of its admission to the OfficialList and that unconditional dealings in its ordinary shares on the London StockExchange ("Admission") commenced at 8.00am today. Brewin Dolphin acted as Sponsor and Financial Adviser in relation to the Placingand Admission. Placing highlights: • Brewin Dolphin, the Company's broker, placed approximately 43.1 million ordinary shares raising approximately £68.1 million before expenses for the Company, and also placed approximately 2.2 million ordinary shares raising approximately £3.5 million on behalf of selling shareholders. • The shares were placed with a wide range of institutional and professional investors in the United Kingdom, having been oversubscribed at the higher end of expectations. • Scott Wilson has a market capitalisation of approximately £112 million on Admission. The percentage of the enlarged issued ordinary share capital that was the subject to the Placing ("the free float") is approximately 63.9%. • Scott Wilson will be included in the Support Services sector and has an EPIC code of SWG.L. • The Placing has raised approximately £68.0 million, gross of expenses, for the Company which will be used as follows: Repayment of bank debt £11.9mSettlement, in part, of Pre-Incorporation Liabilities £12.7mTop-up contribution to the Scott Wilson Pension Schemes £23.4mCash resources to provide additional working capital financing £14.0mPayment of the flotation expenses £6.0m Reasons for Admission • The Company has sought a listing in order to: - establish a more appropriate capital structure for the next phase of its growth strategy; - raise the profile of the Company; - assist in retaining and incentivising its employees; - secure a more diversified ownership structure as well as providing liquidity for retired or retiring employee investors.• The Placing has raised funds to strengthen the Company's balance sheet in order to: - finance organic growth; - facilitate further selective acquisitions. Placing statistics: Placing Price per Ordinary Share 158pTotal number of Ordinary Shares being placed, comprising: 45,296,445Number of Subscription Shares being placed on behalf of the Company 43,052,477Number of Sale Shares being placed on behalf of the Sellers 2,243,968Number of PILs Shares allotted by the Company pursuant to thePILs Settlement Offer in conjunction with the Placing 700,531Number of Ordinary Shares in issue following the Placing 70,858,408Market capitalisation at the Placing Price £112.0 millionEstimated total net proceeds of the Placing to be received by the Company £62.0 millionValue of Pre-Incorporation Liabilities settled by the allotment of PILs Shares £1.1 millionEstimated net proceeds of the Placing to be received by the Sellers £3.5 millionPercentage of the enlarged issued ordinary share capital thesubject of the Placing 63.9% Commenting on the Placing, Geoff French, Chairman of Scott Wilson said: "We are delighted to have successfully completed our Admission to the OfficialList and that trading on the London Stock Exchange started today. We welcome allour new investors as shareholders of Scott Wilson. "We believe that the Placing and Admission will strengthen Scott Wilson'sbalance sheet thereby financing organic growth and facilitating furtherselective acquisitions. We expect it will enable Scott Wilson to accelerate itsgrowth and thereby sustain or improve its position amongst its peers." For further information please contact: Scott Wilson Group plc www.scottwilson.comGeoff French, Chairman 01256 310 200 Brewin Dolphin 0131 225 2566Sandy Fraser/Alexander Dewar Smithfield 020 7360 4900Reg Hoare/Katie Hunt/George Hudson An analyst presentation will be held at 11.15 for 11.30am today at Smithfield's offices, 10 Aldersgate Street, London, EC1A 4HJ. Please contact Smithfield if you would like to attend. Print resolution images are available for the media to view and download from www.vismedia.co.uk Notes to editors: Scott Wilson is an international consultancy offering integrated professionalservices into four principal sectors: transportation, property, the environmentand natural resources. It was ranked as the ninth largest UK-based engineeringconsultant by fee income for the calendar year 2004 in the New Civil Engineer2005 annual survey. The Company earned approximately 67 per cent. of its revenue over the threeyears to 30 April 2005 in the UK and approximately 33 per cent. overseas. TheCompany has an existing network of international offices controlled through fiveregional centres in Warsaw, Johannesburg, Delhi, Bangkok and Shanghai/Hong Kong. Scott Wilson has strong relationships with UK government departments,non-governmental agencies, multinational companies, national governments andsupranational funding bodies. In the financial year ended 30 April 2005, 32 ofthe Company's clients were billed over £1 million and the top 55 of theCompany's clients (which exceeded 1,500 in total) accounted for aggregate feesin excess of £100 million. Important clients and partners include Network Rail, the Highways Agency,Balfour Beatty, Alfred McAlpine, Cross London Rail Links, English Partnerships,Defence Estates and the Roads Service Northern Ireland. Well known projects on which Scott Wilson has worked include The Eden Project,Bangkok Airport, Manchester Airport, Portsmouth's Spinnaker Tower, the UK WestCoast Route Modernisation and Victoria Station and a number of LondonUnderground stations. Company highlights: • A history of growth, both organic and through acquisitions, having expanded both the breadth of its service offerings from its engineering roots, and the geographic markets in which it operates• The Company's overall objective is sustained growth in revenue, margins and shareholder value by building on its position as one of the leading UK-based international engineering consultancies as measured by fee income• Scott Wilson is actively pursuing a strategy of organic investment and appropriate acquisitions to:- expand both in the UK and internationally, based around its existing network of international offices; and- strengthen its service offering and market share in its core sectors by building upon its existing technical resource.• Scott Wilson key strengths and differentiators include its:- brand;- high quality technical staff;- sector expertise;- services integration;- international coverage.• The Executive Directors collectively have 100 years of service to the Company Financial highlights: • In the financial year ended 30 April 2005 the Company had revenues of £160.0 million and an adjusted EBITA of £7.8 million as reported under IFRS• Consistent revenue growth averaging approx. 10% per annum in the past three financial years ended 30 April 2005• 2005 adjusted EBITA margin of 4.3% on net revenue (2004: 3.9%; 2003:4.0%) as reported under UK GAAP• In the 6 months ended 31 October 2005 the Company earned an adjusted EBITA margin of 6.5% and achieved net revenue growth of 13.4% as reported under IFRS. During this period it has secured a number of new long term contracts resulting in a record order book• The first dividend to be declared by the Company following Admission is expected to be an interim dividend payable in respect of the financial year ending 30 April 2007. The Company's Directors are: • Geoff French, Chairman• Stuart Doughty CMG, Non-Executive (Senior Independent Director)• James Newman, Non-Executive• Pelham Allen, Non-Executive• Hugh Blackwood, Joint Chief Executive• Ron Wall, Joint Chief Executive• Stephen Kimmett, Group Finance Director The contents of this announcement, which has been issued by and is the soleresponsibility of Scott Wilson has been approved solely for the purposes ofsection 21 of the Financial Services and Markets Act 2000 by Brewin Dolphin, 7Drumsheugh Gardens, Edinburgh EH3 7QH. Brewin Dolphin is authorised andregulated by the Financial Services Authority. Brewin Dolphin is acting for Scott Wilson and no one else in connection with thePlacing and will not be responsible to any other person for providing theprotections afforded to their respective clients or for providing advice inrelation to the Placing. No offer or invitation to acquire shares in ScottWilson is being made by or in connection with this announcement. This announcement does not constitute a recommendation concerning the Placing.The value of shares can go down as well as up. Past performance is not a guideto future performance. Potential investors should consult a professional adviseras to the suitability of any investment for the individual concerned. Neither Brewin Dolphin nor the Company nor any other person makes any guarantee,representation or warranty, express or implied, as to the accuracy, completenessor fairness of the information and opinions contained in this press release, andno reliance should be placed on such information. None of Brewin Dolphin, thecompany or any of its directors, officers or employees accept responsibility orliability whatsoever for any direct or consequential loss howsoever arising fromany use of this press release or its contents or otherwise arising in connectiontherewith. This announcement does not constitute an offer of, or the solicitation of anoffer to buy or subscribe for, Ordinary Shares to any person in any jurisdictionto whom or in which such offer or solicitation is unlawful and, in particular,is not for release, publication or distribution in or into the United States,Australia, Canada or Japan. The Placing has not been and will not be registered under the US Securities Actof 1933, as amended (the "Securities Act") or under the applicable securitieslaws of Australia, Canada or Japan. Subject to certain exceptions, the OrdinaryShares may not be offered or sold in Australia, Canada, Japan or the UnitedStates. The contents of neither this press release nor the prospectus to which it refersshould be construed as legal, business or tax advice. Any individual who is in any doubt about the investment to which this pressrelease relates should consult an authorised person specialising in advising oninvestments of this kind. - Ends - This information is provided by RNS The company news service from the London Stock Exchange