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ARP Ashcourt Rowan

346.00
0.00 (0.00%)
16 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Ashcourt Rowan LSE:ARP London Ordinary Share GB00B6540P35 ORD 20P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 346.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

AMCO Corporation PLC - Tolent Stmt.re Demerger, etc.

06/08/1999 8:31am

UK Regulatory


RNS No 6336v
AMCO CORPORATION PLC
6 August 1999
                          

                               
             TOLENT PLC ("Tolent or "the Company")
                               
          DEMERGER FROM AMCO CORPORATION PLC ("Amco")
                               
    ADMISSION TO THE ALTERNATIVE INVESTMENT MARKET ("AIM")
                               
                     PROSPECTUS PUBLISHED

The  prospectus  for  the flotation  on  AIM  of  Tolent,  the
building  and  civil  engineering group,  has  been  published
today.   The  nominated adviser and nominated broker  is  Bell
Lawrie Wise Speke.

Tolent  carries out a wide range of construction work in  both
the  public  and  private sectors on  a  national  basis  from
offices  in  Tyneside,  Teeside,  Yorkshire,  Manchester   and
London.

MAIN POINTS
*    Entire  issued  share  capital  in  Tolent  issued   to
     Qualifying Amco Shareholders
*    Turnover and profits increased every year since 1996
*    Tolent interim results ahead of budget and ahead of last
     year
*    Increased volume of negotiated work
*    Order book stands at #45 million
*    Trading in the ordinary shares expected to commence on 
     1 September 1999

CUSTOMER BASE
Building  repair, refurbishment and maintenance work has  been
carried  out  on  a  regular  basis  for  a  number  of  large
companies, which include:

*    Goldman Sachs
*    British Steel
*    I.C.I.
*    Du Pont
*    B.A.S.F.
*    B.P.
*    Helios Properties
*    Priority Sites.

Construction work has been carried out in the past for:

*    The M.C.C. at Lord's Cricket Ground
*    Durham County Cricket Club
*    Pioneer
*    Sumitomo Bank
*    Enterprise Oil

KEY STRENGTHS
The Directors believe that the key strengths of Tolent are:

*     strong  client  relationships, often leading  to  repeat
      business
*     established reputation for quality and ability  to  meet
      deadlines
*     large and stable directly employed workforce
*     majority  of turnover is derived from negotiated  tender
      rather than competitive tender

Stuart Gordon, the Chairman of Tolent, said.

"We  have  an  excellent customer base and are well-placed  to
continue  our  expansion.  Enquiry levels  are  high  and  the
flotation on AIM will undoubtedly be beneficial when it  comes
to tendering for new projects.

"This  is  a significant step forward for the Group and  I  am
confident  that  we will grow more rapidly as  an  independent
quoted company."

For further information:

Tolent PLC

Stuart Gordon (Chairman)                        01709 828218
Ian Swire (Finance Director)                    01709 828218

Bell Lawrie Wise Speke

Mark Brady / Keith Salisbury                   0161 839 4222

Binns & Co Public Relations

Brian Coleman-Smith / Simon Ellis / Neil Camp  0171 786 9600

                               
             TOLENT PLC ("Tolent or "the company")
                               
          DEMERGER FROM AMCO CORPORATION PLC ("Amco")
                               
    ADMISSION TO THE ALTERNATIVE INVESTMENT MARKET ("AIM")
                               
                     PROSPECTUS PUBLISHED


SUMMARY OF THE DEMERGER
The  company and Amco have agreed that, subject to the passing
of the Resolutions, Amco will transfer the entire issued share
capital  of Tolent Corporation to the Company in consideration
for  which  the  Company  will issue the  Demerger  Shares  to
Qualifying  Amco  Shareholders.  Upon  the  Demerger  becoming
effective,  Tolent  Corporation will  become  a  wholly  owned
subsidiary of the Company.

As a result of the Demerger, Qualifying Amco Shareholders will
be  able  to  benefit  directly from  a  shareholding  in  the
Company.   The  Directors  believe that  the  listing  of  the
Company's  shares on AIM will raise the profile and status  of
the  Tolent  Group and will in due course provide more  direct
access to public sources of long term finance.

TRADING RECORD
The trading record of the Tolent Group for the three financial
years  and six months ended 30 June 1999 is summarised below.

                        Year ended 31 December   6 months
                              (Audited)          ended
                                                 30 June
                                                 (Unaudited)
                                                 
                         1996     1997      1998         1999
                        #'000    #'000     #'000        #'000
                                                             
Turnover                39,466  52,955    77,537       39,116
Operating (loss) /                                           
profit                     (68)    418     1,447        1,006
(Loss) / profit                                              
before taxation           (277)    154     1,364          906

Trading  in the three years and the six months ended  30  June
1999  has seen a return to increasing underlying profitability
and   continued  growth  in  turnover.   Tender  and  contract
management controls have improved over this period, as has the
proportion  of  negotiated  tender,  rather  than  competitive
tender, work.

In  the  year ended 31 December 1997, there was an exceptional
loss  of  #424,000 relating to the disposal of an interest  in
land  in  Germany.  The Directors believe that  there  are  no
further  liabilities in relation to the Tolent Group's  former
German operations.

HISTORY AND DEVELOPMENT
Tolent  Construction  was set up in  1983  by  John  Wood  and
originally  traded solely from Gateshead,  Tyne  &  Wear.   It
rapidly  established  a  reputation as  a  quality  commercial
construction  business  in the North  East  of  England.   The
company opened additional regional offices in London and later
in  Wakefield,  West  Yorkshire in order  to  create  national
representation.

In  London,  Tolent  Construction  negotiated  a  contract  to
convert a listed building into the new Japanese Embassy.  This
award-winning  project enhanced the company's  reputation  and
placed   it  in  a  more  advantageous  position  as  Japanese
companies increasingly looked to establish manufacturing bases
in the United Kingdom in the late 1980's.  Tolent Construction
further  expanded its operations and acquired other businesses
with complementary sub-contracting and plant hire operations.

The  recession of the early 1990s adversely affected the whole
of  the UK construction industry.  In order to counteract this
the  Tolent management identified opportunities in  the  newly
unified Germany and Berlin in particular.  However, the  Group
incurred  significant losses as a result of customers  failing
to  pay  on  completed contracts.  This,  together  with   the
recession  in  the  UK,  caused severe cashflow  problems  and
against  this  background the Tolent Group, which  had  ceased
trading in Germany in 1994, was sold to Amco for a nominal sum
in September 1995.

Once  within the Amco Group, Tolent was able to stabilise  its
position and peripheral businesses were either sold or  closed
down.   Wares,  its  mechanical and electrical  subcontracting
business was sold to its management and the business of Gordon
Plant  Hire  was sold to a plant hire competitor.   Management
and  financial controls within Tolent were also  reviewed  and
strengthened.   This exercise, together with a combination  of
Amco's  financial  support and a general upturn  in  the  UK's
construction market, enabled Tolent's management  to  be  more
selective   in  its  approach  to  tendering  for   contracts,
refocusing  on generating operating profit at the  expense  of
turnover.

Accordingly,  the  last few years have  seen  Tolent  go  from
strength to strength with turnover and profits increasing each
year since 1996.

THE BUSINESS
The  Tolent  Group  is a well established building  and  civil
engineering   group  which  carries  out  a  wide   range   of
construction work in both the public and private sectors on  a
national  basis.  It also holds several investment  properties
which were recently independently valued at over #4 million.

Tolent's  business is split into three trading regions  across
the  UK.   The Northern region is run from its main office  in
Gateshead, with a branch office in Middlesbrough.  The Central
region  operates  from Wakefield, together  with  a  satellite
office  in Manchester.  The Southern region operates  from  an
office  in  London  close to London  Bridge.   The  group  has
approximately 400 employees.

Although  contract  values can vary  significantly  the  Group
undertakes work with a contract value of between #500,000  and
#4  million.   The largest contract undertaken by  the  Tolent
Group  to  date  has a value of approximately  #18.5  million.
Tolent  not  only  tenders  for  construction,  but  also  for
building  repair, refurbishment and maintenance work  on  long
term contracts.

CUSTOMERS
Building  repair, refurbishment and maintenance work has  been
carried  out  on  a  regular  basis  for  a  number  of  large
companies, which include Goldman Sachs, British Steel, I.C.I.,
Du Pont, B.A.S.F., B.P., Helios Properties and Priority Sites.

Construction  work has been carried out in the past  for  such
enterprises  as  the M.C.C. at Lord's Cricket  Ground,  Durham
County  Cricket  Club, Pioneer, Sumitomo Bank  and  Enterprise
Oil,  and  on student accommodation for Sunderland,  Newcastle
and Sheffield Universities.

MARKETS AND COMPETITION
Tolent aims to identify opportunities within niche markets  in
addition  to  mainstream  building and construction  projects.
Within  the commercial sector Tolent offers expertise  in  the
construction  of  offices,  fit-out and  refurbishment  works,
public   houses,   garages  and  showrooms.   Its   industrial
portfolio  has  developed  to include  civil  engineering  and
building  work,  waste  transfer  stations,  large  and  small
industrial units and long term maintenance contracts.  Several
universities  have used Tolent's services in the  building  of
student accommodation.

The  UK  construction  industry is  heavily  regionalised  and
Tolent's  competitors  include most of the  large  and  medium
sized  construction  companies in  the  UK.   To  improve  its
position  in  a competitive market, the Group looks  to  build
close  relationships with its customers to  secure  long  term
contracts leading to recurring work.

KEY STRENGTHS
The  Directors  believe that the key strengths of  the  Tolent
Group are:

-    strong  client  relationships, often leading  to  repeat
     business
-    established reputation for quality and ability  to  meet
     deadlines
-    large and stable directly employed workforce
-    majority  of turnover is derived from negotiated  tender
     rather than competitive tender

REASONS FOR ADMISSION
The  Directors believe that the Group has now reached  a  size
and  stage in its development where its future growth will  be
enhanced by Admission which will help to raise the profile  of
the  Group amongst customers and suppliers, both existing  and
prospective, and allow the Group to address future acquisition
opportunities which may arise.

DIVIDEND POLICY
Due  to  the deficit on the profit and loss account of  Tolent
Corporation, the Directors will be unable to recommend payment
of a dividend until this has been eliminated and it is prudent
to  do  so.   In the light of information currently available,
the  Directors  do  not  anticipate being  in  a  position  to
recommend payment of a dividend to shareholders for  at  least
three years.

CURRENT TRADING AND PROSPECTS
Tolent  Group's  turnover and profit before tax  for  the  six
months  to  30  June  1999  were  ahead  of  budget  and   the
corresponding period last year.  At 30 June 1999  the  Group's
forward order book stood at approximately #45 million, with  a
small proportion of this extending into the next year.

The  Directors believe that the Tolent Group will continue  to
expand  organically  as  a  result  of  increased  levels   of
negotiated  work from its key clients, continued targeting  of
new  clients  in niche markets and the expansion of  preferred
contractor  work.  The Tolent Group has acted on a  number  of
projects  as  both developer and contractor and the  Directors
consider   that  additional  turnover  may  be  generated   by
developing this role.  The Directors will also seek to  expand
the  Group  by  acquisition, should  the  right  opportunities
arise, although no acquisition is under consideration at  this
time.

The  Group has been short-listed for a contract to fit out  an
in  excess of 500,000 square foot London office building.   If
the contract is awarded to the Group it will be undertaken  by
the  Group and another contractor as a joint venture  project.
The Directors expect to be informed shortly whether or not the
Group has been awarded the contract.

For further information:

Tolent PLC

Stuart Gordon (Chairman)                          01709 828218
Ian Swire (Finance Director)                      01709 828218

Bell Lawrie Wise Speke

Mark Brady / Keith Salisbury                     0161 839 4222

Binns & Co Public Relations

Brian Coleman-Smith / Simon Ellis / Neil Camp    0171 786 9600


DIRECTORS AND SENIOR MANAGEMENT


Executive Directors

Stuart Nicholson Gordon, Chairman (aged 62)
Stuart  Gordon, a chartered accountant, has been  Chairman  of
Amco  since  1989  and  was the Chairman  of  its  predecessor
company International Amco Corporation from 1983 to 1989.   He
was  formerly  a  partner  with Chartered  Accountants,  Grant
Thornton,  between 1965 and 1983.  He is currently a  director
of Gordon Securities Limited which provides his services to  a
number of companies and individuals, including Amco.

John Gibbon Wood, Managing Director (aged 55)
John  Wood  established  Tolent Construction  in  1983.   Over
subsequent years as Chairman of Tolent, he expanded the Tolent
Group  by  the  establishment and  development  of  additional
companies  associated with the building and civil  engineering
industry.   He  became a director of Amco  in  September  1995
following its acquisition of Tolent.

Otto Hinrich Schmill, Director (aged 73)
Henry Schmill, a chartered mining engineer, graduated in  1952
with  a  degree  in  mining  engineering  from  the  Technical
University  in  Aachen,  Germany.   He  joined  Thyssen   (GB)
Limited, a major mining contracting company, rising to  Deputy
Managing Director before founding the Amco Group in 1970.   He
is currently managing director of Amco.

Ian Swire, Financial Director (aged 36)
Upon  graduating from Sheffield University in 1984, Ian  Swire
joined  accountancy firm Coopers & Lybrand.  Qualifying  as  a
chartered accountant in 1987 he joined Amco, initially in  one
of its subsidiary companies.  He was appointed to the board of
Amco in March 1996.

Non-executive Directors

Michael Richford Speakman, Non-executive Director (aged 64)
Mike  Speakman,  a  chartered civil engineer,  has  spent  his
career  in  the  building and civil engineering  industry.   A
former director of Henry Boot, Bison International and Stepney
Contractors he joined the Amco Group in September  1989  as  a
subsidiary   company  director.   Prior   to   his   impending
retirement he was appointed a non-executive director  of  Amco
in April 1996.


Further board changes
It is the intention of the Directors to appoint two additional
non-executive  directors to the board  of  Tolent  PLC  by  31
October  1999,  at which point Mike Speakman  will  resign  as
director of the Company.  John Wood will be appointed managing
director of the New Tolent Group and will resign as a director
of  Amco upon the Demerger becoming effective.  It is intended
that  in  due  course,  the Company will appoint  a  full-time
financial director.

Senior Management
Brief  biographies  of  the  senior  management  team  are  as
follows:

Trevor  Phillipson, Commercial Director - Tolent  Construction
(aged 48)
Trevor  Phillipson spent 13 years at Balfour Beatty, the  last
eight  as  Sellafield, before joining Tolent  Construction  in
February  1988.   Recruited  as a contracts  manager,  he  was
appointed a director of the company in January 1990.

Andrew  David  Clark, Financial Director - Tolent Construction
(aged 34)
Andy  Clark  graduated from Sheffield University in  1986  and
qualified as a chartered accountant with Coopers & Lybrand  in
1989.   Having  worked overseas, he returned  to  the  UK  and
joined Tolent Construction in January 1996, being appointed  a
director in March 1999.

David  Malcolm  Jackson, Director - Tolent Construction  (aged 51)
David  Jackson joined the Amco board as a commercial  director
in  February 1999 from a subsidiary of Jarvis plc.   Prior  to
working  for  Jarvis he was a director of Aqumen Group.   Upon
the  Demerger  becoming  effective  he  will  be  appointed  a
director  of  Tolent  Construction and his  services  will  be
provided by Amco to the New Tolent Group on a part-time  basis
pursuant to the Services Agreement.

The services of Messrs O H Schmill, S N Gordon and I Swire  as
part-time  directors of the Company and of M R Speakman  as  a
non-executive  director will be provided by Amco  pursuant  to
the terms of the Services Agreement.
                               
                          DEFINITIONS
                               
The following definitions apply throughout this announcement
document unless otherwise stated or the context otherwise
requires:

"Admission"             admission of the entire ordinary
                        share capital of the Company in issue
                        and to be issued to AIM and such
                        admission becoming effective
                        
"Amco Group"            Amco and its subsidiary and
                        associated undertakings (or any of
                        them, as the context requires)
"Amco Shares"           ordinary shares of 10p each in the
                        capital of Amco
                        
"Bell Lawrie Wise       Bell Lawrie Wise Speke, a division of
Speke"                  Brewin Dolphin
                        Securities Ltd
                        
"Demerger"              the proposed demerger of the Tolent
                        Group from Amco
                        
"Demerger Effective     the time at which the Demerger
Date"                   becomes effective, expected to be on
                        31 August 1999
                        
"Demerger Shares" or    ordinary shares of 10p each in the
"Ordinary Shares"       capital of the Company
                        
"Group", "Tolent" or    Tolent Corporation and its subsidiary
"Tolent Group"          and associated undertakings from time
                        to time (or any of them, as the
                        context requires)
                        

"Qualifying Amco        holders of Amco Shares as shown in
Shareholders"           the Register of Members of Amco on
                        the Record Date other than (i) those
                        whose address, as shown in the
                        Register of Members, is in the United
                        States of America or any of the
                        provinces of Canada and (ii) the
                        Reserve Accounts
                        
"Reserve Accounts"      Big Nama Reserve Account, Nama Creek
                        Reserve Account, Amco Industrial
                        Holdings Reserve Account and
                        International Amco Corporation
                        Reserve Account (each being a nominee
                        account holding shares in Amco which
                        have not been taken up by persons
                        otherwise entitled to such shares)
                        
"Resolutions"           the special resolutions of the
                        shareholders of Amco to be proposed
                        in connection with the Dermerger more
                        particularly set out in the notice of
                        extraordinary general meeting of Amco
                        dated 6 August 1999 included at the
                        end of the circular sent to Amco
                        shareholders today
                        
"Services Agreement"    the agreement made as at the date of
                        the Prospectus between Amco and the
                        Company providing for provision of
                        certain services by the Residual Amco
                        Group to the New Tolent Group
                        
"Tolent Construction"   Tolent Construction Group
                        
 "Tolent Corporation"   Tolent Corporation Limited


Issued  by  Bell Lawrie Wise Speke, a member of the Securities
and  Futures  Authority  Limited,  as  nominated  adviser  and
nominated  broker to Tolent PLC ("Tolent") in connection  with
the  proposed flotation of Tolent.  This announcement does not
form part of any placing of any share in Tolent and it is  not
for  distribution  in  the United States of  America,  Canada,
Australia or Japan.  Any application for shares should be made
on  the  basis of the information contained in the  Prospectus
alone.

Bell  Lawrie  Wise  Speke  is  acting  solely  for  Tolent  in
connection  with the flotation and will not be responsible  to
anyone   other  than  Tolent  for  providing  the  protections
afforded  to  customers  of Bell Lawrie  Wise  Speke.   Before
deciding  whether  to  apply for shares, you  should  consider
whether shares are a suitable investment for you.  Their value
can  go  down as well as up.  If you need advice,  you  should
consult an appropriate professional adviser.

END

MSCNFNPSELDNEFN


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