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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 |
TIDMARP
RNS Number : 4447V
Ashcourt Rowan PLC
13 December 2013
13 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS, OR INTO THE UNITED STATES, OR INTO OR FROM CANADA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
ASHCOURT ROWAN PLC
("Ashcourt Rowan" or the "Company")
Proposed Acquisition of
UK Wealth Management Limited group of companies ("UKWM")
and
Placing to raise GBP15.3m
Ashcourt Rowan plc (AIM: ARP.L), the UK wealth management group, is pleased to announce that it has entered into a conditional share purchase agreement with Duke Street General Partner Limited ("Duke Street GP Limited") and certain Duke Street LLP funds of which Duke Street GP Limited is the general partner, to acquire UKWM for up to GBP14.25 million in cash (the "Acquisition"), alongside an associated placing of shares. The Acquisition, which is subject to regulatory approval from the FCA, will create a leading UK wealth manager with a national footprint offering high quality financial advice and investment solutions to individuals and corporates through its network of 17 offices.
Key highlights of the Acquisition:
* Strategic opportunity to combine two complementary businesses with similar outlooks and ambitions creating a solid platform for stakeholders in both businesses * Enhanced geographic coverage - pro forma group office network extends to 17 locations across England and Scotland * Adds important corporate pensions and benefits business, a fast growing marketplace * As at 31 October 2013, UKWM had: * AUM/I of GBP1.3 billion of which GBP0.3 billion is discretionary AUM * Out of UKWM's GBP1.0 billion of FUI, GBP0.4 billion is on service agreements * Annualised revenues of GBP8.8 million of which GBP6.6 million were recurring * Annualised underlying EBITDA at breakeven * Acquisition to create a group with pro forma AUM/I of GBP5.0 billion, of which GBP1.9 billion is discretionary AUM (excluding the AUM relating to the Generali acquisition) * Pro forma group revenues* of GBP43.3 million and pro forma underlying EBITDA** of GBP5.0 million * Total consideration payable of up to GBP14.25 million of which GBP12.5 million payable at Completion (anticipated in Q1 2014) * Material cost synergies of at least GBP2.25 million across the combined group expected to be achieved within six to nine months following completion; expected implementation costs of c.GBP2 million * Acquisition is expected to substantially enhance EPS in its first full year following Completion Funding: * Acquisition funded by placing (conditional on standard conditions including Admission) of 8.25 million shares at 185p, raising approximately GBP15.3 million (before expenses) * The placing price represents a discount of 2.4 per cent. to the closing mid-market price of 189.5p per Ordinary Share as at 12 December 2013 (being the latest practicable date prior to the date of this announcement). * The Placing Shares comprise 23.4% of the enlarged share capital of the group Cantor Fitzgerald Europe is acting as sole financial adviser to the Company in relation to the Acquisition. Cantor Fitzgerald Europe and Peel Hunt are acting as joint placing agents in relation to the Placing. * includes revenues relating to the Generali Acquisition **underlying EBITDA for Ashcourt Rowan as at 31 March 2013 and identified cost savings
Jonathan Polin, Group CEO of Ashcourt Rowan, said "This is a transformative deal for Ashcourt Rowan and an important step on our journey to become a leading UK wealth manager. UKWM's business is complementary in terms of culture, outlook, client base and office footprint, adding locations in the North of England where Ashcourt Rowan was previously under-represented.
"The deal will enhance the service we provide to our clients and increase the depth of resources we have to offer, with 77 financial planning and corporate advisers across the enlarged business. In turn, the additional financial planning resource will support Ashcourt Rowan's long-term organic growth strategy. Our stated aim has been to have a separate division for corporate solutions to support the work we are currently undertaking in auto-enrolment. In acquiring UKWM we extend our group with specialist individuals who have the expertise tools and resources to concentrate on the delivery of solutions to the corporate SME market"
This summary should be read in conjunction with, and is subject to, the full text of the following announcement. Terms used in this summary shall have the meaning given to them in the full announcement.
For further information please contact:
Jonathan Polin, Group CEO Ashcourt Rowan plc Alfio Tagliabue, Group CFO www.ashcourtrowan.com +44 (0) 20 7871 7373 Rishi Zaveri Cantor Fitzgerald Europe (financial adviser Catherine Leftley and joint broker) +44 (0) 20 7894 7667 Guy Wiehahn Harry Florry Peel Hunt LLP (Nominated adviser and joint Andy Crossley (Corporate Sales/Syndication) broker) +44 (0) 20 7418 8900
Media enquiries:
Emily Morris/Katy Moore Ashcourt Rowan plc +44 (0) 20 7871 7250 Laura Conaghan/Daniel Yea Maitland +44 (0) 20 7379 5151
-ENDS-
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS, OR INTO THE UNITED STATES, OR INTO OR FROM CANADA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
ASHCOURT ROWAN PLC
("Ashcourt Rowan" or the "Company")
Proposed Acquisition of
UK Wealth Management Limited group of companies ("UKWM")
and
Placing to raise GBP15.3m
The acquisition
Ashcourt Rowan plc (AIM: ARP.L), the UK wealth management group, is pleased to announce that it has entered into a conditional share purchase agreement with Duke Street General Partner Limited ("Duke Street GP Limited") and certain funds managed by Duke Street LLP to acquire the UK Wealth Management group of companies for up to GBP14.25 million in cash (the "Acquisition"), alongside an associated placing of shares. The Acquisition, which is subject to regulatory approval from the FCA, will create a leading UK wealth manager with a national footprint offering high quality financial advice and investment solutions to individuals and corporates through its network of 17 offices. The Acquisition will complete when the conditional share purchase agreement goes unconditional which is expected to be in the first quarter of 2014 ("Completion").
Information on UKWM
Overview of UKWM
With roots tracing back over 25 years, UKWM is a financial services group offering best in class independent financial planning, wealth management and employee benefits to personal, corporate and trustee clients. UKWM operates out of 5 offices in Leeds (HQ), Macclesfield, Pontefract, Rugby and York.
Financial Information
As at 31 October 2013, UKWM had approximately GBP1.3 billion of total Assets under Management and Influence ("AUM/I") of which GBP0.3 billion were discretionary Assets Under Management ("AUM") and GBP1.0 billion of Funds Under Influence ("FUI"). Out of UKWM's GBP1.0 billion of FUI, approximately GBP0.4 billion are contracted on client service agreements. As at 31 October 2013, UKWM had annualised revenues of GBP8.8 million (of which GBP6.6 million were recurring) and, on an annualised basis, had breakeven underlying EBITDA. As at 30 September 2013, UKWM had net tangible assets of GBP1.9 million including GBP0.95 million of cash.
UKWM divisional breakdown (annualised basis(1) ) -------------------------------------------------------------------- Financial Investment Corporate Pensions Planning Management Solutions Administration ----------- ---------- ------------ ----------- ---------------- AUM/FUI GBP1.0 GBP0.3 - - billion billion ----------- ---------- ------------ ----------- ---------------- Revenue GBP4.9 GBP1.7 GBP1.8 GBP0.3 million million million million ----------- ---------- ------------ ----------- ---------------- Recurring GBP3.4 GBP1.7 GBP1.2 GBP0.3 Revenue million million million million ----------- ---------- ------------ ----------- ---------------- Underlying GBP0.0 million EBITDA ----------- -------------------------------------------------------
Source: UKWM finance report October 2013 and other internal management accounts provided by UKWM
(1) Based on 10 months to 31 October 2013 annualised
Benefits of the acquisition
The acquisition adds greater scale in financial planning and wealth management and enhances the Company's geographic coverage. It also adds an established corporate business. On a pro-forma basis the enlarged group revenues will be GBP43.3m (including the acquisition of Generali Portfolio Management (UK) Limited ("Generali") due to complete in January 2014 and expected to deliver GBP1.9m of annual revenues) and underlying EBITDA will be GBP5.0m after taking into account anticipated synergies.
The Company expects to achieve material cost synergies across the combined group of at least GBP2.25 million within six to nine months following completion primarily through the integration of the support structure and platform. The Company anticipates it will need to incur approximately GBP2m of implementation costs to achieve these synergies.
The table below illustrates how the pro-forma figures have been calculated:
Ashcourt UKWM Expected Pro-forma(2) Rowan synergies ---------- --------- ----------- ----------- ------------- 31 March Annualised 2013 ---------- --------- ----------- ----------- ------------- AUI / FUI GBP3.7 GBP1.3 GBP5.0 billion billion billion ---------- --------- ----------- ----------- ------------- Revenue GBP32.6 GBP8.8 GBP41.4 million million million ---------- --------- ----------- ----------- ------------- EBITDA GBP2.8 GBP0.0 GBP2.25 GBP5.0 million million million million ---------- --------- ----------- ----------- -------------
(2) Excludes acquisition of Generali
The Acquisition is expected to be substantially EPS enhancing in the first full year following Completion (excluding implementation costs) and is expected to complete in the first quarter of 2014.
Sale and purchase agreement
Completion of the Acquisition under the sale and purchase agreement is conditional upon a limited number of matters. Principally these are the approval of the FCA and there being no material breach of regulation in relation to UKWM.
The deferred consideration of GBP1.75 million is payable in cash fifteen months after completion if recurring revenue is above a pre-determined level for the twelve months following Completion. If the Company were to fail to complete the Acquisition due to any failure in the funding it would be obliged to make a pre-determined payment to the sellers.
Placing and Admission
In order to fund the Acquisition, on behalf of the Company, Cantor Fitzgerald Europe ("Cantor Fitzgerald") and Peel Hunt LLP ("Peel Hunt") (and together the "Placing Agents") have conditionally raised approximately GBP15.3 million (with combined placing and transaction costs of c. 6%) pursuant to a placing of 8.25 million shares (the "Placing Shares") at a price of 185p per share (the "Placing"). The placing price represents a discount of 2.4 per cent. to the closing mid-market price of 189.5 pence per Ordinary Share as at 12 December 2013 (being the latest practicable date prior to the date of this announcement).
The Placing will be affected using a cash box structure, using the Company's existing authorities to issue shares. The Placing Shares equate to approximately 23.4% of the enlarged issued share capital of the Company. The Placing is conditional on Admission (as defined below) becoming effective and the placing agreement between the Company and the Placing Agents (the "Placing Agreement") becoming unconditional in all respects. The Placing is not conditional upon completion of the Acquisition. Following Admission, the Placing Shares will rank pari passu in all respects with the existing ordinary shares in issue.
The Placing has been undertaken pursuant to the terms and conditions of the Placing Agreement and is not being underwritten. The Placing Agreement contains customary conditions, warranties and termination rights in favour of Cantor Fitzgerald and Peel Hunt.
Application will be made for the Placing Shares to be admitted to trading on the AIM Market of the London Stock Exchange ("Admission"). Admission is expected to take place on 18 December 2013. Following Admission the Company's enlarged issued share capital will comprise 35,279,330 Ordinary Shares with voting rights. The figure of 35,279,330 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Interim results
The Company has today released its interim results.
ENDS
For further information please contact:
Jonathan Polin, Group CEO Ashcourt Rowan plc Alfio Tagliabue, Group CFO www.ashcourtrowan.com +44 (0) 20 7871 7373 Rishi Zaveri Cantor Fitzgerald Europe (financial adviser Catherine Leftley and joint broker) +44 (0) 20 7894 7667 Guy Wiehahn Harry Florry Peel Hunt LLP (Nominated adviser and joint Andy Crossley (Corporate Sales/Syndication) broker) +44 (0) 20 7418 8900
Media enquiries:
Emily Morris/Katy Moore Ashcourt Rowan plc +44 (0) 20 7871 7250 Laura Conaghan/Daniel Yea Maitland +44 (0) 20 7379 5151
Notes:
This announcement contains a number of forward-looking statements relating to Ashcourt Rowan with respect to, amongst other things, financial condition; results of operations; economic conditions in which the Company operates and in which the Company will operate; the business of the Company; future benefits of the Acquisition and the Company's management plans and objectives. The Company considers any statements that are not historical facts as "forward-looking statements". They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of either the Company to differ materially from the information presented in the relevant forward-looking statement. The pro-forma information provided is inherently limited due to the subjective nature of the calculation. When used in this announcement the words "estimate", "intend", "believe", "expect", "should" and similar expressions, as they relate to the Company's management, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither the Company, nor any member of its group, its Directors, Cantor Fitzgerald Europe (its financial adviser and joint-broker) or Peel Hunt LLP (its NOMAD and joint-broker), undertake any obligation publicly to update or revise any of the forward-looking statements contained in this announcement.
This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction.
Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for the Company in connection with the Acquisition and joint placing agent in connection with the Placing.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint placing agent for the Company in connection with the Placing.
No representation or warranty, express or implied, is made by Cantor Fitzgerald Europe, Peel Hunt LLP or any of their respective directors, officers, employees, advisers or agents as to any of the contents of this announcement and, without limiting the statutory rights (if any) of any person to whom this announcement is issued, no liability whatsoever is accepted by Cantor Fitzgerald Europe, Peel Hunt LLP or any of their respective directors, officers, employees, advisers or agents for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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