TIDMCTR
RNS Number : 5986N
Charles Taylor PLC
10 August 2017
Date: 10 August 2017
On behalf of: Charles Taylor plc ("Charles Taylor", the "Group"
or the "Company")
Embargoed until: 0700hrs
Charles Taylor plc
Acquisition of UK high net worth property, fine art and antiques
loss adjuster, Criterion Adjusters
Charles Taylor plc announces today that its subsidiary, Charles
Taylor Adjusting Limited ("CTA"), has acquired Criterion Adjusters
Limited, Criterion Surveyors Limited and Criterion Claims
Management Limited (together "Criterion") a group of specialist
loss adjusting, surveying and claims management businesses, for a
maximum consideration of GBP13.1 million. Criterion is focused on
the UK high net worth (HNW) property, fine art and antiques
insurance sectors.
The benefits of the acquisition are as follows:
-- Extends Charles Taylor's capabilities into the high net worth adjusting market
-- Provides stable, repeatable revenues with lower working capital requirements
-- Offers growth and business referral opportunities for Criterion and Charles Taylor
-- Enables Criterion to benefit from Charles Taylor's support and global network
Charles Taylor paid GBP5.3 million in cash on completion to
acquire 100% of the equity of the three Criterion businesses. A
further payment of GBP1.0 million has been made to the shareholders
to reflect the net cash position of the company and to enable them
to settle directors' loans owing to Criterion. Deferred
consideration of up to GBP7.8 million will be paid, based on
business performance over the three years following completion, of
which 50% will be paid annually over the three years, with the
remaining 50% held back and released on the fifth anniversary of
completion.
The initial consideration has been funded by a GBP5 million
increase in facilities with Royal Bank of Scotland and HSBC. The
combined gross assets of the three Criterion businesses were GBP2.8
million, as at 31 March 2017, based on the unaudited statutory
accounts. Criterion achieved aggregated revenue of GBP4.3 million
and profit before tax of GBP1.8 million in the year to 31 March
2017. Criterion will be consolidated for the remainder of 2017 into
Charles Taylor's accounts for the year ending 31 December 2017 and
following transaction and integration related costs, is not
expected to make a material contribution to earnings for that
period.
The acquisition is expected to contribute to revenue, profits
and earnings in the year ending 31 December 2018 and in subsequent
years.
Background to the acquisition
The transaction marks an important step forward in delivering
CTA's business model and strategy. CTA is diversifying its business
into closely related profitable and stable property and casualty
(P&C) loss adjusting sectors, such as the HNW market, while
retaining its market leading position in the aviation, energy and
marine sectors. The strategy is designed to increase regular,
repeatable income streams for CTA, while reducing the working
capital requirements over time.
Criterion handles a significant share of the UK's HNW property,
fine art and antique-related claims and is the preferred adjuster
to many leading specialist HNW insurers. It also provides surveying
and claims management (TPA) services to its clients. The HNW sector
and its insurers are demanding in terms of both technical knowledge
and service standards; this makes Criterion a good fit with CTA,
which focuses on higher value, technical work, where expertise and
service are valued.
Criterion offers growth opportunities for CTA. It brings several
new clients and further embeds CTA with existing clients. Criterion
also has the potential to grow by providing surveying, claims
management (TPA) and additional HNW adjusting services to existing
and new clients and by meeting the demand from clients for
offerings with similar service levels on non-HNW claims. Criterion
will benefit from Charles Taylor's brand, support functions and
international network. CTA expects to benefit from business
referrals from Criterion to its other adjusting teams globally and
to the wider Group's other businesses such as Charles Taylor TPA
and CEGA.
Criterion will continue to trade under its existing name. The
business will be led by its current management and its clients will
continue to be served by their existing teams. Criterion's Managing
Director, Chris Monks, and Operations Director, James Long, will
continue in their existing, respective roles.
David Marock, Group Chief Executive Officer, Charles Taylor
said:
"I am excited that Criterion has become part of the Charles
Taylor Group, bringing new HNW adjusting and surveying capabilities
and adding to our growing TPA businesses. We are focused on
building a larger, more capable, more profitable professional
services business. This acquisition marks another important step
forward in our strategy to grow by developing new professional
service business lines, which are closely-related to our core
business, both organically and through carefully targeted
acquisitions and investments."
Chris Monks, Chief Executive Officer, Criterion, said:
"CTA has a tremendous reputation for delivering specialist,
highly technical loss adjusting services which mirror our service
and expertise-driven approach. The strength of CTA's brand, its
global network and high quality technology and support services
will give us the structure, support and autonomy to grow our
business in HNW loss adjusting and adjacent markets."
Damian Ely, Chief Executive Officer, Charles Taylor Adjusting,
said:
"I am delighted to welcome our new colleagues to Charles Taylor
Adjusting. The acquisition of Criterion is part of our strategy to
diversify our loss adjusting business into closely related
specialist P&C markets. HNW loss adjusting provides steady
revenues which will help to balance the less predictable income
streams from our other business lines. The nature of the work also
means that Criterion's working capital requirements are lower than
is normal in our existing aviation, energy and marine markets.
"This complements our recent moves to build our specialist
P&C loss adjusting capabilities. We established in late 2016 a
UK construction and engineering capability which is developing
well, are expanding our UK property and professional indemnity
teams and growing our global cyber-liability adjusting
capabilities. We are also building our P&C team across the USA
and extending our reach across Latin America."
This announcement contains inside information within the meaning
of article 7 of the EU Market Abuse Regulation (MAR).
-ends-
For further information:
Charles Taylor plc
David Marock, Group Chief
Executive Officer
Mike Lord, Group Communications Via Redleaf Polhill
Director
Redleaf Communications ct@redleafpr.com
Charlie Geller
Elise Palmer 020 7382 4730
Notes to editors
Charles Taylor plc is a leading provider of professional
services to clients across the global insurance market. The Group
has been providing services since 1884 and today employs over 1,900
staff in 71 offices spread across 28 countries in the UK, the
Americas, Asia Pacific, Europe, the Middle East and Africa.
The Group offers services, principally on a fee-based model and
operates through three businesses - Management, Adjusting and
Insurance Support Services. Charles Taylor also owns insurers,
creating value through select acquisitions and operational
efficiency.
Further information is available at www.ctplc.com
Statements made in this announcement that look forward in time
or that express management's beliefs, expectations or estimates
regarding future occurrences are "forward-looking statements"
within the meaning of the United States federal securities laws.
These forward-looking statements reflect the Group's current
expectations concerning future events and actual results may differ
materially from current expectations or historical results.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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