TIDMGTLY
Gateley (Holdings) PLC
23 July 2021
23 July 2021
Gateley (Holdings) Plc
("Gateley" or the "Group")
(AIM:GTLY)
Acquisition of the Business and Assets of Tozer Gallagher
LLP
("Tozer Gallagher")
Gateley, the legal and professional services group , is pleased
to announce the acquisition by Gateley Vinden Limited of the
business and assets of Tozer Gallagher LLP, a leading practice of
chartered quantity surveyors and construction consultants, for a
total maximum consideration of GBP700,000, plus an amount equal to
the book value of the assets acquired (the "Acquisition") ,
expected to be approximately GBP115,000.
Tozer Gallagher will join the Gateley Vinden business, which the
Group acquired in March 2020. This strategic Acquisition adds
further strength and depth to the Group's Property Platform and is
the tenth business that Gateley has acquired since its IPO in
2015.
Background to Tozer Gallagher
Tozer Gallagher was founded over 30 years ago and is a
nationally recognised and highly respected practice of chartered
quantity surveyors and construction consultants based in Manchester
and London. The business specialises in built environment
consultancy, fund monitoring services, and surety advisory.
The Tozer Gallagher team, headed by Directors Bill Ibram,
Anthony Meaden and Paul Rigby, are well known to Gateley Vinden and
Gateley Legal, having previously collaborated on a number of
projects. All three Directors will continue to work as part of the
management team of Gateley Vinden incorporating Tozer
Gallagher.
Tozer Gallagher's clients include QBE, Euler Hermes, Aviva
Insurance and Bank ABC, as well as a number of councils, education
trusts and social housing providers across the UK. In the year
ending 31 May 2021, Tozer Gallagher produced revenues of circa
GBP1m.
Acquisition rationale
The Acquisition will enable Gateley Vinden to widen the scope of
its existing built environment consultancy and fund monitoring
services.
The surety advisory expertise within Tozer Gallagher adds
further strength to Gateley Vinden's business but also complements
the specialist surety work undertaken by Gateley Legal's surety
practice team. The internationally recognised experts within
Gateley Legal's surety team have a proven track record in advising
on contentious and non-contentious issues, relating to any
surety.
Terms of the acquisition
Under the terms of the Acquisition agreement, Gateley will pay a
total maximum consideration of GBP700,000 plus an amount equal to
the book value of the assets acquired. The initial payment on
completion will be approximately GBP600,000, payable in cash. The
three Tozer Gallagher Directors will each subscribe GBP100,000 for
in aggregate 142,179 new ordinary shares of 10 pence each in the
capital of Gateley ("Ordinary Shares") at a price of GBP2.11 per
Ordinary Share, such share subscription being equal to
approximately 50% of the cash consideration payable on completion.
The book value of the assets acquired by Gateley Vinden Limited
shall be agreed and determined after completion of the Acquisition
but is expected to be approximately GBP115,000 and in any event is
capped at GBP125,000.
Deferred consideration of up to GBP100,000 is payable based on
the acquired business' financial performance in the 12 month period
following completion of the Acquisition. Deferred consideration
will be settled in cash, with each recipient applying 50% of their
deferred consideration in subscribing for Ordinary Shares, valued
at the average 30-day closing price of an Ordinary Share on the
last practicable date as the deferred consideration falls due.
The cash consideration is being funded out of the Group's
existing resources. The Board expects the Acquisition to generate
operational synergies and be immediately earnings enhancing.
Issue of new Ordinary Shares
Further to the subscription referred to above, 142,179 Ordinary
Shares are to be issued. Application will be made to the London
Stock Exchange for the 142,179 new Ordinary Shares to be admitted
to trading on AIM ("Admission"). It is expected that Admission will
take place at 8.00 a.m. on 28 July 2021.
The new Ordinary Shares will rank pari passu with the existing
Ordinary Shares in issue. Following Admission, Gateley's total
issued share capital will comprise 118,118,551 Ordinary Shares.
This number may be used by shareholders in Gateley 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 Gateley under the FCA's
Disclosure Guidance and Transparency Rules.
Commenting on the Acquisition, Rod Waldie, Chief Executive
Officer of Gateley, said:
"I am delighted to welcome Tozer Gallagher to the Group. The
Tozer Gallagher team has worked with many of our colleagues in
Gateley Legal and Gateley Vinden and we know there are many
opportunities to collaborate further. We also have a shared
interest in surety work and regularly work with the same clients,
so this is an area where we see further growth potential.
"This Acquisition sits within the diversification part of our
strategy to establish complementary services that support our
Platform strategy. We believe there is also an opportunity for
Gateley Vinden, incorporating Tozer Gallagher, to collaborate
further within our well-established Property Platform and we are
looking forward to supporting their future development in line with
our growth plans."
- Ends -
Enquiries:
Gateley (Holdings) Plc
Neil Smith, Finance Director Tel: +44 (0) 121 234
0196
Nick Smith, Acquisitions Director and Tel: +44 (0) 20 7653
Head of Investor Relations 1665
Cara Zachariou, Head of Corporate Communications Tel: +44 (0) 121 234
0074 Mob: +44 (0) 7703
684 946
finnCap - Nominated Adviser and Broker Tel: +44 (0) 20 7220
0575
Matt Goode / James Thompson (Corporate
Finance)
Andrew Burdis (ECM)
N+1 Singer - Joint Broker Tel: +44 (0) 20 7496
3000
Peter Steel (Corporate Finance)
Rachel Hayes (Corporate Broking)
Belvedere Communications Limited - Financial
PR
Cat Valentine (cvalentine@belvederepr.com) Mob: +44 (0) 7715 769
078
Keeley Clarke (kclarke@belvederepr.com) Mob: +44 (0) 7967 816
525
Llew Angus (langus@belvederepr.com) Mob: +44 (0) 7407 023
147
gateleypr@belvederepr.com
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