MITIE, the strategic outsourcing and energy services company, announces today that it has purchased employee minority shareholdings of three of its successful ‘MITIE Model’ businesses.
MITIE, which stands for Management Incentive Through Investment Equity, has been partnering with entrepreneurs to grow British businesses for 25 years and has supported over 100 start-up businesses using the MITIE Model.
Ruby McGregor-Smith CBE, Chief Executive of MITIE, said: “I am delighted with the progress of these three businesses which have contributed to the growth and innovation of our group.
“We see a significant opportunity for the MITIE model to attract dynamic, entrepreneurial management teams to our business and help to support our growth aspirations.”
Transaction details:
MITIE Group PLC (MITIE) today agreed to purchase certain minority shareholdings of three MITIE subsidiary companies: MITIE Client Services Limited (MCSL), MITIE Pest Control (London) Limited (MPCLL) and MITIE Security Holdings Limited (MSHL) in accordance with the respective articles of association and shareholders’ agreements of those companies.
The total maximum consideration for all three purchases amounts to £14.7m. Initial consideration of £13.3m will be satisfied as to £1.4m in cash and as to the remaining £11.9m by the issue of 4,448,114 new ordinary shares of 2.5p each in MITIE (the ‘New MITIE Shares’), valued at 267.58 pence per share, being the average of the closing middle market price for the five banking days immediately preceding 26 July 2012. The balance of £1.4m of the consideration is deferred, as detailed below, and will be paid in New MITIE Shares subject to the attainment of specified conditions.
As a result of these acquisitions, MITIE will own 91.30% in MCSL, 91.44% in MPCL and 98.91% in MSHL.
The shareholdings to be purchased, primarily held by certain of the employees and senior management of the relevant subsidiary companies, are detailed below:
- MITIE Client Services Limited(MCSL) – 34.80% of the issued share capital, comprising 139,200 B ordinary shares of £0.01 each, for a consideration of £2.55m. The consideration will be satisfied by £0.23m in cash and £2.32m by the issue of 866,261 New MITIE Shares;
- MITIE Pest Control (London) Limited(MPCLL) – 34.24% of the issued share capital, comprising 171,200 B ordinary shares of £1.00 each, for a consideration of £2.06m. The consideration will be satisfied by £0.41m in cash and £1.65m by the issue of 618,306 New MITIE Shares.
- MITIE Security Holdings Limited (MSHL) – 4.38% of the issued share capital, comprising 620,400 B ordinary shares of £0.01 each, for a total consideration of £10.09m. The initial consideration will be satisfied by £0.76m in cash and £7.93m by the issue of 2,963,547 New MITIE Shares. The deferred consideration of £1.4m will be payable on the attainment of certain criteria set out in the Share Purchase Agreement.
The selling shareholders of each of the relevant subsidiary companies have given MITIE certain warranties and, where appropriate, assurances relating to past and future performance. Where applicable, the MITIE shares issued as consideration are held in safe custody and may be sold to meet any claims that MITIE may have in the future in relation to those warranties and assurances.
Application will be made shortly to the UK Listing Authority and the LSE for the relevant New MITIE Shares to be admitted to the Official List and to trading on the LSE. The New MITIE Shares issued in respect of MPCLL, MCSL and MSHL will rank pari passu with existing ordinary MITIE shares except that they will have a trading restriction applied until 28 August 2014. It is expected that admission of the New MITIE Shares to the Official List will become effective by Mid-September.