Gateley (Holdings) PLC Acquisition of Richard Julian and Associates Ltd (5841G)
July 20 2023 - 2:00AM
UK Regulatory
TIDMGTLY
RNS Number : 5841G
Gateley (Holdings) PLC
20 July 2023
20 July 2023
Gateley (Holdings) Plc
("Gateley" or the "Group")
(AIM:GTLY)
Acquisition of Richard Julian and Associates Limited
and
Total Voting Rights
Gateley, the professional services group , is pleased to
announce the acquisition of Richard Julian and Associates Limited,
trading as RJA Consultants ("RJA"), for total consideration of not
more than GBP6 million (the "Acquisition") including, subject to
certain revenue targets being achieved, an earn out based on the
EBITDA achieved in each twelve-month period expiring 31 March 2024
and 31 March 2025.
Background to RJA
Established by founder and managing director, Richard Julian,
RJA is a chartered surveying practice, providing quantity surveying
and project management services across a variety of construction
sectors. It specialises in the provision of these services to
organisations that deliver affordable housing, a resilient sector
which is underpinned by high levels of grants to support delivery
of the Government's housing targets.
Richard Julian and directors Steven Collin, Liza Julian, Hardeep
Kooner and Chris Clubb, will continue to work as part of the RJA
management team post Acquisition.
The company employs approximately 50 staff based in Nottingham
and Leicester.
In the financial year ended 31 March 2023, RJA generated revenue
of c.GBP3.9 million, corporatised profit before tax of c.GBP0.8
million and organic revenue growth of 65% against the prior
year.
Acquisition rationale
RJA is a fast-growing business that complements the existing
market leading expertise within Gateley Legal's residential
development and construction teams. Its core market, which is
affordable housing, is a buoyant sector and the deeper reach into
that market adds further resilience to the Group's Property
Platform.
In addition, RJA's service offerings align with expertise
elsewhere on Gateley's Property Platform. In particular, its
services to the UK property insurance market further strengthen
Gateley Smithers Purslow and Gateley Vinden's market-leading
positions in that sector.
Terms of the Acquisition
Under the terms of the Acquisition agreement, Gateley will pay
initial consideration of GBP3.93 million (the "Initial
Consideration"). The Initial Consideration will be satisfied as to
approximately GBP2.03 million in cash and GBP1.9 million by the
allotment and issue of new ordinary shares of GBP0.10 each in
Gateley ("Consideration Shares").
The cash consideration is being funded from the Group's
revolving credit facility. The board expects the Acquisition to
generate operational synergies and be immediately earnings
enhancing.
Issue of the Consideration Shares and Total Voting Rights
Application will be made to the London Stock Exchange for the
1,192,163 Consideration Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will take place at
8.00am on 25 July 2023.
The Consideration Shares will rank pari passu in all respects
with the existing ordinary shares of GBP0.10 each in Gateley
("Ordinary Shares"), including the right to receive all dividends
declared, made or paid after completion.
Following Admission, Gateley's total issued share capital will
comprise 127,860,168 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 to 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 the team from RJA, who are already
well known by our colleagues in Gateley Smithers Purslow. There are
common threads between the two teams and across our Property
Platform, bringing opportunities to increase market share, as well
as target new markets and workstreams. They have considerable
expertise in the construction market and specifically in resilient
sectors such as affordable housing and insurance services.
" RJA has a strong track record of growth, excellent
relationships with clients, a dedicated and positive culture and an
ambitious management team, qualities which closely match Gateley's
business and culture."
- Ends -
Enquiries:
Gateley (Holdings) Plc
Neil Smith, Chief Financial Officer Tel: +44 (0) 121 234
0196
Nick Smith, Acquisitions Director and Tel: +44 (0) 20 7653
Head of Investor Relations 1665
Cara Zachariou, Communications Director Tel: +44 (0) 121 234
0074
Mob: +44 (0) 7703 684
946
Liberum - Nominated Adviser and Broker
Richard Lindley/Ben Cryer/Cara Murphy Tel: +44 (0) 20 3100
2000
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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