THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA THE REPUBLIC OF IRELAND, JAPAN OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES.
12 October 2015
NAHL Group Plc
("NAHL" or "the Group")
Acquisition of Bush & Company Rehabilitation Ltd
NAHL, the leading UK consumer marketing business focused on the UK legal services market, is pleased to announce that it has conditionally agreed to acquire the entire share capital of Bush & Company Rehabilitation Ltd ("Bush & Company"), a leading UK provider of expert witness, immediate needs assessment and case management services, for a consideration of £25 million payable in cash net of estimated free cash acquired ("the Acquisition").
In addition, the Board has separately announced today a placing of new ordinary shares in NAHL to raise approximately £14.2 million, net of expenses (the "Placing"), the proceeds of which will be used to part fund the cash consideration for the Acquisition with the remainder of the consideration being funded through the Group's existing cash resources and debt facilities.
Highlights
· Proposed acquisition of Bush & Company for a consideration of £25 million payable in cash net of estimated free cash acquired
· Market leading provider of specialist services in the catastrophic injury market
· Bush & Company have a strong track record of profitable growth, good margins and attractive cash flow
· The Acquisition is in line with stated strategy, will be earnings enhancing from 2016 and broadens NAHL's offering to the PI legal services market and moves the Group into higher value critical injury claims
· A placing of 4,115,000 new ordinary shares in NAHL at 355 pence per share to raise a total of £14.2 million net of expenses
· Balance of Acquisition cost to be funded through existing cash resources and debt facilities
Acquisition overview
Bush & Company is the leading UK provider of expert witness, immediate needs assessment and case management services to injured people, solicitors and insurance companies and specialise in catastrophic and serious injury cases.
Bush & Company are specialists in undertaking assessments following accidents resulting in disabilities such as spinal cord injuries, acquired brain injuries, amputation, orthopedic injuries and visual impairment. They also provide assessment and case management services to clients who have conditions arising from medical negligence such as cerebral palsy, erbs palsy, abdominal injuries and orthopedic injuries.
Bush & Company also provide a range of vocational rehabilitation services, including assessment and vocational case management that enable an injured person to address any barriers to returning to work or education.
Bush & Company have enjoyed strong growth in recent years driven by a consistent increase in case numbers. Bush & Company's revenue and adjusted operating profit for the year ended 31 March 2015 were £8.9 million (2014: £7.6 million) and £3.0 million (2014: £2.5 million) respectively. Bush & Company's attributable net assets at the same date amounted to c. £7.0 million which includes an estimated £3.3m of free cash payable to the vendors as part of total consideration.
Opportunity and rationale
The Acquisition is in-line with NAHL's stated strategy of seeking out value accretive acquisitions in legal services markets and follows the highly successful acquisition of Fitzalan Partners in February 2015 which is continuing to perform ahead of the Directors' original expectations.
The Acquisition creates good opportunities for NAHL by providing access to a new market within consumer legal services as well as services to law firms that broadens NAHL's portfolio.
Bush & Company has a business model that the Group can add value to by using its marketing expertise and financial resource to elevate the profile of Bush & Company. The Acquisition also presents a good opportunity to utilise NAHL's expertise in managing panel law firm relationships to broaden and deepen Bush & Company's relationships with their law firm clients.
Bush & Company's market is highly fragmented and there exists potential to develop new sources of business, after investment, which would be expected to deliver further bottom line growth in future years.
The Acquisition is expected to be earnings enhancing in 2016 and thereafter.
Principal terms of the Acquisition
NAHL have agreed to acquire all the issued share capital of Bush & Company for a total cash consideration of around £28.3 million on the basis that the business has free cash of at least £3.3 million at completion. The consideration will be funded from proceeds of the Placing as well as existing cash resources and debt facilities of the Group. Pro forma net debt post the acquisition is expected to be c. £9.7 million.
The acquisition is conditional on the Placing shares admitting to trading on AIM. Completion is anticipated on 14 October 2015.
Bush & Company's existing management team will remain with the business post completion.
Russell Atkinson, CEO of NAHL, commented:
"As we highlighted at the time of our IPO, strategic acquisitions are a key part of our growth strategy and we are delighted with the acquisition of Bush & Company. The acquisition offers NAHL the opportunity to extend its reach into the expert witness, immediate needs assessment and case management services market and utilise its experience and skill set from the PI market to take advantage of the significant growth opportunities already identified.
Bush & Company has a robust operating model and we look forward to the contribution it will make to the wider Group and welcoming the team to NAHL"
Enquiries:
NAHL Group PLC Russell Atkinson (CEO) Steve Dolton (CFO) |
via FTI Consulting Tel: +44 (0) 20 3727 1000 |
Investec Bank plc (NOMAD & Broker) Garry Levin David Flin James Ireland David Anderson William Godfrey |
Tel: +44 (0) 20 7597 5970 |
FTI Consulting (Financial PR) Oliver Winters Alex Beagley James Styles |
Tel: +44 (0) 20 3727 1000 |
Notes to Editors
1. Adjusted operating profit represents report operating for the group adjusted to include an additional cost of £150k per annum pro forma salary of senior management
2. NAHL Group
NAHL is a leading UK consumer marketing business focused on the UK legal services market. The core brand - National Accident Helpline ("NAH") was established in 1993 and since then the Group's business has grown to an industry leading position as an outsourced marketing services provider. As the nation's most searched for and trusted personal injury brand NAH, supported by its Underdog character, attracts around 250,000 consumer contacts per annum. The acquisition of Bush & Company allows the Group to extend its reach into the critical injury support market using its skill set from its NAH business.
More information is available at www.nahlgroupplc.co.uk and www.national-accident-helpline.co.uk.
