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For immediate release
14 December 2015
General Industries PLC
("General Industries", "GI", the "Company", or together with its subsidiaries, the "Group")
Acquisition of Murja Limited, Appointment of Director, Issue of Equity and TVR
General Industries, a company formed to acquire and operate growing businesses in the services sector, is pleased to announce that on 12 December 2015 it had acquired the entire share capital of Murja Limited ("Murja"), a treasury management consultancy authorised and regulated by the Financial Conduct Authority (the "FCA") for £1.2 million (the "Acquisition"). This follows the successful reverse takeover of Altair Consultancy and Advisory Services Limited ("Altair"), a company providing advice to a range of public, charitable and private organisations involved in the provisions of affordable and market rent housing, in August 2015.
The Board has continued to seek out and evaluate complementary acquisition opportunities with particular focus on businesses, which would benefit from a group structure and access to Altair's client base. The Directors believe that following the Acquisition, Altair's clients will benefit from direct access to specialists in the provision of treasury management advisory services, whilst Murja will gain the support of Altair and access to Altair's client base.
The Group is continuing to grow its business organically by recruiting new consultancy staff and adding new disciplines. A part of its business strategy post Acquisition, which gives the Group the capacity to provide wider range of critical services, is to become a one-stop shop of professional support services for its clients.
Jeff Zitron, Chairman of GI said: "GI has a growth strategy to become a 'one-stop shop', able to offer as wide a range of high level professional support services as its housing sector clients require. We are delighted that Murja has agreed to join the Group. With their strong treasury management experience, established client base and sector-wide reputation, the team at Murja will complement the acknowledged strengths of Altair and the Group's business streams."
Richard Murphy, Executive Director of Murja said: "Joining GI gives us additional resource capacity to grow our advisory business. Being part of a group that includes Altair, a leading housing consultancy, will also enable us to broaden the range of services we can offer to both our existing and new clients."
Murja, incorporated in England and Wales with a registered no. 05098211, is authorised and regulated by the Financial Conduct Authority. It was founded by Richard Murphy and Christopher Jack in 2004 and it specialises in providing advice to organisations principally involved in the affordable housing and education sectors in respect of debt and interest rate risk. For the financial year ended 30 April 2015, Murja's turnover was £463k with reported profits before tax of around £256k, net assets, principally cash, were £870k.
Details of the Acquisition, Issue of Equity and TVR
On 12 December 2015 the Company signed the share purchase agreement ("SPA") to acquire the entire issued share capital of Murja from Richard Murphy and Christopher Jack (the "Sellers") for £1.2 million. The Acquisition has been approved by the FCA.
The consideration is to be satisfied by cash payment of £850,000 and issue and allotment of a total of 752,688 new ordinary shares of 5p each in the Company at the price of 46.5p per share, being the mid-market opening price on 10 December 2015, (the "Consideration Shares") with an aggregate value of £350,000. 60,000 Consideration Shares were issued and allotted to each Seller on completion of the SPA with a further 316,344 to be issued and allotted to each Seller within the next three months.
Applications are being made to the UK Listing Authority and the London Stock Exchange for the 120,000 Consideration Shares issued on completion, representing 0.4% of the Company's enlarged issued share capital, to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Admission"). It is expected that Admission will become effective on or around 16 December 2015.
Subject to limited exceptions, the Consideration Shares issued to the Sellers are subject to restrictions whereby they cannot be transferred or disposed of (without the prior written consent of the Board and Beaumont Cornish Limited) until the first anniversary of Admission (and, for a further calendar year thereafter, the Consideration Shares must only be transferred or disposed of in accordance with orderly marketing arrangements).
Following the issue of the initial Consideration Shares, which will rank pari passu with the existing ordinary shares in issue, the total number of ordinary shares in issue with voting rights in the Company is 31,620,000. There are no shares held in treasury.
The above figure of 31,620,000 may therefore be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
In accordance with the SPA, the Directors of Murja, Richard Murphy and Christopher Jack, remain Executive Directors of the regulated subsidiary and Susan Kane and Derek Joseph, directors of GI, join the board of Murja.
Appointment of Director
The Directors of GI are pleased to announce that on completion of the Acquisition Richard Murphy joined the Board of GI as Executive Director.
Richard is an approved person under the Financial Services and Markets Act 2000. Before jointly setting up Murja in 2004, he worked for Prebon Marshall Yamane for nearly 10 years. Prior to that, he worked for a public sector management consultancy and for a major UK clearing bank in a range of positions including corporate lending and the bank's public sector unit. Over the last 10 years he's been jointly developing Murja by providing advice to registered social landlords and public sector entities on private finance arrangements.
Richard John Charles Murphy, aged 57, has held the following directorships and/or partnerships in the previous 5 years:
Following the issue and allotment of 60,000 Consideration Shares on completion, Richard Murphy presently holds 60,000 ordinary shares in the Company, representing 0.2% of the Company's enlarged issued share capital.
There is no further information to be disclosed pursuant to sections LR 9.6.11, LR 9.6.12 or LR 9.6.13 of the Listing Rules, FCA Handbook
Notes to editors:
For further information please visit www.general-industries.co.uk or contact:
General Industries plc
Derek Joseph, Group Finance Director
Tel: 020 7934 0175
Beaumont Cornish Limited, Financial Adviser
Tel: 020 7628 3396
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