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Confidential interim announcement regarding the proposed acquisition of Linden Holdings plc. Recipients must adhere to legal obligations and restrictions. Forward-looking statements included.
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Interim Announcement, 6 months to 31 Dec 2006 & Proposed Acquisition of Linden Holdings plc Greg Fitzgerald, Chief Executive Frank Nelson, Finance Director
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Agenda • Interim Results, 6 months to 31 Dec 2006 • Key Highlights • Financial • Operations • Acquisition of Linden Holdings plc • Summary & Outlook
Interim Results – Key Highlights Greg Fitzgerald, Chief Executive
Interim Results - Key Highlights • Record profits and cash levels • Chartdale & Morrison successfully integrated • Industry leading Health, Safety and Environmental performance • Construction order book at £2.3 billion • Housing in-hand position at £212 million • Land bank significantly increased • Excellent platform for growth
Interim Results - Financial Overview Frank Nelson, Finance Director
Interim Results - Financial Overview Highlights for 6 months to 31 December 2006 • Group revenue (including joint ventures) £607m up 63% • Profit before tax • Pre exceptional £20.7m up 48% • Post exceptional £21.6m up 54% • Earnings per share • Pre exceptional 5.3p up 20%* • Post exceptional 5.6p up 27% • Dividend 0.8p up 14% • Net cash £26.6m • Net assets of £128.7m (Dec 2005: £58.2m) * Tax charge allocated to exceptional profit
Interim Results - Financial Overview Profit and Loss (including Joint Ventures)
Interim Results - Financial Overview Segmental Analysis to 31st December 2006 (including Joint Ventures) * Profit from operations
Interim Results - Financial Overview Net Interest payable
Interim Results - Financial Overview Summarised Interim Results - Cash Flow Summary
Interim Results - Operations Greg Fitzgerald, Chief Executive
Interim Results - Operations Building – Key Highlights • Both large PFI schools performing to expectation • 89% of £1.1 billion order book secured on a non competitive basis • Strong performance on LIFT projects – South East Essex preferred bidder • Commercial market successes – Marks & Spencer renewal programme
Interim Results - Operations Building – Forward Order Book * Secured on Non Price Competitive Basis
Interim Results - Operations Building – Summary and Outlook • Strengthening relationships with English Partnerships • Size & balance of order book • Strength of management • Significant cash generation • Strong market conditions
Interim Results - Operations Infrastructure – Key Highlights • Strong performance in Water frameworks • 90% of £1.2 billion order book secured on a non price competitive basis • Work now well under way in Olympic Park Remediation framework • Growing presence in Renewables and Remediation
Interim Results - Operations Infrastructure – Forward Order Book * Secured on Non Price Competitive Basis
Interim Results - Operations Infrastructure – Summary and Outlook • Delivering upper quartile returns • Substantial forward order book with over 90% in frameworks with key clients • Continue to build on our significant presence in key sectors • Buoyant markets with excellent growth prospects
Interim Results - Operations Investments – Key Highlights • Targeting financial close on £100m South East Essex LIFT • Directors valuation shows significant uplift on book value • Increasing proportion of equity invested
Interim Results - Operations Housebuilding – Key Highlights • Completions at record levels • High level of customer satisfaction • Landbank significantly increased • Major successes in affordable housing and regeneration • Strong in-hand position
Interim Results - Operations Housebuilding Key Statistics
Interim Results - Operations Housebuilding – Summary and Outlook • All business units performing well • Affordable housing initiative delivering ahead of plan • Greater visibility going forward • Stable market conditions
Acquisition of Linden Holdings plc Greg Fitzgerald – Chief Executive Frank Nelson – Finance Director
Acquisition of Linden Holdings plc Background and Terms of the Acquisition • Long association with Linden • Withdrew from sale process in September • Achieved exclusivity in early December • Total equity consideration of £108.5 million • Retention of £13 million dependent on planning consents and warranties • Linden debt to be refinanced by extension of banking facilities
Acquisition of Linden Holdings plc Background and Terms of the Acquisition • Attractive terms of acquisition • Ungeared P/E multiple (pre synergy) • Net asset value plus NPV of landbank profits • EV / Gross Asset multiple • Surplus over book value allocated to fair value, goodwill and intangibles
Acquisition of Linden Holdings plc Acquisition Rationale – Strategic Benefits • Transforms Galliford Try into a top 10 listed UK housebuilder • Enlarged house building division – capable of 3,000 units per annum, with potential for further growth • Enhanced operational area – from West Country to Lincolnshire • Linden has a well-recognised brand and is acknowledged as a quality award winning housebuilder • Acquisition of a good quality land bank, comprising some significant and well located sites • Similar culture and sharing of best practice will deliver savings • Critical mass – increased opportunities and competitiveness
Acquisition of Linden Holdings plc Acquisition Rationale – Financial Effects and Synergies • Annual cost savings anticipated to be £2.5 million per annum • One off costs of delivering savings - £1.8 million • No pension issues • Operating margins generated from Linden expected to be in line with Galliford Try’s criteria • Expected to be earnings enhancing in full financial year to 30 June 2008 • Future financial benefits to arise from: • better penetration with landowners • adoption of best practice • better terms for labour and materials
Acquisition of Linden Holdings plc Linden plc Business Overview • Established specialist housebuilder in the south of England • Housebuilder focused on developing brownfield sites - over 95% • Four business units with over 350 people • 4,809 plots* of owned or contracted land (representing 4 years of production at 2006 level of sales) • Further 975 plots* of TAASI land to be developed within 4 years • Controls 835 acres* of strategic land • Financial summary – for year ended Dec 05 (UK GAAP) • Units sold 1,100 (2006: 1,198) • Average selling price £235,000 • Turnover £280m • Operating Margin 9.7% * As at 31 Dec 06
Acquisition of Linden Holdings plc Enhanced Housebuilding Operations Galliford Try housebuilding office locations Linden office locations
Acquisition of Linden Holdings plc Integration Plan • Branding – 3 strong regional brands including Linden • Two housebuilding divisions led by Ian Baker (Galliford Try) and Chris Coates (Linden) • Rigorous review of enlarged group overhead structure • Formation of executive board at group level • Reduce enlarged business exposure to apartment market • Almost all senior staff expected to remain in enlarged group • Integration process not as complicated as Morrison
Acquisition of Linden Holdings plc Summary • Long association with Linden • Highly complementary businesses • Creates a top 10 listed UK housebuilding business with potential for further growth • Enlarged regional business with critical mass, particularly in South East • Significantly enhances the landbank • Strengthens management team • Expected synergy savings of £2.5 million in first full financial year with further future financial benefits • Earnings enhancing in the full financial year to 30 June 2008 • Finance £150 million through placing and open offer
Summary & Outlook Greg Fitzgerald – Chief Executive
Summary & Outlook • All divisions performing to plan • Major focus on affordable housing & regeneration • Top 10 listed contractor and housebuilder • Further strengthened management team • Confidence in full year performance & beyond
Interim Announcement, 6 months to 31 Dec 2006 & Proposed Acquisition of Linden plc Greg Fitzgerald, Chief Executive Frank Nelson, Finance Director