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Proposed Acquisition of Morrison. Greg Fitzgerald – Chief Executive Frank Nelson – Finance Director Andy Sturgess – Managing Director Construction Division Ken Gillespie – Managing Director Construction Services (Morrison). Important Notice.
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Proposed Acquisition of Morrison Greg Fitzgerald – Chief Executive Frank Nelson – Finance DirectorAndy Sturgess – Managing Director Construction DivisionKen Gillespie – Managing Director Construction Services (Morrison)
Important Notice This document and the information contained in it is provided on a confidential basis. The information in this document may constitute price sensitive information and recipients should be aware of the relevant obligations and restrictions under Part V of the Criminal Justice Act 1993 (“CJA”) and on market abuse within the meaning of Part VIII of the Financial Services and Markets Act 2000 (“FSMA”). Recipients of this document should not deal in any securities issued by Galliford Try plc (the “Company”) or encourage another person to do so in circumstances which would contravene the CJA or amount to market abuse under the FSMA. This document is being supplied to you solely for your information and may not be copied, reproduced, distributed, disclosed or published, in whole or in part, to any other person for any purpose whatsoever at any time without the prior written consent of PricewaterhouseCoopers LLP and KBC Peel Hunt Ltd (together the “Advisers”). 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Persons who intend to acquire shares or other commitments in the Company in the proposed placing and open offer (the “Fundraising”) are reminded that any such acquisition may only be made solely on the basis of the information contained in the prospectus published by the Company relating to the Fundraising and its proposed acquisition of the Medway Construction Division (the “Acquisition”) which may be different from the information contained in this document. The shares to be issued have not been nor will be registered under the United States Securities Act of 1933 (the “Securities Act”), or under the securities law of any state of the United States, or under the relevant securities laws of Australia, Canada or Japan. This document is not an offer of ordinary shares in the Company for sale into the United States. 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KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the Financial Services Authority, is acting as corporate broker to the Company in relation to the Fundraising and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of KBC Peel Hunt nor for advising them on any matter in relation to the Fundraising. The Advisers retain the right to request the return or destruction of this document at any time. This notice is to be interpreted and construed in accordance with English law and any claims or disputes arising out of, or in connection with, this notice shall be subject to the exclusive jurisdiction of the English courts. By accepting this document you agree to be bound by the foregoing restrictions.
Excellent strategic fit Morrison will complement existing construction operation Operates in the same core markets with significant presence in infrastructure Services a different client base Operates in different geographic regions Considerable proportion of turnover from public and regulated markets Enlarged group will be able to compete for larger, higher margin projects Proposed Acquisition of Morrison Acquisition Rationale
UK based construction business Focus on infrastructure projects, public and utilities sector Founded in 1948 1400 employees across 10 offices New Management Turnaround situation Proposed Acquisition of Morrison Morrison Construction Services Turnover £’m EBIT £’m • Year End March 04 344 (11.6) • Year End March 05 336 1.3 • Change in business mix has beneficial impact on margins
Long Established Based in Edinburgh Purchasing two Investments plus people DHE Portsmouth project Highland Schools project Good forward pipeline Proposed Acquisition of Morrison Morrison PFI Business
Proposed Acquisition of Morrison Geographic Footprint Offices Scotland England Wales London (Marlow) Wakefield Esher Edinburgh Dundee Matlock Runcorn (MBR) Tonbridge (ETM) Wakefield Swansea Sutton Coldfield Grangemouth Manchester Inverness Aberdeen Business Stream Building Infrastructure Water Frameworks Divisional Principal Offices Subsidiary Offices
In discussions for over 18 months Detailed negotiations commenced December 05 Conditional agreement to acquire Morrison from Avon Total consideration of £41.7m Construction £38.5m Investments £3.2m Deferred payment of £6.6m Contract payments and Highland Schools Valuation on debt free basis No past pension fund liabilities Proposed Acquisition of Morrison Summary of Transaction
Annual cost savings anticipated to be c. £2m per annum One off cost of delivering savings of £1.8m Restructuring of regional offices Improved supply chain management Savings in combining business support functions Additional cross selling opportunities Earnings enhancing in medium term Proposed Acquisition of Morrison Financial Effects & Synergies
Morrison will form part of Galliford Try’s enlarged construction division Ken Gillespie, MD of Morrison, will join Galliford Try Board Construction division split into Building and Infrastructure divisions Andy Sturgess will run Building / Ken Gillespie will run Infrastructure Frank Nelsonwill run the enlarged Investments business Proposed Acquisition of Morrison Integration Plan
Placing and Open Offer to raise gross proceeds of £50m £40m firm placing £10m Open Offer fully to existing shareholders Placing and open offer fully underwritten by KBC Peel Hunt Proposed Acquisition of Morrison Financing
Proceeds will be used to: Fund the cash consideration payable for the acquisition of Morrison Provide additional equity funding to the Group following acquisition of Chartdale Strengthened financial covenant for enlarged group Proposed Acquisition of Morrison Use of Proceeds
Excellent strategic fit Enables Galliford Try to compete for larger, higher margin projects Complements existing operation Strengthens management team Earnings enhancing in the medium term Financed through Placing and Open Offer Proposed Acquisition of Morrison Summary
End of institutional marketing, pricing and allocation 1 March Announcement and dispatch/return of placing letters 2 March Posting of open offer document/acquisition circular to shareholders 7 March Close of open offer 28 March (11.00 am) Placees notified of final allocation and announcement of open offer result 28 March (pm) EGM and cash due from non-DVP payers 30 March Admission, settlement of new shares, cash due from DVP payers 31 March Certificates issued (where applicable) 7 April Proposed Acquisition of Morrison Expected Timetable * All dates subject to change