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Interim Announcement, 6 months to 31 Dec 2006 & Proposed Acquisition of Linden Holdings plc

Interim Announcement, 6 months to 31 Dec 2006 & Proposed Acquisition of Linden Holdings plc Greg Fitzgerald, Chief Executive Frank Nelson, Finance Director. Disclaimer.

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Interim Announcement, 6 months to 31 Dec 2006 & Proposed Acquisition of Linden Holdings plc

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  1. Interim Announcement, 6 months to 31 Dec 2006 & Proposed Acquisition of Linden Holdings plc Greg Fitzgerald, Chief Executive Frank Nelson, Finance Director

  2. Disclaimer 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”). No responsibility is accepted and no representation, undertaking or warranty, express or implied, is made or given by or on behalf of the Company or the Advisers or any of their subsidiaries or subsidiary undertakings, or their respective directors, members, officers, employees, agents or advisers as to the accuracy, reliability or completeness of the information or opinions contained in this document or any written or oral communication supplied, disclosed or made available to any person in connection with this document or as to the reasonableness of any assumptions on which any of the same is based or the use of any of the same. Accordingly, no liability is accepted by such persons and they will not be liable for any direct, indirect or consequential loss (including without limitation loss of profit) or damage suffered by any person resulting from the use of the information contained in this document, or for any opinions expressed by any such person, or any errors, omissions or misstatements made by any of them. Nothing in this notice excludes any remedy in respect of fraud or fraudulent misrepresentation. In addition none of the above persons should be treated as being under any obligation to update or correct any inaccuracy contained in this document (or omission from it) or be otherwise liable to you or any other person in respect of any such information. This document contains forward-looking statements which involve risks and uncertainties and actual results and developments may differ materially from those expressed or implied by these statements depending on a variety of factors. In addition, this document contains historical information relating to share prices and the yield on shares as well as other historical information. It should be noted that past performance cannot be relied on as a guide for future performance. This document and the information contained in it do not comprise a prospectus or constitute or form part of any offer of, or invitation or inducement to buy, sell or apply or subscribe for, securities nor shall it or any part of it form the basis of or be relied on in connection with any contract, arrangement or commitment whatsoever. 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 Linden Holdings plc (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. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of laws of any such other jurisdiction. This document has not been approved for the purposes of section 21 of FSMA. This document is not intended to be distributed in the United Kingdom other than to persons having professional experience in matters relating to investments for the purpose of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the “FPO”) and high net worth companies, unincorporated associations etc for the purpose of Article 49(2)(a) to (d) of the FPO. This document is only being made available to such persons. If you do not have professional experience in matters relating to investments or are not a high net worth entity you should not read or use this document and you should return it as soon as possible to either of the Advisers. PricewaterhouseCoopers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting exclusively for the Company and for no one else in relation to the Acquisition and the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to clients of PricewaterhouseCoopers LLP or for giving advice in relation to the Acquisition and the Fundraising, or any other matter referred to in this document. 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.

  3. Agenda • Interim Results, 6 months to 31 Dec 2006 • Key Highlights • Financial • Operations • Acquisition of Linden Holdings plc • Summary & Outlook

  4. Interim Results – Key Highlights Greg Fitzgerald, Chief Executive

  5. 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

  6. Interim Results - Financial Overview Frank Nelson, Finance Director

  7. 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

  8. Interim Results - Financial Overview Profit and Loss (including Joint Ventures)

  9. Interim Results - Financial Overview Segmental Analysis to 31st December 2006 (including Joint Ventures) * Profit from operations

  10. Interim Results - Financial Overview Net Interest payable

  11. Interim Results - Financial Overview Summarised Interim Results - Cash Flow Summary

  12. Interim Results - Operations Greg Fitzgerald, Chief Executive

  13. 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

  14. Interim Results - Operations Building – Forward Order Book * Secured on Non Price Competitive Basis

  15. 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

  16. 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

  17. Interim Results - Operations Infrastructure – Forward Order Book * Secured on Non Price Competitive Basis

  18. 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

  19. 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

  20. 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

  21. Interim Results - Operations Housebuilding Key Statistics

  22. 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

  23. Acquisition of Linden Holdings plc Greg Fitzgerald – Chief Executive Frank Nelson – Finance Director

  24. 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

  25. 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

  26. 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

  27. 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

  28. 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

  29. Acquisition of Linden Holdings plc Enhanced Housebuilding Operations Galliford Try housebuilding office locations Linden office locations

  30. 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

  31. 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

  32. Summary & Outlook Greg Fitzgerald – Chief Executive

  33. 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

  34. Interim Announcement, 6 months to 31 Dec 2006 & Proposed Acquisition of Linden plc Greg Fitzgerald, Chief Executive Frank Nelson, Finance Director

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