RNS Number:9082J
Baqus Group PLC
14 December 2007
FOR RELEASE 7.00 14 DECEMBER
BAQUS GROUP PLC
("Baqus")
Placing of 17,500,000 new Ordinary Shares and 645,000 Vendor Shares at 10p per share
and
Admission to trading on AIM
Nominated Adviser and Broker
Seymour Pierce Limited
Highlights
Funding
* Placing to raise �1.75 million at 10p per share
* Market capitalisation on admission of �11.25 million at the Placing
Price
Overview
* A Quantity Surveying Group offering construction cost consultancy,
project management and building surveying services
* Offices in Canterbury, Chichester, Lichfield, Liverpool, London,
Manchester, Oxford, Poole, St Albans and Winchester
* Over 70 Quantity Surveyors / Building Surveyors
* Objective is to be a key consolidator in the quantity surveying market
* Comprises three founding firms: Boxall Sayer, Fletcher McNeill, and
Denley King
* Aiming to expand through acquisitive and organic growth activity
* UK market estimated to be worth �1.3 billion
Quantity Surveying Market
* Highly fragmented market ripe for consolidation, dominated by a few
major players such as Atkins, Cyril Sweett, Davis Langdon, EC Harris
* Growing demand for quantity surveyors nationally over the last decade
* Construction sector forecasted to grow steadily due to:
* London Olympics
* Private and public sector increasingly requiring quantity surveying
services
*�27 billion to be spent on schools over the next five years
*The Government plans to build 3 million affordable homes by 2020
Key Investment Attractions
* Defensive qualities
* Steady, profitable earnings streams
* Strong order books
* Scope for streamlining through office rationalisation with resulting
cost savings
* Regional network brings greater efficiency
* Greater scale and national footprints increases eligibility for
larger contracts
* Cash generative with intention to pay dividends
* Scope for growth, especially through acquisitions as a key
consolidator in a fragmented market
Roger Knowles, the Chairman, commented:
"I am delighted by the successful fund raising which provided us with the
resources to continue our expansion and become a major force in the growing
market for quantity surveying and building consultancy services.
We are already in discussions with a number of other consultancies with a view
to them becoming part of the Baqus Group and I look forward to reporting on our
progress in the coming months.
I would like to welcome our new institutional shareholders and thank them for
their confidence in us."
Contact:
Baqus Group plc
Roger Knowles (Chairman) 07712 134 999
Patrick Lineen (Finance Director) 07818 034 452
Clive Sayer (Chief Executive) 07967 132221
Seymour Pierce (Nominated Adviser and Broker)
Mark Percy 020 7107 8000
Dru Edmonstone 020 7107 8000
Cubitt Consulting (Financial Public Relations Advisers)
Brian Coleman-Smith 020 7367 5100
James Verstringhe Mobile: 07970 544 991
PLACING STATISTICS
Placing Price 10p
Number of Ordinary Shares in issue prior to the Acquisition
and Placing 1,000,000
Number of Ordinary Shares in issue prior to the Placing (but
following the Acquisition) 95,000,000
Number of Placing Shares being placed on behalf of the
Company 17,500,000
Number of Vendor Shares being placed on behalf of the Vendors 645,000
Percentage of the Enlarged Share Capital subject to the
Placing 16.1%
Number of Ordinary Shares in issue immediately following
Admission 112,500,000
Market capitalisation of the Company at the Placing Price �11.25 million
Estimated net proceeds receivable by the Company pursuant to
the Placing after expenses (excluding VAT) �1.25 million
International Security Identification Number (ISIN) GB00B29PX007
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2007
Issue of, and dealings commence in, the Ordinary Shares on AIM 14 December
Expected date of delivery of Ordinary Shares into CREST accounts 14 December
Definitive share certificates dispatched in respect of the
Placing Shares (where applicable) by 31 December
BAQUS GROUP PLC
("Baqus")
Placing of 17,500,000 new Ordinary Shares and 645,000 Vendor Shares at 10p per share
and
Admission to trading on AIM
Nominated Adviser and Broker
Seymour Pierce Limited
Introduction
BAQUS is a newly incorporated company established to build a national Quantity
Surveying group offering construction cost consultancy, project management and
building surveying services. BAQUS will actively pursue selective acquisitions
of practices that meet its investment criteria and, once acquired will seek to
further develop those practices to produce strong organic growth.
BAQUS has, conditional on Admission, agreed terms to acquire the first three
such practices - Boxall Sayer, Denley King and Fletcher McNeill. The Directors
believe that the acquisition of these three established and profitable
businesses will provide an excellent platform from which to further develop the
Group and offer a strong presence in a number of cities and regions across the
country.
From Admission, the Group will provide a broad range of services and expertise
including:
* Procurement advice;
* Estimating construction costs;
* Preparing tender enquiry documents;
* Project management;
* Monitoring costs during construction;
* Certifying interim payments;
* Building surveys and surveying consultancy services; and
* Health and safety design/management co-ordination.
The Directors estimate that the market which the Group will target is worth
approximately �1 .3 billion per annum in the UK and is predicted to grow to
approximately �1.4 billion by 2009 (source: Market and Business Development
Limited, 2004) with events such as the London Olympics in 2012, �28 billion to
be spent on schools over the next 5 years and the Government's drive to provide
3 million new homes by 2020.
Furthermore, the Directors believe that the Quantity Surveying market is highly
fragmented with only a few national groups, thereby providing significant
acquisition opportunities for BAQUS to become a leading consolidator in the
market.
From Admission the Group will have 95 employees and consultants including 56
Quantity Surveyors across 12 locations in England.
Current Business
From Admission BAQUS will comprise three established practices, being Boxall
Sayer, Denley King and
Fletcher McNeill with offices in Canterbury, Chichester, Lichfield, Liverpool,
London, Manchester, Oxford, Poole, St Albans and Winchester. The Target
Companies currently generate approximately 52 per cent. of their turnover from
the public sector and approximately 48 per cent. of their turnover from the
private sector:
Split by Business Sector
Residential 3.73%
Health 16.92%
Education 8.61%
Commercial 7.71%
Leisure 36.92%
Social Housing (Housing Association) 16.70%
Local Authority 2.63%
Government 4.20%
Other 2.58%
The Group will principally provide Quantity Surveying, Project Management and
Building Surveying services including:
* Procurement advice - advice on which is the preferred contractual type of
procurement for each construction project; for example, design and build,
traditional construction, partnering approach or management contracting;
* Estimating construction costs - estimating how much a construction project
will cost to build, based on matters such as the client's specification
and architects/engineers' drawings;
* Preparing tender enquiry documents - drafting tender documents to be sent
to contractors so that they can bid for a specific construction project;
* Project management - managing all parties to a construction project so
that it is delivered on time and within budget;
* Monitoring costs during construction - monitoring, inter alia, interim
payments to contractors and physical progress on site to ensure that
costs are being incurred and progress made in line with budget;
* Certifying interim payments - agreeing the value of work done with
contractors during the life of a project so that the correct amount
of money is paid as an interim payment at each stage;
* Building surveys and surveying consultancy services - surveying completed
buildings for defects in construction work or the design of a building; and
* Health and safety design/management co-ordination services - setting up
procedures and monitoring performance to ensure that there is adequate
health and safety protection on a construction project.
Turnover by type of work
(for the year ended 30 June 2007)
Quantity surveying 57.91%
Building Surveying 6.43%
Project and construction management 6.10%
Project co-ordination 19.91%
Employers' agent 2.19%
Planning supervisor 4.46%
Others 3.00%
Information on Target Companies
Boxall Sayer
Boxall Sayer provides a wide range of construction consultancy, surveying and
project management services to assist clients with new-build, refurbishment and
maintenance projects in the construction industry.
Tracing its history back to the 19 Century, Boxall Sayer's principal clients
operate predominately in the health, education, housing, public buildings,
leisure, commercial and conservation sectors. Work is undertaken for the
Government, Local Authorities, NHS Trusts, Housing Associations, public and
private companies such as Lloyds TSB, Clydesdale Bank and Martlet Homes,
colleges, universities and voluntary bodies.
Boxall Sayer's main operating centre is its head office at Chichester and has
branches in St Albans, London and Manchester. Boxall Sayer is registered with
the Royal Institution of Chartered Surveyors.
Boxall Sayer currently has 40 employees and consultants.
Denley King
Denley King, founded in 1946, is a construction consultant providing building
contract procurement and cost management services for many local, national and
international clients.
Based in Poole, Denley King also has three further offices in Winchester,
Canterbury and London. It has also undertaken overseas work. Denley King is
registered with the Royal Institution of Chartered Surveyors.
Denley King provides a comprehensive range of services including:
* Project management and co-ordination;
* Contract administration and employers' agent;
* Construction cost planning and control;
* Building alterations - refurbishment and maintenance; and
* Construction health and safety.
Denley King has a diverse client base and has been involved in a wide range of
projects, both within the UK and abroad. For example, it was involved in
Barclays Bank's construction of their multi-million pound regional headquarters
building in Poole and it has achieved 'Gold Medal' consultant status with the
Royal Mail for the past four years. Denley King has also become an approved
consultant for many Local Authorities and other Government bodies with a focus
on social housing work.
The Denley King Partnership serviced certain contracts and undertook certain
services until 5 July 2007 when the Denley King Partnership ceased receiving
appointments. Pursuant to agreements between Denley King and the Denley King
Partnership, certain assets (including goodwill and work-in-progress) and
certain liabilities were transferred to Denley King. Further details are set out
in the admission document.
Denley King currently has 25 employees and consultants.
Fletcher McNeill
Fletcher McNeill was incorporated in 1986 and provides quantity surveying and
other associated services. Fletcher McNeill is based in Liverpool and also
operates from locations in Manchester, Oxford and Lichfield, West Midlands.
Fletcher McNeill acts as construction consultants and provides a range of
services including cost control and audit services, project management and
health and safety co-ordination. Fletcher McNeill is registered with the Royal
Institution of Chartered Surveyors.
Whilst Fletcher McNeill has a broad spread of clients and services, it has
developed a particular expertise in the leisure sector, particularly budget
hotels, pubs and bar groups. Its clients include Whitbread, The Tussauds Group,
Travelodge, Spirit Group and JD Wetherspoons.
Fletcher McNeill currently has 30 employees and consultants.
Market Overview and Competition
Over the years, Quantity Surveyor firms have had to extend the range of their
services to include Project Management, Building Surveying, CDM Coordinator,
Access Consultancy and Facilities Management. This broadening of services also
enabled Quantity Surveyor firms to develop new commercial opportunities with
contractors and other advisory and consulting firms.
More recently the construction industry has seen a significant upturn in demand
across both the private and public sectors. The Directors believe that the
construction industry will continue to enjoy significant growth, driven by the
strength of the wider economy and large projects such as the London Olympics in
2012, London's Crossrail Link, M25 improvement and Heathrow's Terminal 5.
In addition to the new build schemes already underway it has been reported that
a number of public facilities are in a poor state of repair and that the
Government should work more closely with the construction industry to ensure
effective delivery of its programme:
* Schools: the repair and backlog on school buildings remains substantial at
�8 billion and the Building Schools for the Future scheme is behind schedule
(source: AMA Education Construction Market Report UK, 2007 and Construction
Products Association Report, 2006);
* Housing: the Government has promised to deliver 75,000 new social homes in
its 3 year programme but has built just 18,300 in the first year (source:
Construction Products Association Report, 2006). On current trends the long
term target to bring social housing to Decent Homes standard by 2010 will
be missed;
* Healthcare: although 65 new hospitals and 500 primary care centres have
been delivered, a �3.7 billion backlog of disrepair remains (source:
Construction Products Association Report, 2006);
* Roads: halfway through the Government's 10 year programme, only 16 of the
70 planned local road bypasses and 29 of the 130 other major local road
schemes are either completed or under construction (source: Construction
Products Association Report, 2006);
* Rail: the Government and Network Rail need to develop a long term programme
to enhance the capacity of the rail network including high speed lines
(source: Construction Products Association Report, 2006); and
* Water: water and sewerage companies are falling behind targets set by OFWAT
in its industry investment plan for 2005-2010 (source: Construction
Products Association Report, 2006).
The Quantity Surveyor industry is client driven and the Directors believe that
these clients are increasingly seeking larger firms for larger projects. In
addition, long term framework agreements are becoming more prevalent in the
building industry for procuring professional services such as those offered by
the Group.
There is a considerable shortfall in the number of qualified Quantity Surveyors
in the UK. This shortfall has accentuated the requirement for firms to offer
attractive and challenging work environments in order to retain staff. The
Directors believe that Admission will raise the profile and status of the
Company both within its target markets and the industry and therefore assist in
recruiting, retaining and incentivising key employees.
In October 2007 Building Magazine published their annual league table which
showed the top 100 Quantity Surveying practices in the UK. The top ten firms
accounted for approximately 56 per cent. of the total surveying staff with the
balance of 44 per cent. of surveying staff employed by the other 90 firms.
Boxall Sayer, Denley King and Fletcher McNeill came 72, 71 and 73 respectively
in this survey. Had the Group been in existence at the time of the survey, the
Directors believe it would have been the 34th largest firm. Most of the firms
identified by Building Magazine were private companies or partnerships.
Acquisition Strategy
BAQUS will seek to acquire medium sized niche firms which provide Quantity
Surveying and other complementary services, and in particular firms which
provide access to new sectors or expand the Group's geographic coverage. The
Directors believe that BAQUS will particularly appeal to entrepreneurial firms
who wish to retain their own culture whilst seeking the benefits of a larger
group with national coverage. It is anticipated that the opportunity for
employees of those firms to participate in share ownership in a public entity
will be attractive and assist in retaining key employees.
Furthermore, the Directors believe that clients are increasingly seeking to
mandate larger quantity surveyor firms for large projects or long term framework
agreements, particularly in the public sector. The Directors believe that
members of the Group will be better placed to participate in larger or national
contracts which otherwise they would be unable to tender for.
Whilst the key driver for any acquisition is unlikely to be cost synergies, as
the Group develops there will be opportunity to centralise certain services and
undertake office rationalisation.
BAQUS is currently looking at two further potential acquisitions which fit its
investment criteria.
Current Trading and Prospects
The Target Companies continue to trade profitably and are forecasting continued
growth with strong order books worth, in aggregate, �7.85 million. As outlined
above in the section entitled "Market Overview and Competition", the Directors
believe that prospects for the Quantity Surveying industry remain attractive. In
particular, recent press comment has suggested that the budget hotel sector in
the UK is predicted to grow by a further 50 per cent. over the next five years.
The Directors believe that Fletcher McNeill is well placed to exploit this
opportunity.
As detailed above in the section entitled "Acquisition Strategy", the Directors
will actively seek complementary acquisitions to further develop the Group.
Furthermore, the combination of Boxall Sayer, Denley King and Fletcher McNeill
also gives scope to more effectively utilise skills and resources within each
practice which the Directors believe will assist the Group to achieve further
organic growth.
Summary Financial Information
Set out below is a summary of the pro-forma unaudited financial record of the
Group for the three years to 30 June 2007 which has been extracted without
material adjustment from the Accountants' Reports on Boxall Sayer, Denley King
Partnership, Denley King and Fletcher McNeill set out in the admission document.
Where accounting reference dates are not coterminous with the 30 June year end
for BAQUS, the financial information has been time apportioned:
12 months to 12 months to 12 months to
30 June 2005 30 June 2006 30 June 2007
Combined �'000 �'000 �'000
Revenue 6,252 6,530 7,010
Cost of sales (3,330) (3,563) (3,755)
Administrative expenses (1,693) (1,902) (2,089)
------- ------- -------
--------- --------- --------
Operating profit 1,229 1,065 1,166
Net interest 5 6 14
------- ------- -------
--------- --------- --------
Profit before taxation 1,234 1,071 1,180
--------- --------- --------
Key Customers
Whilst no individual customer would represent more than 10 per cent. of the
combined pro-forma unaudited turnover for the twelve months to 30 June 2007,
each of the Target Companies has some key customers which include Whipps Cross
University Hospital, West Hertfordshire Community Health NHS Trust, Raglan
Housing Association, Arts Institute Bournemouth, Whitbread plc, Travelodge, JD
Wetherspoon and Spirit Group.
Details of the Acquisition
The Company has agreed, conditional on, inter alia, Admission, to acquire the
entire issued share capital of each of the Target Companies. The consideration
for the Acquisition will be the issue upon Admission of 90,637,000 Ordinary
Shares to the existing shareholders of each of the Target Companies, apportioned
as follows (together with cash which will be loaned back to the Company in
exchange for the issue of Loan Stock):
Boxall Sayer shareholders 35,982,889 Ordinary Shares;
Denley King shareholders 22,450,785 Ordinary Shares; and
Fletcher McNeill shareholders 32,203,326 Ordinary Shares.
Further details on the terms of the Acquisition are set out in the admission
document.
Details of the Placing
The Company is proposing to raise �1 .25 million (net of expenses) pursuant to
the Placing.
The Placing Shares and Vendor Shares will represent on aggregate 16.1 per cent.
of the Enlarged Share Capital. On Admission, taking the Placing Price as each
Ordinary Share's value, the Company will have a market capitalisation of �11.25
million. The Placing Shares and Vendor Shares will rank pari passu with the
existing Ordinary Shares, including the right to all dividends and other
distributions declared, paid or made after the date of issue.
Seymour Pierce has agreed, pursuant to the Placing Agreement, to use its
reasonable endeavours to place the Placing Shares and Vendor Shares at the
Placing Price with institutions and other investors. The obligations of Seymour
Pierce under the Placing Agreement are conditional upon, inter alia, Admission
taking place by 8.00 am on 14 December 2007 (or such later date as the Company
and Seymour Pierce shall agree being not later than 8.00 am on 31 December 2007)
and the Placing Agreement not being terminated in accordance with its terms. The
Placing is not being underwritten.
Roger Knowles, Chairman, has subscribed for 500,000 Placing Shares pursuant to
the Placing.
Use of Proceeds and Reasons for Admission to AIM
The Directors intend to use the net proceeds of the Placing primarily as
additional working capital and to fund the expansion of the Group as outlined
above. With the balance sheet strengthened as a result of the Placing, the
Company should be able to take full advantage of having an acquisition currency,
in the form of AIM quoted securities, to enable it to finance in whole or in
part its expansion plans.
Further, the Directors believe that Admission will raise the profile and status
of the Group within its target markets and within the industry as well as
assisting in recruiting, retaining and incentivising key employees.
Dividend Policy
The Company has not paid any dividends on the Ordinary Shares since
incorporation.
The Directors expect, in the absence of unforeseen circumstances, to pay a
dividend in respect of each financial year that provides an attractive return on
investment whilst at the same time taking into account the Group's
profitability, underlying growth and distributable reserves, the need to retain
sufficient funds to finance the development of the Group's business and
maintaining an appropriate level of dividend cover. It is intended that the
split of the interim to final dividend to be in proportion of one-third/
two-thirds.
The Directors intend (subject to the above) to declare a maiden dividend on or
around the publication of the interim results for the six months to 31 December
2007. The Directors intend to adopt a progressive dividend policy that is
appropriate to the Company's financial performance.
Directors, Senior Management, Consultants and Employees
The biographical details of the Directors and senior management of the Company
are set out below:
Directors
Roger Knowles, FRICS, FQSi, FCIArb, Barrister, aged 70, (Non Executive Chairman)
Roger is a well known figure in the construction industry. He commenced his
working life as a Quantity Surveyor in private practice where he qualified as a
Chartered Surveyor and spent the early part of his career. Having a great
interest in dispute resolution he qualified as a Barrister and set up his own
company; James R Knowles Limited, offering dispute resolution services to the
construction and engineering industries. The company grew steadily and became a
world player. In 1998 the company (James R Knowles (Holdings) plc) floated on
the AIM market with Roger taking up the positions of CEO and chairman. He
relinquished the CEO role in 2002 and remained as chairman until selling his
interest in 2006.
Roger is president of Quantity Surveyors International and an external examiner
at John Moores University. Clive Sayer, BSc(Hons) MSc(Arch) CEnv FRICS MCIOB
MAPM MaPS, aged 55, (Chief Executive Officer)
Clive completed his Quantity Surveying training in the family business of Alex
Sayer and Partners in the 1970s following completion of a Surveying BSc at
University of Reading and a Masters Degree at Bartlett School of Architecture,
UCL. He managed that firm's expansion, including its move into related services
of project management and building surveying during the 1980s. In 2000 he was
instrumental in the merger of Alex Sayer and Partners with Boxall Davenport
Limited to create Boxall Sayer. In 2005 he instigated the acquisition of the
business of Ash Preston Limited, a central London based Quantity Surveyor.
Patrick Lineen, MA, FCA, aged 52, (Finance Director - Non-Executive)
Patrick qualified as a Chartered Accountant with Price Waterhouse in 1982 before
joining Short Brothers in Belfast as financial controller. In 1986 Patrick
joined James R Knowles Limited where he was responsible for group-wide financial
control functions and the wider day-to-day management of that group. Patrick
resigned from James R Knowles (Holdings) plc in December 2002 and has since set
up his own accountancy practice and advises a small portfolio of private
clients.
Graham Williams, ABEng MaPS, aged 52, (Executive Director)
Graham trained as a Quantity Surveyor with Denley King and John Laing
Construction in the 1970's. He became a director of Denley King in 1995 and is
responsible for the management of the Winchester office which has provided a
full range of Quantity Surveying, Building Surveying, Employers Agent, Project
Co-ordination Services and Health and Safety (CDM) services to many sectors of
the industry. During the last 15 years he has specialised in the Affordable
Housing sector and advised on partnering and Government supported demonstration
projects. Graham has been instrumental in Denley King's expansion in recent
years into London, the South East and abroad as well as widening the range of
services offered by Denley King to include BRE Eco Assessments and Expert
Advisory Services.
Robert McNeill, FRICS, MCIArb, MaPS, aged 54, (Executive Director)
Rob qualified as a Chartered Surveyor in 1978 before establishing Fletcher
McNeill in 1986. He has been instrumental in developing Fletcher McNeill into a
sustainable and profitable firm focused on the leisure sector. He has overseen
the opening of regional offices and supervised the implementation of the diverse
range of services that Fletcher McNeill now provides.
Norman Cave, BSc CEng MIET, aged 62, (Non Executive Director)
Norman qualified as a Chartered Engineer with Cutler Hammer (latterly Eaton Yale
Corporation) in 1976. He joined the Dowty Group plc in 1980 working in various
sales and marketing positions before becoming a director and general manager of
Dowty Circuits Limited in 1984. In 1989 Norman moved to The Morgan Crucible
Company plc ("Morgan Crucible") and was appointed managing director of a number
of electronic businesses before becoming chief executive of Emblem Technology
Plc in 1994, a wholly-owned subsidiary of Morgan Crucible. Since leaving Morgan
Crucible in 2000 Norman has set up his own consultancy and, in 2003, was
appointed chairman of The Farplants Group Limited.
Senior Management
The Board will be supported by the following senior management: Sydney Marsden,
MRICS, aged 56, (Director, Fletcher McNeill)
Syd qualified as a Chartered Surveyor with Tetley Walker Limited, a subsidiary
of Allied Domecq plc in 1977. In 1984 he joined Fletcher McNeill and now has
over 35 years experience in the leisure sector. He is responsible for the
professional standards of Fletcher McNeill.
Paul Hurford, FRICS ACIArb MAPM(CPM), aged 54, (Managing Director, Boxall Sayer)
Paul started his career in 1974 as an assistant Quantity Surveyor with Reynolds
& Young, principally focused on major public sector developments. In 1981 he
joined Arthur Boxall & Partners (now Boxall Sayer) as a senior surveyor,
responsible for public and private sector projects including education and
health. He became a director in 2000 and has responsibility for PFI projects in
healthcare and education. Paul is the sole Quantity Surveyor representative on
the RICS Sustainability Group.
James West, FRICS, aged 59, (Director, Denley King)
Jim trained as a Quantity Surveyor with Cyril Sweett, qualifying in 1971.
Joining Denley King in 1972, he was invited to become a partner/director in 1995
for which he has been jointly responsible for the management of the Poole
office. For more than 15 years he has specialised in the project management of
design-and-build contracts. Much of this experience relates to the provision of
affordable housing on a partnered basis and he also provides services as a
Partnering Advisor. During his time with Denley King Jim spent a number of years
in Dubai, Jordan and Saudi Arabia being responsible for Denley King's overseas
projects.
Peter Wakefield, aged 51, (Company Secretary, Denley King)
Peter trained with Malpas Simmons, a firm of Certified Accountants, before
moving into the commercial sector where he gained experience in the engineering,
timber merchant, retail, service and estate agency sectors as company secretary
and financial controller, before joining Denley King in April 2006.
Employees
As at 12 December 2007, the Target Companies (in aggregate) employ 95 employees
and consultants. The split of employees (excluding consultants) by area of
activity and geographical location is as follows:
Firm/Location Professional Support
Services
Boxal Sayer 17 4
Chichester
St Albans 8 2
London 3 1
Manchester 1 -
Denley King 8 4
Poole
Winchester 7 2
London 1 1
Canterbury 1 -
Fletcher McNeill 8 3
Liverpool
Manchester 9 3
Oxford 2 1
Lichfield 3 1
--- ---
---------- ------
Totals: 68 22
---------- ------
Source: Management information
DEFINITIONS
The following definitions apply throughout this document, unless the context
requires otherwise:
"2006 Companies Act" the Companies Act 2006
"Acquisition" the acquisition of the entire issued share capital of
each of Denley King, Boxall Sayer and Fletcher McNeill
pursuant to the Acquisition Agreements as described in
the admission document
"Acquisition Agreements" the conditional acquisition agreements between the
Company and separately each of the shareholders of
Denley King, Boxall Sayer and Fletcher McNeill relating
to the Acquisition, a summary of the principal terms
and conditions of which is set out in paragraph 11 of
Part IV of the admission document
"Act" the Companies Act 1985, as amended
"Acts" the Act and the 2006 Companies Act
"Admission" admission of the issued and to be issued Ordinary
Shares to trading on AIM becoming effective in
accordance with the AIM Rules
"AIM" the AIM market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies issued by the London Stock
Exchange
"Articles" the articles of association of the Company
"Audit Committee" the audit committee of the Company
"Board" the board of directors of the Company
"Boxall Sayer" Boxall Sayer Limited, a company incorporated in England
and Wales with registered number 2644283
"City Code" The City code on Takeovers and Mergers
"Committee" a duly constituted committee of the Board at which a
quorum is present (the committee may include members of
the Board delegated with the authority to consider the
remuneration of directors and employees of the Group)
"Company" or "BAQUS" BAQUS Group plc, a company incorporated in England and
Wales with registered number 6013357
"CREST" the computerised settlement to facilitate the transfer
of title to shares in uncertificated form operated by
Euroclear UK & Ireland Limited
"Denley King" Denley King Construction Consultants Limited, a company
incorporated in England and Wales with registered
number 2263844
"Denley King the partnership of that name carried by Thomas Denley,
Partnership" James West and Graham Williams
"Directors" the directors of the Company whose names are set out on
page 4 of this document
"DTRs" Disclosure and Transparency Rules issued by the FSA
"Enlarged Share Capital" the issued share capital of the Company immediately
following Admission
"EMI Option" a share option granted in accordance with sections
527-541 and Schedule 5 of the Income Tax (Earnings and
Pensions) Act 2003 and Part 4 of Schedule 7D of the
Taxation of Chargeable Gains Act 1992
"Fletcher McNeill" Fletcher McNeill & Partners Limited, a company
incorporated in England and Wales with registered
number 2075436
"FSA" Financial Services Authority of the United Kingdom
"FSMA" the Financial Services and Markets Act 2000, as amended
"Group" or "BAQUS Group" the Company and its subsidiary undertakings following
completion of the Acquisition
"HMRC" Her Majesty's Revenue and Customs
"IAS" International Accounting Standards
"IFRS" International Financial Reporting Standards
"Loan Stock Instrument" the loan stock instrument proposed by the Company to
create and constitute �1,551,220 nominal value of
Floating Rate Loan Stock 2008, a summary of the
principal terms and conditions of which is set out in
the admission document
"Loan Stock" the Floating Rate Loan Stock 2008 created and
constituted by the Loan Stock Instrument as described
in the admission document
"London Stock Exchange" London Stock Exchange plc
"Nomination Committee" the nomination committee of the Company
"Official List" the Official List of the UKLA
"Ordinary Shares" ordinary shares of 5p each in the capital of the
Company
"p" pence
"Placing" the conditional placing by Seymour Pierce on behalf of
the Company of the Placing Shares with institutional
and other investors at the Placing Price pursuant to
the terms and conditions of the Placing Agreement as
described in this document
"Placing Agreement" the conditional agreement dated - 2007 between the
Company, Seymour Pierce and the Directors relating to
the Placing, a summary of the principal terms and
conditions of which is set out in paragraph 11.1 of
Part IV of the admission document
"Placing Price" 10 pence per Placing Share
"Placing Shares" the 17,500,000 new Ordinary Shares to be issued by the
Company pursuant to the Placing
"Prospectus Rules" the Prospectus Rules published by the FSA from time to
time
"�" pounds sterling
"Registrars" Capita Registrars
"Remuneration Committee" the remuneration committee of the Company
"Seymour Pierce" Seymour Pierce Limited
"SAYE Share Scheme" a savings-related scheme which provides for the grant
of share options which is approved by HM Revenue &
Customs under Schedule 3 of the Income Tax (Earnings
and Pensions) Act 2003
"Shareholder" a holder of Ordinary Shares
"Share Option Schemes" the EMI Options to be granted by the Company in
accordance with paragraph 13.1 of the admission
document and the SAYE Share Scheme of the Company, a
summary of the principal provisions of which are set
out in paragraph 13.2 of the admission document
"subsidiary", have the meanings respectively ascribed to such terms
"subsidiary by the 2006 Companies Act
undertaking",
"associated undertaking"
and "undertaking"
"Target Companies together, Denley King, Boxall Sayer and Fletcher
McNeill
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UKLA" United Kingdom Listing Authority, being the Financial
Services Authority acting as competent authority for
the purposes of Part VI of the FSMA
"UK GAAP" United Kingdom generally accepted accounting principles
"uncertificated" or "in recorded on the relevant register of the share or
uncertificated form" security concerned as being held in uncertificated form
in CREST and title to which may be transferred by means
of CREST
"Vendors" Graham Williams, James West and Thomas Denley
"Vendor Shares" the 645,000 of the Ordinary Shares to be issued to the
Vendors upon completion of the Acquisition of Denley
King and immediately sold by the Vendors pursuant to
the Placing
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKNKKFBDDABD
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