13 May 2024
FRP ADVISORY GROUP
PLC
("FRP",
the "Group" or the "Company")
Acquisition of Hilton-Baird Group
FRP Advisory Group plc,
a leading national specialist business advisory
firm, is pleased to announce the
acquisition of commercial finance and risk management specialists
Hilton-Baird Group* for a consideration of £7 million plus an
amount for the net assets acquired on completion which we estimate
to be c. £1.4 million and a three-year performance based earn-out
linked to profit in excess of a hurdle (the "Acquisition").
The total consideration is split between cash of c. £5.6 million,
the issue of new ordinary shares worth a value of £2.8 million and
the performance based earn-out.
The Hilton-Baird Group* is based in
Southampton and operates nationally. The business provides
commercial finance and credit insurance brokerage, outsourced risk
and receivables audit, as well as credit management and commercial
debt collection services.
Hilton-Baird clients include
independent lenders, banks, SME and corporate businesses as well as
Insolvency Practitioners from across the UK and Europe. For over 25
years, Hilton-Baird has built trusted relationships with a notable
FRP client group, Asset-Based Lenders (ABLs). As a trusted partner
for many leading ABLs, Hilton-Baird will now be able to add
additional value through its existing service lines by supporting
complementary FRP service pillars, including restructuring advisory
and debt advisory. This is especially relevant in the current
economic climate as many ABL client portfolios experience greater
risk pressures.
The Company will continue to operate
under the Hilton-Baird brand and sit within FRP's Debt Advisory
pillar. Four of the firm's Directors, Alex Hilton-Baird, Evette
Orams, Graham Bird, and Ian Tramaseur will join FRP as Partners,
with the rest of the Hilton-Baird team comprising 36 colleagues
also joining FRP.
For the year to 31 December 2023,
Hilton-Baird's consolidated unaudited revenues were £4.9 million
and unaudited reported EBITDA was £1.3 million. It is expected that
Hilton-Baird's underlying incremental contribution to FRP in the
Group's current financial year ending 30 April 2025 will be revenue
of £5.2 million and adjusted1 EBITDA of £1.4
million.
Geoff Rowley, CEO of FRP Advisory said:
"I
have worked with Alex and the team for over 15 years and know they
share our values. Their reputation in the market is for hard work,
honesty and integrity in providing the highest level of service to
clients. With a track record of over 25 years, they have built an
impressive client base which is testament to the quality of their
team and dynamic business model. We are delighted to welcome new
FRP Partners Alex, Evette, Graham and Ian together with all other
Hilton-Baird colleagues to FRP.
This is our ninth acquisition since admission to AIM in March
2020, demonstrating the continued delivery of our strategy to
generate sustainable profitable growth by combining a focus on
organic growth with acquisitions that meet the Group's selective
criteria. The combination with Hilton-Baird
provides opportunities to support growth across
several of FRP's service pillars and I have no doubt they will make
a strong contribution to the Group, as we continue to grow
profitably."
Alex Hilton-Baird, founder of Hilton-Baird, said:
"We are delighted to join FRP Advisory and are excited to
embark on a shared journey, alongside likeminded professionals, who
share our passion and drive in delivering the best possible
outcomes for clients, colleagues and
shareholders.
Building on the strength of our fantastic team, joining FRP
will enable us to continue to attract and grow the talent necessary
to deliver our market leading brokerage, ABL audit and commercial
debt collection services on a national basis, while continuing to
grow our direct services to SME, corporate and advisory
clients."
2,310,557 new ordinary shares (the "Consideration Shares") are to be
issued as part of the Acquisition with application to be made to
trading on the AIM market of the London Stock Exchange
("Admission"). The Consideration Shares will rank pari passu with
the Company's existing ordinary shares. It is expected that
Admission will become effective and that dealings will commence at
8.00 a.m. on 16 May 2024. Following Admission, the Company will
have 253,687,592 ordinary shares in issue with each ordinary share carrying the right to one vote and no
ordinary shares held in treasury. The above figure may be
used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
*The Hilton-Baird Group acquired
comprises Hilton-Baird Audit and Survey
Limited, Hilton-Baird Collection Services Limited, Hilton-Baird
Financial Solutions Limited, Hilton-Baird Management Services
Limited, Loxbear Advisory Limited and Pitch! Marketing
Limited.
1 Adjusted to reflect Partner compensation under the FRP model,
exceptional costs and share based payment charges arising from
deemed remuneration or share options funded on IPO.
Enquiries:
FRP
Advisory Group plc
Geoff Rowley, CEO
Jeremy French, COO
Gavin Jones, CFO
Enquiries via MHP
Cavendish Capital Markets Limited
(Nominated Adviser and Joint Broker)
Katy Birkin/Stephen Keys/George
Lawson (Corporate Finance)
Tel: +44 (0) 207 220 0500
Investec Bank plc (Joint
Broker)
Carlton Nelson / James Rudd
(Corporate Broking)
Tel: +44 (0) 207 597 4000
MHP
(Financial Public Relations)
Oliver Hughes
Charlie Barker
Catherine Chapman
Tel: +44 (0) 783 462 3818
FRP@mhpgroup.com
Notes to Editors
FRP is a leading national specialist
business advisory firm established in 2010. It offers a range of
advisory services to companies, lenders, investors and other
stakeholders, as well as individuals. These services
include:
· Restructuring advisory: corporate financial advisory, formal
insolvency appointments, informal restructuring advisory, personal
insolvency and general advice to all stakeholders.
· Corporate finance: mergers & acquisitions (M&A),
strategic advisory and valuations, financial due diligence, capital
raising, special situations M&A and partial exits.
· Debt
advisory: raising and refinancing debt, debt amendments and
extensions, restructuring debt, asset based lending and corporate
and leveraged debt advisory.
· Forensic services: forensic investigations, compliance and
risk advisory, dispute services and forensic technology.
· Financial advisory: transaction services including financial
due diligence, lender services, financial modelling, valuations,
pensions and company-side advisory services.