Placing and AIM Listing
01 August 2003 - 9:00AM
UK Regulatory
RNS Number:2153O
Tellings Golden Miller Group PLC
01 August 2003
TELLINGS GOLDEN MILLER GROUP PLC
("Tellings Golden Miller", "the Company", or "the Group")
Placing of 5,843,184 Ordinary Shares at 70p per share
and flotation on the Alternative Investment Market ("AIM")
Tellings Golden Miller is a London-based bus and coach operator, providing local
bus services in South West London and Surrey and luxury coach hire in Great
Britain and Europe. The Group currently operates 13 bus routes for Transport for
London ("TfL") in South West London and 20 routes in Surrey for Surrey County
Council ("SCC").
*The Placing will raise #2.0m of additional capital (before expenses) for
the Group, which will be used to fund acquisitions of businesses and new
depots
*Current shareholders are selling 2,986,041 shares at the Placing Price
and a total of 2,857,143 new Ordinary Shares are being sold on behalf of the
Company.
*On listing, the market capitalisation of Tellings Golden Miller will be
#15.3m
*Dealings in the Group's shares on AIM begin today (1 August, 2003)
*In the year ended 31 December 2002, the Group achieved an operating
profit of #2.12m (2001: #1.06m) on turnover of #21.31m (2001: #15.79m)
*City Financial Associates is the Group's Nominated Adviser and broker to
the Placing. Oriel Securities has been appointed broker to the Company
Stephen Telling, Chairman & Chief Executive, comments:
"I am delighted by the enthusiastic response of investors to our flotation.
Having established a steady track record of profitable growth over recent years,
we now have the resources to accelerate the pace of our expansion through the
many acquisition opportunities that are open to us."
1 August 2003
ENQUIRIES:
Tellings Golden Miller Group plc Tel: 020 8755 7050
Stephen Telling, Chairman
City Financial Associates Tel: 020 7090 7800
Tony Rawlinson
College Hill Tel: 020 7457 2020
Gareth David gareth.david@collegehill.com
Crawford Burden crawford.burden@collegehill.com
PLACING STATISTICS
Placing Price 70p
Number of Ordinary Shares in issue prior to the Placing 19,014,284
Number of New Ordinary Shares being placed on behalf of the 2,857,143
Company
Number of Sale Shares being sold pursuant to the Placing 2,986,041
Total number of Ordinary Shares in issue on Admission 21,871,427
Percentage of Enlarged Share Capital the subject of the Placing 26.7%
Estimated net proceeds of the Placing receivable by the Company #1.5m
Market capitalisation on Admission at the Placing Price #15.3m
Group Overview
The Group provides local bus services in South West London and Surrey and luxury
coach hire in Great Britain and Europe. The Group operates principally through
two wholly owned subsidiary companies, Tellings Golden Miller Buses Limited and
Tellings Golden Miller Coaches Limited. In the year ended 31 December 2002
approximately two thirds of turnover derived from bus operations and the
remainder from coach services.
Background
The business has its origins in 1972 when Stephen and Christine Telling
commenced a business as a transport operator with one vehicle operating from a
base in Byfleet, Surrey. In 1984, they significantly increased the size of their
business through the acquisition of F.G.Wilder & Son Limited, trading as Golden
Miller Coaches of Feltham. Following the acquisition, F.G. Wilder & Son Limited
was re-named Tellings Golden Miller Limited and traded as Tellings Golden Miller
Coaches. The acquisition increased the size of the fleet to 22 buses and
coaches.
Tellings Golden Miller Limited was sold in 1990 and was subsequently owned by
British Bus plc. Stephen Telling continued to manage the Tellings Golden Miller
business, which continued to expand.
In 1993 Stephen and Christine Telling, assisted by Julian Peddle, incorporated
the Company for the purposes of completing a management buyout of Tellings
Golden Miller Limited from British Bus plc. Since then, a number of acquisitions
have been made. In 1997, the Company acquired a 60 per cent interest in Linkline
and in 1998 acquired a 37.3 per cent interest in Burtons Coaches Limited. Both
of these companies principally provide coach services.
In 1999, it acquired Capital Coach Holdings Limited (including its subsidiary
Capital Logistics Limited) from Cendant Corporation. In December 2001, the
Company acquired the Portsmouth-based coach business of Excelsior Coachways
Limited and Excelsior Holidays Limited ("Excelsior") and began to operate
coaches for National Express on routes, which Excelsior operated for National
Express out of Excelsior's Portsmouth depot.
The Group currently operates approximately 170 buses and 50 coaches from its
depots in Twickenham, Byfleet, Portsmouth and Harlesden. Buses are predominantly
used to provide local bus services under contracts with TfL and SCC. Coaches are
used in the Group's coach hire business, which provides services to both private
and corporate customers.
Group Strategy and Development
The Board's strategy hitherto for the Group's bus division has been to develop
the business as a bus operator for TfL and for SCC. The strategy for the coach
division has been to develop a high quality customer base that provides a mix of
recurring and one-off hire revenues arising as evenly as possible throughout the
year.
In both the bus and coach division, the Board has also worked towards creating a
brand image for the Group in its area of operation. The brand is characterised
by the Group's modern vehicle fleet and the targeting of the middle to upper end
of the market for its customer base. The Group's branding is supported by the
development of an in-house- branded coach excursion and holiday programme.
Looking to the future, the Board will aim to increase further the number of
tendered bus routes, which it operates for TfL and SCC. It is the Directors
intention to acquire additional depots as necessary to support the growth in
operations. In addition to organic growth, the Board will seek to grow by
acquiring other bus operators in complementary geographical locations, in
particular London and the Home Counties.
The Board does not currently intend to increase the size of its coach division,
although it may do so if market conditions improve or if suitable opportunities
arise.
Personnel
The Group employs over 500 personnel, including over 300 bus drivers and 100
coach drivers, with the balance being employed in a range of management and
support functions.
Throughout the bus industry there is a continuing shortage of bus drivers. To
alleviate such shortages, the Group employs flexible rostering and may assist in
providing accommodation close to the bus depots where necessary.
The Directors believe that the Group's drivers' pay structure is easier to
understand and administer than other equivalent companies' pay structures. The
Group also has its own driver training school and dedicated training buses. The
Transport and General Workers Union is the Group's bus drivers' recognised trade
union.
Fleet
The Group currently operates approximately 220 buses and coaches. The Group
rents further vehicles as required to enable it to satisfy its contractual
obligations. The Group currently has 224 vehicle operating discs. The average
age of the bus and coach fleet is 3 years.
The majority of the Group's fleet are subject to hire purchase or are on 5 year
operating lease agreements. The Group also operates a number of vehicles on
short-term hire contracts.
Operators of currently registered local bus services qualify for fuel duty
rebates (also known as Bus Service Operators Grant). Under the current
legislation operators are able to reclaim a fuel duty rebate at a rate of
approximately #0.37 per litre of diesel. This rate is reviewed annually in the
Finance Act. A local registered bus service is one that is operated by a holder
of an operator's licence, is normally available for the general public to board
and is regularly used by the public. This system does not include private hire
coaches as these are only used by groups who have pre arranged the hire of the
coach.
The Group's bus and coach fleet are supported by the Company's in-house
engineering workshops based in the Twickenham and Byfleet depots. Under current
legislation, all the Company's vehicles are required to be MOT tested on an
annual basis. The Group's operator's licences require the Group to carry out
safety inspections and each vehicle is subject to repair, servicing, inspections
and testing requirements. Because the Group's vehicle fleet is relatively new
(average age of 3 years), manufacturers' warranties reduce the cost of
maintenance.
The Group has its head office in Twickenham and has depots in Twickenham,
Portsmouth, Harlesden and two sites in Byfleet. The Group owns the freehold of
its Harlesden depot, while all the other depots are held under leases.
Directors
Stephen Telling (age 55) - Chairman & Chief Executive
Stephen Telling has been the managing director of the Tellings Golden Miller
business since its formation in 1972. Stephen is a well-known figure in the bus
and coach industry and has been involved in various trade associations. He was
chairman of the London Tourist Coach Operators Association from1992 to 2002 and
was chairman and a founder member of the Guild of British Coach Operators. He is
currently the senior vice president of the Confederation of Passenger Transport
UK, the trade association for the bus and coach industry.
Robert Hodgetts, ACMA (age 49) - Finance Director and Company Secretary
Robert Hodgetts is an associate member of the Chartered Institute of Management
Accountants and has worked in the transport industry for nearly 20 years. He has
held a number of posts as finance director and managing director of a number of
privately owned bus and coach companies. He is currently a director and majority
shareholder of Countryliner Limited, a bus and coach operator based in
Guildford. Robert Hodgetts joined the Group in January 2002.
Richard Telling (age 26) - Operations Director
Richard Telling, who is Stephen Tellings' son, joined the Group following
training as an engineer. He is responsible for the Group's in-house engineering
department and has recently been appointed operations director.
Julian Peddle (age 48) - non-executive Director
Julian Peddle has been involved in the transport industry for over 25 years. He
has been an investor in and managing director of a number of privately owned bus
companies. He is currently a director of MKMetro Limited, Liyell Limited and
Classic Coaches (Continental) Limited, all of which are independent bus or bus
and coach operators based in Milton Keynes, Wednesfield (Wolverhampton) and
Stanley (County Durham), respectively. Julian Peddle has been a non-executive
director of the Company since that time.
Stephen Thomson (age 45) - non-executive Director
Stephen Thomson is currently chairman of AWG Services plc, an AIM listed
company. He has previously been a non-executive and executive director of a
number of listed public companies, including Medical Solutions plc, Calderburn
plc and Oceonics Group plc.
Stephen began his career in the oil services industry in 1978 where he spent
over 15 years, initially working for Schlumberger, where he rose to become head
of their Dutch operations, and subsequently working for Christian Salvesen PLC
where he held senior management positions in a number of the company's
divisions.
Financial record
Total Group revenues have grown from #14.7 million in 2000 to #21.3 million in
2002, an annual growth rate of approximately 20 per cent.. Operating profits
doubled between 2001 and 2002. In 2002, operating margins were approximately 10
per cent.
Interest of #606,000 was payable in 2002, the bulk of which relates to the
Group's hire purchase obligations on its vehicle fleet. The Group's tax charge
for 2002 totalled #389,000 of which #28,000 is the current tax charge and
#361,000 is deferred tax arising mainly from accelerated capital allowances on
vehicle purchases. The Group's net assets were #972,000 as at 31 December 2002.
Since the year end directors' loans have either been paid off, capitalised or
waived resulting in an increase in net assets of #1.751 million. Net debt at 31
December 2002 excluding directors' loans totalled #6.4 million, the bulk of
which (#5.5 million) was in respect of hire purchase obligations. The net book
value of the Group's vehicle fleet and plant was #10.1 million. Net cash flow
from operations totalled #3.44 million in 2002.
Current Trading and Prospects
In the period from 1 January 2003 to 31 May 2003, in overall terms, the Group's
revenues were ahead of budget. Strong performance in the bus division outweighed
poorer than budgeted performance in the coach division.
Since 1 January 2003, the Company has renewed one SCC route and has agreed a
one-year extension of its Kingston University contract. In addition, TfL has
requested the Group to increase the number of buses it operates on 2 TfL routes.
From 11 January 2003, the Group has been operating a route for TfL, which it
previously operated, but because of significant enhancements to the service, the
annual contract price has increased significantly. In June 2003, a one-year
contract with TfL expired and was replaced with a new service in Surrey.
The Group has tendered to provide a number of services commencing in 2004. In
particular, it has tendered for three TfL contracts, and is awaiting the
outcome. Services on the contracts would commence in May 2004, if the Group wins
the contracts.
Tellings Golden Miller has been in discussions with a number of parties in
relation to acquisitions of bus-related businesses. It is anticipated that an
agreement in respect of one of these prospective acquisitions may be completed
shortly after Admission.
Reasons for the Placing and Admission to AIM
The net proceeds of the Placing receivable by the Group will be used primarily
to fund future acquisitions of businesses and new depots. The enhancement of the
Group's profile and the ability to fund future acquisitions through further
fundraisings on AIM and through the issue of Ordinary Shares are key to the
decision to apply for admission to AIM.
The placing of the Sale Shares will allow the Selling Shareholders to realise
part of their current investment in the Group. Following this sale, Stephen
Telling (including the interest of his wife) and Julian Peddle will own
approximately 72.3 per cent. of the Enlarged Share Capital.
Each of the Selling Shareholders has undertaken that they will not dispose of
any interest in Ordinary Shares held by them on the date of Admission for a
period of 24 months from Admission, save in limited circumstances. For a further
period of 12 months the Selling Shareholders will only dispose of any Ordinary
Shares through the Company's broker for the purposes of maintaining an orderly
market.
Details of the Placing
The placing of 5,843,184 Ordinary Shares at 70p per share comprises 2,986,041
Sale Shares being sold by the Selling Shareholders and 2,857,143 New Ordinary
Shares being issued by the Group. The aggregate proceeds of the Placing will be
approximately #4.1 million before expenses, of which #1.5 million net of
expenses will be receivable by the Company.
Dividend Policy
The Directors intend to pursue a progressive dividend policy subject to the need
to retain earnings for future investment and the availability of adequate
distributable reserves.
Enterprise Investment Scheme and Venture Capital Trusts
The Group has received provisional approval from the Inland Revenue that the New
Ordinary Shares are capable of being a "qualifying holding" for the purpose of
investment by Venture Capital Trusts ("VCTs") and will rank as "eligible shares"
for the purpose of the Enterprise Investment Scheme ("EIS").
This information is provided by RNS
The company news service from the London Stock Exchange
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