TIDMDTZ
RNS Number : 3093T
DTZ Holdings PLC
05 December 2011
5 December 2011
DTZ Holdings plc
('DTZ' / 'Company')
DTZ business acquired by UGL
On 8 November 2011 DTZ Holdings plc ("Holdings" or "the
Company") announced that it had selected UGL Limited ("UGL") as its
preferred bidder following a formal sale process announced on 19
October 2011.
UGL yesterday completed the acquisition from Holdings of all the
trading operations of the DTZ group on a going concern basis,
securing full continuation of the DTZ group's business for its
clients and staff, for consideration of GBP77.5 million, plus an
adjustment for cash.
Holdings also announced on 8 November 2011 that the valuation of
the DTZ group derived from the UGL proposal meant that, given the
level of debt within the DTZ group, there was minimal value, if
any, to be attributed to the ordinary shares of Holdings and the
transaction completed yesterday will realise no value for the
ordinary shares of Holdings.
An administrator was appointed yesterday to Holdings and the
Company has requested, and the UK Listing Authority has agreed to,
a cancellation, effective 08:00 on 5 December 2011, of its shares
from admission to the Official List of the UK Listing
Authority.
None of the DTZ group's trading subsidiaries are being placed
into administration and they will continue to trade normally. No
company in the DTZ group other than Holdings has entered any form
of insolvency process.
Holdings confirms that it is no longer in discussions (with UGL
or any other party) regarding a possible offer for the issued share
capital of Holdings and that it is no longer in an offer period.
The previously announced deadline by which, in accordance with Rule
2.6(a) of the Takeover Code, UGL was to have announced either a
firm intention to make an offer for Holdings or announce that it
does not intend to make an offer for Holdings has therefore, with
the consent of the Takeover Panel, been set aside.
A copy of the announcement made by UGL is set out below.
-ends-
For further information contact:
Oriel Securities (Financial Adviser and Broker to DTZ) 020 7710
7600
David Arch
Michael Shaw
Blythe Weigh Communications 020 7138 3204
Paul Weigh
Tim Blythe
DTZ Group 020 3296 3000
Donal McCarthy
Ruth Blanco
Notes to editors
The DTZ group is a global real estate services organisation with
offices in 145 cities and 43 countries (across Europe, Middle East
and Africa, Asia Pacific and the Americas). The group provides
advice and on-the-ground delivery to investors, developers,
corporate and public sector occupiers and financial intermediaries.
The DTZ group works with clients across the breadth of their real
estate needs, spanning all real estate sectors and encompassing
Investment Agency, Leasing Agency and Brokerage, Property
Management, Project Management and Building Consultancy, Valuation,
Investment and Asset Management, Consulting and Research.
www.dtz.com
APPENDIX
ASX/MEDIA RELEASE
5 December 2011
UGL acquires DTZ for GBP77.5 million
Key transaction highlights
-- UGL Limited has acquired all of the trading operations of
global real estate services company, DTZ Holdings plc (DTZ) for
GBP77.5 million (A$119 million (1))
-- DTZ is a leading global real estate services company with an
iconic brand and operations across Asia, the UK, Europe, Middle
East and Americas
-- This acquisition is a key step in UGL's journey as the
emerging leader in global property services - integrating corporate
real estate (CRE) and facilities management (FM) services across
the globe
-- Complementary geographical footprint, transforming UGL's
ability to deliver its integrated end-to-end service offering to
clients globally and to global clients seeking a single corporate
solutions provider
-- Provides UGL with a very strong market position in Asia and
an enhanced strategic platform across the high growth Asian
markets, particularly China, India and Singapore
-- Acquisition to be 100% debt funded with new debt facilities; conservative gearing maintained
-- Acquisition expected to be marginally earnings per share (2)
accretive from FY2012, growing more strongly thereafter
Sydney: UGL Limited (ASX: UGL) today announced that it has
successfully completed the acquisition of all of the trading
operations of global real estate services company, DTZ for GBP77.5
million (A$119 million) cash from the Administrator of DTZ. DTZ was
placed into administration in the UK immediately prior to the
acquisition by UGL under a pre-pack transaction (3), which was
signed and completed simultaneously. All of the trading operations
were transferred on a going concern basis and continue to trade
normally. UGL acquired DTZ following an appropriate due diligence
process.
The acquisition of DTZ will transform UGL's property services
business into one of the world's largest, integrated end-to-end
providers of property services, operating across all key geographic
regions. The acquisition of DTZ broadens UGL's property services
offering and enhances its geographic footprint across Asia, the UK,
Europe, Middle East and Americas. The combination of UGL Services
and DTZ will have annual revenues of A$1.9 billion making UGL
Services one of the largest participants in the global property
services sector (4).
Following the acquisition of DTZ, UGL will have combined annual
revenues of A$5.1 billion, approaching 53,000 personnel (5)
worldwide operating in around 240 offices in 43 countries and one
of the broadest vertically integrated property services offerings
globally.
With its beginnings in the UK in 1784, DTZ is a leading real
estate services company operating in 145 cities across 43
countries. DTZ's business consists of six service lines:
Occupational & Development Markets, Professional Services,
Valuation, Investment Agency, Investment & Asset Management and
Consulting & Research. DTZ holds a market leading position in
property services in Asia and maintains a top 5 position in the UK
(6).
DTZ is one of the world's largest and most respected names in
property valuation undertaking valuations in excess of A$380
billion annually. DTZ holds the number one position in valuations
in China and is top 3 in the UK and key markets in Europe. It also
has a leading research capability with a global team providing
research on commercial property markets worldwide.
Further, DTZ's real estate investment and asset management
businesses are best in class, with A$10 billion in real estate
assets under management. The investment management business has the
best performance track record of any UK fund manager (7) and the
asset management business was recognised as the European Property
Manager of the year in 2009 by European Pensions.
UGL's Managing Director and CEO, Richard Leupen said: "Combining
UGL and DTZ will create one of the world's largest property
services businesses by revenue and capability allowing us to
broaden our existing property services offering across a global
footprint. DTZ's broad geographic reach will transform our ability
to deliver an integrated full service offering to clients by
enhancing our presence and capability in key growth markets such as
Asia. We see significant opportunities for growth in Asia,
particularly in China, where DTZ holds the leading market position
in property services with 1,300 personnel in 18 cities."
"The global trend to outsourcing is continuing and our clients
are increasingly demanding an integrated end-to-end service
offering which can be delivered by a single solutions provider
across their entire global property portfolio. With a comprehensive
property services offering and a total global workforce of nearly
40,000 personnel (8), this transaction will allow UGL to capitalise
on this growth opportunity", Mr Leupen added.
"DTZ is a highly regarded business with a well-recognised and
respected brand, having advised clients for over 225 years. We will
continue to build on DTZ's reputation for service excellence and
grow our combined business by leveraging the quality and experience
of our talent pool and expanded capabilities. The acquisition of
DTZ is another key step in UGL's journey to be the emerging leader
in global property services."
DTZ Chief Executive, John Forrester said: "We are delighted to
be a part of the UGL family and recognise the enormous benefits
this transaction will offer our clients and employees. DTZ and UGL
are an exceptional fit. We operate across a complementary
geographic footprint, the services we offer clients will allow us
to become the only truly vertically integrated provider of
corporate solutions and we share the same cultural ethos in terms
of focus on clients and results."
UGL's strong financial position provides DTZ with the support to
continue to operate and grow across all of its markets.
"The strength of UGL's ownership can give full confidence for a
very bright and stable future to DTZ's operations and staff. UGL's
ongoing investment in DTZ will allow the business to grow in
combination with our existing A$1.3 billion property services
business across the globe", Mr Leupen said.
The acquisition of DTZ will be fully debt funded from new debt
facilities with UGL's conservative gearing levels maintained. The
acquisition is expected to be marginally earnings per share (9)
accretive from FY2012, growing more strongly thereafter.
Mr Leupen commented: "UGL has a strong track record of
successfully integrating acquisitions and maximizing value for
shareholders. We believe that the combined UGL and DTZ platform
provides UGL with a significant opportunity to deliver strong
growth for UGL shareholders."
Goldman Sachs acted as exclusive financial adviser to UGL on the
acquisition.
Ends
For further information, please contact:
Rebecca Hill Richard Leupen
Group Investor Relations & Corporate Affairs Manager Managing Director & CEO
UGL Limited UGL Limited
+61 2 9492 1431 / +61 407 537 832 +61 2 9492 8803
rebecca.a.hill@ugllimited.com richard.leupen@ugllimited.com
Media please contact Ben Jarvis: +61 413 150 448
About UGL Limited
UGL Limited (ASX: UGL) is an engineering, maintenance, corporate
real estate services and facilities management company operating in
the water, power, transport, communications, resources and property
sectors. It consists of four divisions - UGL Infrastructure, UGL
Rail, UGL Resources and UGL Services. Headquartered in Sydney,
Australia, UGL Limited operates in Australia, New Zealand, Asia,
North America and the Middle East employing approximately 48,000
people. For more information, visit: www.ugllimited.com
(1) AS$:GBP exchange rate of 0.652 as at 2 December 2011 assumed
throughout this announcement
(2) Excluding non-recurring items
(3) A pre-arranged sale of certain assets of a company by the
Administrator immediately after the company has entered
administration
(4) Based on UGL fiscal year ending June and DTZ fiscal year
ending April. Average April 2011 year ending A$:GBP exchange rate
of 0.611
(5) Including contractors
(6) Top agents 2011 Survey, Estates Gazette, 24 September
2011
(7) As independently verified by the benchmarking service
Investment Property Databank
(8) Including contractors
(9) Excluding non-recurring items
This information is provided by RNS
The company news service from the London Stock Exchange
END
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