17 December 2009 HIGHLIGHTS
* Operating profit before share based payments, finance costs and exceptional items. Graham Forrest, CEO commented: "The period under review was probably the worst experienced in recent memory and it is hardly surprising that we saw a decrease in both revenue and profitability. We acted very quickly to substantially reduce overheads across all of our activities and, since the period end, we have seen a marked improvement in trading. "Our newly revised and improved banking terms have now been agreed and, with the implementation of new controls and financial systems, we are experiencing a substantial improvement in our working capital. I am proud of the defensive qualities demonstrated by the Group during this period, and I and the Board look forward to the future with cautious optimism." CHAIRMAN'S STATEMENT Introduction I am pleased to announce the unaudited interim results for the Group for the six months ended 30 September 2009. The trading environment in which the Group operates has been very challenging over this period. It is testament to the robustness of the Group's business model, the quality and diversity of our trading businesses and the depth of experience in our management team that we have been able to weather the storm and remain profitable in such conditions. All of our companies have successfully operated through the last severe recession in the early 1990's and this experience of managing through an economic downturn has been invaluable in meeting the challenges we currently face, as well as preparing for future economic recovery. Group revenue in the period was £17.4 million (2008: £23.4 million), a fall of 26 per cent. The Group achieved an operating profit (before share based payments, finance costs and exceptional items) of £1.0 million (2008: £2.6 million) and a profit before tax (before exceptional items) of £0.7 million (2008: £2.1 million). Basic earnings per share were 2.3p (2008: 8.1p) and diluted earnings per share were 2.3p (2008: 7.8p) Board Changes On 13 October 2009, it was announced that David Jay had stepped down as Finance Director but was to remain on the Board as a Non-Executive Director. David was replaced as Finance Director by Steve Roberts. Steve was previously a Non-Executive Director of the Company (and was the Finance Director at the time that Northern Bear's shares were admitted to trading on AIM). We are delighted that Steve has agreed to take this position, and we feel that his appointment injects new thinking to the Company at Board level, whilst ensuring continuity. Business Review Trading The trading environment during the six months to 30 September 2009 was extremely challenging. On 13 October 2009, we published a trading update with details of a number of new contracts awarded. I am delighted to be able to confirm that this improvement in activity has continued. We do continue, however, to experience margin pressure, with the gross margin across the Group falling to 26.6 per cent, compared to 28.1 per cent in the second half of the previous financial year. The effects of this margin pressure have been mitigated by the actions taken to reduce overheads, which are some 20 per cent lower than in the first six months of the previous financial year. Such actions were taken at an early stage in the current recession and included a Group-wide pay freeze, reductions in non-direct head count, a substantial reduction in marketing costs, the renegotiation of supplier rebates and professional fees, and a reduction in Directors' remuneration. Cash Flows Whilst the net debt position of the Group in the six months to September 2009 increased by £1.3 million, there has been a significant reduction in the two months since the period end. This is partly due to expected working capital movements, but has also been influenced by the stronger trading over the late summer and autumn months, which has now converted into cash. Added to this, the recently awarded contracts in the public sector have been negotiated on better payment terms than can ordinarily be achieved in the private sector. In addition, our working capital management has been strengthened by new systems and controls initiated by Steve Roberts and his team. Strong working capital management remains a cornerstone of our business. Banking Terms On 29 September 2009, we confirmed that discussions with the Group's bankers, to renegotiate the banking terms in existence at that time, were ongoing. On 16 December 2009, we announced that those discussions had been successfully concluded. This confirmation of continued support from our bank is tremendous news and confirms the resilient nature of our business model. The agreement of new terms provides us with a solid financial foundation in these uncertain times. Acquisitions Acquisitions remain a key element of our growth strategy. We continue to look for quality businesses, which have strong management teams and sustainable earnings. While it is now twenty months since our last acquisition, we are hopeful that we will be able to complete an acquisition in the coming months. Margins across our sector continue to be tight. Uncertainties relating to levels of future Government expenditure will, the Directors believe, result in depressed valuations being applied to businesses with exposure in these markets. Nevertheless, extreme caution will continue to be exercised by us in our acquisition process, and we will ensure that any businesses that the Group acquires exhibit the necessary qualities required to maintain future levels of profitability. As previously stated, it is our intention to fund any future acquisitions from a combination of new equity and vendor equity, without reliance on bank funding. Furthermore, we would look to structure the consideration with a performance related element in order to ensure that we protect the Group from any shortfall in future profitability. Dividend While the recent upturn in trading conditions has been encouraging, the Directors consider they must continue to be prudent in the current financial climate. The Directors have therefore decided that there will be no interim dividend paid. The Directors will however, review the level of future dividends in the light of the prevailing economic conditions and the performance of the business, with the intention of returning to the payment of dividends as soon as possible. Outlook The successful agreement and completion of new banking terms has provided us with a firm financial foundation allowing us to view the future with more confidence than at any time over the past eighteen months. While the economic environment continues to be challenging, we have experienced a significant increase in activity in recent months and are cautiously optimistic that this upturn is sustainable. Those of our businesses which operate in the new house build sector have shown an increase of 20 per cent in activity over the past three months, compared to the corresponding period last year. The order book is currently strong, which in spite of continued margin pressure, allows us to enter the New Year with cautious optimism. Our businesses have proved their strengths and defensive qualities in the challenging environment of the past eighteen months. I am confident that they will benefit from any further upturn in activity in the future. Employees I continue to be proud of, and impressed with, the resilience and loyalty of all of our employees during these difficult times, which have been the most challenging in recent memory. The positive approach of our staff has helped the Group's position and will continue to be the mainstay of the Group in the future. The Interim Financial Report will be sent to shareholders in due course. Howard Gold Follow this link to download the interim results. 16 December 2009 The Board of Northern Bear ('the Board') is delighted to announce that it has concluded negotiations, as detailed in the announcement of 29 September 2009, to agree revised banking terms with Yorkshire Bank PLC ("Yorkshire Bank"). Steve Roberts, Group FD commented: "I am delighted with the agreement that we have reached with Yorkshire Bank, which confirms their long term support for the Group. Yorkshire Bank has been a great supporter of our business over the past two years and we look forward to a continued long and fruitful relationship. This new agreement provides us with a solid financial foundation in these uncertain times." 29 October 2009 The board of directors of Northern Bear (the "Board") announces that all the resolutions put to the shareholders of the Company at the annual general meeting held today were duly passed. Additionally, the Board are pleased to announce the appointment of Mr Tom Hayes as Company Secretary to the Company. 13 October 2009 The board of directors of Northern Bear (the "Board") is pleased to announce a trading update ahead of the publication of the interim results for the six months ended 30 September 2009. TRADING UPDATE Northern Bear has secured a number of new contract wins towards the end of the first half of the current financial year. Jennings Roofing ("Jennings") has been awarded a contract worth in excess of £2.00 million for reroofing and associated works, by a significant housing association, based in the north west of England. These works are currently scheduled to be completed by 31 March 2010 and Jennings is hopeful of securing further opportunities with the same client in the future. Jennings currently has committed orders for the period to March 2010 of approximately £4.50 million, which represents its strongest contract pipeline for two years. Springs Roofing Limited has been awarded a contract valued at £1.00 million in respect of reroofing and associated works via a consortium of social housing providers, with housing stock in the north east of England. This work is scheduled to be completed by 31 March 2010. MGM Limited has secured contracts valued at approximately £2.25 million, with work to commence within the next four weeks. The work includes fabric repair to 700 homes owned by a significant social housing provider based in the north east of England. Hastie D Burton Limited has secured contracts valued at circa. £0.85 million, with work to commence immediately. The new contracts described above, totalling in excess of £6.00 million, will contribute significantly to revenues and profitability during the second half of the financial year and the Directors therefore expect that results for the year to 31 March 2010 will be weighted accordingly. As disclosed in the announcement on 29 September 2009, trading in the first half of the year has been very challenging. During this period, following a particularly difficult first quarter, there has been a significant improvement in activity since the beginning of July. Whilst it is not possible to assess the outcome for the full year with any certainty, the above contract wins, together with the results for the second quarter, allow the Directors to view the future with increased confidence. Following the announcement made by the Company on 29 September 2009, in which Northern Bear reported ongoing discussions with its bankers in respect of certain of its banking facilities and covenants, the Company wishes to announce that these discussions are still ongoing, and that the Company will provide further updates in due course. DIRECTORATE CHANGE David Jay has agreed to step down as Finance Director of the Company but will remain on the Board as a Non-Executive Director. David has been replaced by Steve Roberts, currently a Non-Executive Director of Northern Bear. Steve was the Finance Director of the Company at the time of flotation and as such has a thorough understanding of its businesses, and the important issues that the Company faces. Graham Forrest, Chief Executive of the Company, said, "Like many businesses in the UK and Europe, Northern Bear has experienced challenging trading conditions as a result of the depressed economic climate. However, we have a robust and proven business model and a very experienced management team, further strengthened by Steve Roberts' move to Finance Director, and we are confident that as the economy improves, we are well positioned to capitalise on increased trading activity. Further evidence of our ability to win significant business can be found in the contract wins described above. I am confident that Northern Bear is well positioned to benefit from any improvements in the economic climate". 29 September 2009 Subsequent to the announcement of preliminary unaudited results on 25 June 2009, the board of directors (the "Board") announces that the annual report and audited accounts for the year ended 31 March 2009 have today been posted to shareholders and will shortly be available from the Company's website, www.northern-bear.com. Whilst the financial results remain unaltered following the completion of the audit, the Board would draw attention to the emphasis of matter raised by the Company's auditors, KPMG Audit plc (the "Auditors"), in relation to going concern. The Auditors draw attention to the fact that, inter alia, the Company is in discussion with its bankers in respect of certain of its banking facilities and covenants in order to ensure the availability of sufficient and appropriate funding during the course of the next 12 months and that it continues to operate within available facilities. The bank has confirmed that it remains supportive of the Company and the Group and is not aware, based on information currently available, of any reason why those discussions should not be concluded satisfactorily in the near future. As a result, the Board remains confident that the Company and Group will continue to have adequate bank finance available to it in the future, not only to ensure adequate working capital but also to ensure that the Group can continue to take advantage of opportunities as they arise. Furthermore the Board notes that in the first 5 months of the current financial year, whilst the Group remains profitable, the trading environment in which it operates continues to be very challenging. The Board remains confident that the Group has a resilient business model which continues to generate a strong performance, even in the current economic climate. The Board expects to make a further announcement in due course. 18 September 2009 The Board of Northern Bear is pleased to announce the appointment of Rivington Street Corporate Finance as sole broker to the Company with immediate effect. 2 July 2009 Northern Bear received notification on 2 July 2009 that, on 1 July 2009, Graham Forrest, Chief Executive of the Company, disposed of 300,000 ordinary shares in the Company ("Ordinary Shares") to a third party at a price of 50 pence per Ordinary Share. Mr Forrest is now interested in 1,983,492 Ordinary Shares representing 10.46 per cent of the issued ordinary share capital of the Company. Northern Bear, a growing portfolio of Northern based building services businesses, is pleased to announce its unaudited preliminary results for the year ended 31 March 2009 Highlights
Howard Gold, Chairman of Northern Bear commented: I am delighted to announce that Northern Bear has delivered another year of earnings growth despite the current unprecedented economic conditions. Follow this link to download the unaudited preliminary results. 9 December 2008 Prior to his appointment, as announced on 17 November 2008, Ian McLean was, and remains, interested in 71,428 ordinary shares of 1 pence each in the Company, representing 0.38 per cent of the issued share capital of the Company. 5 December 2008 Northern Bear received notification on 4 December 2008 that Graham Forrest, Chief Executive of the Company, transferred, on 4 December 2008, 269,525 ordinary shares of 1 penny each ("Ordinary Shares") in the Company, representing 1.42 per cent of the Company's issued share capital to a third party at a price of 70 pence per share in settlement of a pre-existing obligation. Mr Forrest is now interested in 2,283,492 Ordinary Shares representing 12.04 per cent of the issued share capital of the Company. 17 November 2008 Northern Bear, the Northern based support services group, is pleased to announce its unaudited results for the six month period ended 30 September 2008. HIGHLIGHTS
Howard Gold, Chairman of Northern Bear commented: "We are delighted to report yet another record set of results. With profits, sales and EPS increasing significantly across the board and the continuation of our dividend policy, this is a very pleasing set of numbers - especially given the current market conditions. "In addition, our pipeline of acquisitions remains strong, and our funders continue to support our ongoing acquisition strategy. Whilst we are currently considering a number of acquisition opportunities, we have taken the decision not to complete any further additions until 2009. "Whilst we remain well placed and funded to complete acquisition opportunities, any slowdown in acquisition activity would provide a useful opportunity to further reduce our debt position and take advantage of further reduced interest margins as a result of a low debt / EBITDA ratio. "With our strong balance sheet, we look forward to progressing further during the second half of the current period and feel that our broad sector exposure will help us continue to prosper in these testing times." 17 November 2008 Northern Bear is pleased to announce the appointment of Ian McLean as a non executive director of the Company with immediate effect. Ian, who was part of the broking team which originally helped the Company to obtain its listing on AIM, has substantial experience in the City. He has worked in the broking and research community his entire career and, since 2002, has also sat on the board of Quayle Munro Holdings PLC, the AIM listed Edinburgh and London based merchant bank.
There is no further information that is required to be disclosed pursuant to Schedule Two paragraph (g) of the AIM Rules in relation to Mr McLean. 13 November 2008 Northern Bear, the Northern based group of support services businesses, is pleased to announce the opening of Jennings Roofing Manchester, a sister roofing business to the original business based in Leeds. This brings the number of operating businesses within the group to 13. Jennings Roofing Limited (which operated the Leeds business) was acquired by Northern Bear in November 2007. Following that acquisition, Graham Jennings, the former managing director, became an operations director for Northern Bear. Graham Jennings commented: "We are delighted to be opening our latest business in Manchester. Eric Holmes has been appointed as Managing Director of Jennings Roofing Manchester and Martin Briggs at Jennings Roofing Leeds, both of whom are reporting directly to me. It is our intention to search for similar opportunities (including for other Northern Bear businesses), which can be built around existing customer relations within a geographic region." 21 October 2008 Northern Bear announces that, following his resignation as chairman and director reported earlier today, Jon Pither assigned to Daisy Roth the beneficial interest in a loan of £150,000 made by Mr Pither to the Company prior to its flotation in 2006. Ms Roth has agreed with the Company that the Company's obligations in respect of the loan assigned to her will be satisfied in full by the allotment to Ms Roth of 214,285 ordinary shares of 1p each in the capital of the Company (the "New Shares"). Application has been made for the New Shares to be admitted to trading on AIM and dealings are expected to commence on 28th October 2008. Following admission, the total issued ordinary share capital of the Company will increase to 18,967,092 ordinary shares of 1p each. 21 October 2008 Northern Bear, the Northern based group of 12 building services businesses, announces that Jon Pither has today stepped down as chairman and a director. Mr Pither, who, together with chief executive Graham Forrest, founded the Company and developed the business strategy which it continues to apply, is stepping down in order to avoid any potential future conflict of interest between his other business commitments and the activities of the group. Mr Forrest said: "Jon will be greatly missed by the board and, in particular, by me. Northern Bear's growth and success to date is due, in no small part, to his great experience and excellent advice". Howard Gold, the deputy chairman, will assume the role of chairman following Mr Pither's resignation. 2 October 2008 Northern Bear is pleased to announce a trading update ahead of the publication of its interim results for the 6 month period ended 30 September 2008. In the current economic climate of acute uncertainty, the Board believes it would be useful to confirm that it expects turnover and profit before tax for the 6 month period to be in line with market expectations. The Board believes that this reflects the continued implementation of its previously stated policy of diversifying away from 'New Build' housing sector, which now accounts for just 11 per cent of turnover, and the Company's success in integrating the businesses it has acquired. Northern Bear remains financially sound and continues to operate well within its agreed banking covenants. The general economic climate remains challenging and, in view of this, the acquisition criteria adopted by the Company have been further tightened. Nevertheless, there remain ample opportunities to allow the Company to continue its acquisition strategy during the coming year. Northern Bear looks forward to further updating the market at the time of the announcement of its interim results for the period ended 30 September 2008, before Christmas. 18 August 2008 Northern Bear received notification on 15 August 2008 that, following an acquisition of 10,000 ordinary shares of 1p each in the Company ("Ordinary Shares") at a price of 80 pence per share on 14 August 2008, Jon Pither is now interested in 2,487,914 Ordinary Shares representing 13.27 per cent. of the issued share capital of the Company 24 July 2008 Further to the announcement on 1 April 2008, Northern Bear was notified today that David Jay, Finance Director, has transferred his entire shareholding of 543,000 ordinary shares of 1p each in the Company ("Ordinary Shares"), representing 2.90 per cent. of the issued share capital, from a short term life interest trust back into Mr Jay's direct ownership as previously expected. The original transfer was made to allow Mr Jay to take advantage of capital gains taper relief which expired on 5 April 2008. As a result, the beneficial interest of David Jay in the issued share capital of the Company remains unchanged as follows:
30 June 2008 At Northern Bear's Annual General Meeting, held today, all resolutions were duly passed. At the AGM, Jon Pither (Chairman) stated: "Despite a generally unfavorable economic climate, I am very pleased to report that Northern Bear has started the current financial year satisfactorily. All of our businesses have had a successful first quarter and we are currently evaluating a number of acquisitions which would complement our existing businesses, each of which are expected to continue trading successfully in the current economic conditions. In line with our stated acquisition strategy of acquiring well established, cash generative building services businesses based in the North of England these acquisitions, if completed, would benefit the group and enhance our earnings per share. "I would also like to take this opportunity of thanking Marcus Yeoman for his efforts and support as a Non-Executive Director, who will be stepping down from the Board after today's AGM." 21 May 2008 Northern Bear, a growing portfolio of Northern based building services businesses, is pleased to announce its unaudited preliminary results for the year ended 31 March 2008 Highlights
Jon Pither, Chairman of Northern Bear, commented: “These are a strong set of results for our first full financial year as a public company. We set out a clear strategy to acquire established, cash generative building services businesses which will contribute strongly to the group’s revenue and profitability and we have been successful in this objective. Since the year end, we have added two further acquisitions and believe we can continue to selectively acquire similar, high quality companies. Our customer mix has changed so that we are now predominantly focused on government and public funded customers, a sector which remains strong.” Follow this link to download the unaudited preliminary results. 7 May 2008 Pursuant to the sale and purchase agreement entered into in connection with the Company's acquisition of A1 Industrial Trucks Limited, announced on 2 April 2008, the Board of Northern Bear has issued a further 224,168 ordinary shares of 1p each in the Company ("Ordinary Shares") by way of additional consideration following the finalisation of completion accounts, at an issue price of £1.20 per share, having a value of approximately £269,000. The shares will rank pari passu with the existing issued Ordinary Shares. Application has been made for the 224,168 new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 12 May 2008. Following the issue of these shares the Company's total outstanding issued share capital will consist of 18,752,807 Ordinary Shares with voting rights. 8 April 2008 Northern Bear, the holding company for a growing portfolio of Northern based building services businesses, is pleased to announce the appointment of Graham Roy Jennings to the Board as an Operations Director with immediate effect. Mr Jennings, 51, is Managing Director of Jennings Roofing Limited, and its parent company Jennings Properties Limited, which were both acquired by Northern Bear on 13 November 2007. He has been involved in the roofing industry in the North of England for 34 years, 27 of which he has been Managing Director of Jennings Roofing Limited. He brings vast experience and knowledge of the industry including many longstanding relationships with blue chip customers. Jon Pither, Chairman of Northern Bear, said: "I am delighted that Graham has agreed to join the Board as he brings with him a wealth of experience which will greatly strengthen our Board at the operational level." Mr Jennings is interested in 814,569 ordinary shares of 1p each in the Company which represents 4.4 per cent. of the total issued share capital. There are no companies (other than those detailed above) or partnerships (including limited liability partnerships) of which Mr Jennings has been a director or partner at any time in the past five years. There is no other information that is required to be disclosed under Schedule 2, paragraph (g) of the AIM Rules. 4 April 2008 Northern Bear announces that on 3 April 2008 the Company issued 12,500 ordinary shares of 1p each in the Company ("Ordinary Shares"), pursuant to contractual obligations for corporate finance services provided to the Company in relation to the recent acquisition of A1 Trucks and DJ McGough announced on 2 April 2008. Application has been made for the 12,500 new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 9 April 2008. Following the issue of these shares the Company's total outstanding issued share capital will consist of 18,528,639 Ordinary Shares with voting rights. 2 April 2008 Northern Bear, a holding company for a growing portfolio of Northern based building services businesses is pleased to announce the acquisition of A1 Industrial Trucks Limited ("A1 Trucks") and D J McGough Limited ("D J McGough") for a combined maximum consideration of £6.72 million based on closing price today (subject to any adjustments of net assets acquired). Both acquisitions are well established, cash generative businesses based in the North East which fit well with the Company's strategy to acquire profitable building services businesses which will increase the size of the Company and are expected to be earnings enhancing in the year to 31 March 2009. A1 Trucks Established in 1983, A1 Trucks is based in Newcastle and operates a fleet of approximately 400 forklift trucks which it sells, leases, rents and maintains for a wide range of commercial customers. The company's two co-founders, Derek Wymes and Graeme Tennick, have committed their future to continuing in their current roles. Over the past 25 years A1 Trucks has developed a strong market reputation in the North East for the supply of forklift trucks, and as a result is a natural strategic fit with Northern Bear. For the 12 months to 30 April 2007, A1 Trucks generated turnover of £3.31 million and profit before tax of £789,080. As at 30 April 2007, A1 Trucks had net assets of £2.16 million, including £1.10 million of cash. The maximum consideration to be paid for the entire issued share capital of A1 Trucks is £4.67 million based on closing price today . The consideration is to be satisfied as to £3.45 million in cash, and through the issue of 958,334 new Ordinary Shares of 1p each in the Company ("Ordinary Shares"), which based on the closing mid market price on 1 April 2008 of 96.5p per Ordinary Share, equates to an aggregate consideration of £924,791. Up to a further £300,000 is payable in cash, which is dependent on the achievement of certain performance criteria. Based on a price per Ordinary Share of £1.20 at the time the terms of the acquisition of A1 Trucks was agreed, the aggregate consideration would be approximately £4.90 million. Application has been made for the new Ordinary Shares to be admitted to trading on AIM which is expected to occur on 7 April 2008. D J McGough Established in 1988, D J McGough is based in Newcastle and provides plumbing, heating and mechanical services to primarily industrial and commercial customers across the North East. The company employs a team of 47 and has, over the past 20 years, established strong long term relationships with a wide number of industrial and commercial businesses. D J McGough meets Northern Bear's acquisition criteria and will be a valuable addition to the growing portfolio of building services businesses. For the 12 months to 31 December 2007, D J McGough generated revenues of £2.74 million and profit before tax of £290,065. As at 31 December 2007, D J McGough had net assets of £0.9 million, including £0.5 million of cash. The consideration to be paid for the entire issued share capital of D J McGough is £2.04 million. The consideration is to be satisfied as to £1.52 million in cash, and through the issue of 547,368 new Ordinary Shares, which based on the closing mid market price on 1 April 2008 of 96.5p per Ordinary Share, equates to an aggregate consideration of £528,210 . Based on a price per Ordinary Share of £1.20 at the time the terms of the acquisition of D J McGough was agreed, the aggregate consideration would be approximately £2.18 million. Application has been made for the new Ordinary Shares to be admitted to trading on AIM which is expected to occur on 7 April 2008. As a result of the issue of the shares, the issued share capital of the Company will comprise 18,516,139 Ordinary Shares of 1p each with each Ordinary Share carrying the right to one vote. Jon Pither, Chairman of Northern Bear, commented: "A1 Trucks and D J McGough represent the eleventh and twelfth additions to our growing portfolio of successful companies and we expect them to make positive contributions to the Company's financial performance in 2008 and beyond. The acquisitions also reflect Northern Bear's policy to continue to develop its business away from the cyclical "New Build" housing sector, which is expected to contribute less than 15% of Northern Bear's turnover in the current financial year, and diversify its customer portfolio. "Last week the Company announced in a trading statement that we expect turnover and profit before tax for the 12 months to 31 March 2008 to be at the upper end of market expectations. Consequently, we look forward to announcing our results in late May 2008 and the Board remains confident of the Company's trading outlook for the coming financial year." 1 April 2008 Northern Bear announces that on 31 March 2008 David Jay, Finance Director, transferred his entire shareholding of 543,000 ordinary shares of 1p each in the Company ("Ordinary Shares"), representing 3.19 per cent of the issued share capital, into a short term life interest trust, with his partner as nominated sole beneficiary. Specifically, the transfer is to allow Mr Jay to take advantage of capital gains tax taper relief which is due to expire on 5 April 2008. For clarification, the Company confirms that the transfer does not involve a sale of the Ordinary Shares which have instead been gifted to the trust and hence it does not result in any change in the underlying beneficial ownership of the Ordinary Shares which are expected to resort to Mr Jay's direct ownership following a period of approximately three months having elapsed. The terms of the trust specify that any income would benefit the nominated beneficiary during this period, namely his partner. As a result, the beneficial interest of David Jay in the issued share capital of the Company remains unchanged as follows:
27 March 2008 Northern Bear, a holding company for a growing portfolio of Northern based building services businesses, is pleased to announce a trading update ahead of the announcement of its preliminary results for the financial year ended 31 March 2008. Northern Bear expects turnover and profit before tax for the 12 months to 31 March 2008 to be at the upper end of market expectations, which the Company believes reflects a combination of its success in acquiring and integrating earnings enhancing businesses and its policy to diversify away from the cyclical "New Build" housing sector. There remains a wide pool of potential acquisitions which meet the Company's criteria and therefore there continues to be ample opportunities to substantially increase the size of the business and enhance earnings per share, in line with the Company's stated acquisition strategy. The Company is currently evaluating a number of potential opportunities and during the year successfully completed four acquisitions: As a consequence of these acquisitions, the Company has diversified its customer base, and developed its business away from the new build housing sector, which is expected to contribute less than 15% of turnover in the current financial year. The majority of the Company's customers undertake public funded projects, a segment of the market which continues to benefit from the Government's commitment to the 'Decent Homes' initiative aimed at making significant capital improvements to local authority housing stock. In many cases we have had long standing relationships with these customers which enables the Company to view forward revenue streams with a high level of confidence. Northern Bear looks forward to further updating the market at the time of its preliminary results for the year ended 31 March 2008, in late May 2008. Jon Pither, Chairman of Northern Bear, commented: "During the period we have delivered on the targets we set, adding four cash generative businesses to our growing portfolio of Northern based building services businesses, all of which have been successfully integrated and have contributed positively to the Company's financial performance. We look forward to announcing our results in late May 2008 and the Board remains confident of the Company's trading outlook for the coming financial year." 21 December 2007 Following the acquisition of Jennings Properties Limited announced on 13 November 2007, Northern Bear has issued a further 60,348 Ordinary Shares of 1p each in the company ("Ordinary Shares") by way of additional consideration following the finalisation of completion accounts. The shares will rank pari passu with the existing issued Ordinary Shares. Application is being made for the new Ordinary Shares to be admitted to trading on the AIM, which is expected to take place on 4 January 2008. Following the issue of Ordinary Shares, the Company's issued and voting share capital comprises 17,010,437 Ordinary Shares. For further information please contact: St Helen's Capital Plc 26 November 2007 The Company wishes to correct the dividend timetable announced earlier today. The revised dates will now be as follows: the dividend will be paid on 21 December 2007 to eligible shareholders on the share register at close of business on 7 December 2007. For further information please contact: St Helen's Capital Plc 26 November 2007 Chairman’s statement Northern Bear plc (“Northern Bear” or the “Group”) announces interim results for the six months ended 30 September 2007. The unaudited interim financial information represents the first published financial information prepared on the basis of the recognition and measurement requirements of International Financial Reporting Standards (‘IFRS’) adopted by the European Union (‘Adopted IFRS’). Results I am pleased to announce the unaudited results for the Group for the six months ended 30 September 2007. These encouraging results reflect the very considerable development of our business and are in line with our expectations. The results include contributions from Chirmarn Limited and Hastie D Burton Limited which were the two acquisitions during the period. Basic earnings per share for the period was 5.1p and diluted earnings per share was 4.9p. I am also delighted that we have been able to raise further funds during the period to assist with our stated acquisition policy. New equity has been raised at an attractive share price compared with our listing price in December 2006 of 88 pence per share. On 31 May, we announced the issue of 275,000 shares at a price of £1.40, to raise £0.4 million for the Group. On 30 August, following an EGM, 2,415,250 shares were issued at a price of £1.45, raising a further £3.2 million net of costs to help fund the Group’s growth. It was further announced on 6 November 2007 that the Group had agreed a new and improved banking facility with Yorkshire Bank. This facility, together with the funds raised in the share issues above, provide the Group with substantial funds to continue its proven acquisition policy. Accordingly, on 12 November 2007, it was announced that we had completed the acquisition of Jennings Roofing Ltd, a Yorkshire based roofing contractor, specialising in Local Authority work. This acquisition reinforces our aim of balancing our customer base, while at the same time satisfying our other acquisition criteria. IFRS Northern Bear shares are traded on the AIM market, operated by the London Stock Exchange plc (‘AIM’) and the AIM Rules for Companies require that the next annual consolidated financial statements of the Group, for the year ending 31 March 2008, be prepared in accordance with Adopted IFRS. This interim financial information has been prepared on the basis of the recognition and measurement requirements of Adopted IFRS as at 30 September 2007 that are effective (or available for early adoption) at 31 March 2008, the Group’s first annual reporting date at which it is required to use Adopted IFRS. Based on Adopted IFRS, the directors have applied the accounting policies, as set out in the restatement document referred to in note 1 of this interim financial information, which they expect to apply when the first annual IFRS financial statements are prepared for the year ending 31 March 2008. However, the Adopted IFRS that will be effective (or available for early adoption) in the financial statements for the year ending 31 March 2008 are still subject to change and to additional interpretations and therefore cannot be determined with certainty. Accordingly, the accounting policies for that annual period will be determined finally only when the annual financial statements are prepared for the year ending 31 March 2008. Trading Review Advisers Since the Group’s year end in March 2007, we have been able to appoint experienced teams from Strand Partners as our Nominated Advisers and St. Helens Capital as our corporate Brokers. The Board As reported in the final accounts to 31 March 2007, we continue to strengthen the Board and I am therefore delighted to announce that Howard Gold, a Non-executive Director, has agreed to accept the role of Deputy Chairman. Based in the North East, Howard is able to provide daily support and guidance to Graham Forrest, Chief Executive Officer, and the rest of the executive team. The Board and our management team fully appreciate your continued support of the Group as we work diligently to build upon our existing foundation. We would also like to thank the Group's staff for their hard work and efforts over the year to date and look forward to a successful second half. Future We continue to increase the scale and momentum of Northern Bear and feel that we now have an excellent team of professionals and funders with us who can help deliver progressive earnings per share. We expect to continue with our acquisition policy during the second half of the financial year and have prospective targets in mind. Jon Pither, Chairman Consolidated income statement
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Consolidated balance sheet
Consolidated statement of cash flows
Notes (forming part of the financial statements) 1. Basis of preparation The AIM Rules require that the next annual consolidated financial statements of the Group, for the year ending 31 March 2008, be prepared in accordance with International Financial Reporting Standards (‘IFRS’) adopted for use in the EU (‘Adopted IFRS;). The interim financial information has been prepared on the basis of the recognition and measurement requirements of Adopted IFRS that are effective (or available for early adoption) at 31 March 2008, the Group’s first annual reporting date at which it is required to use Adopted IFRS. Based on these Adopted IFRS, the directors have applied the accounting policies, as set out in the IFRS restatement document referred to below, which they expect to apply when the first annual IFRS financial statements are prepared for the year ending 31 March 2008. However, the Adopted IFRS that will be effective (or available for early adoption) in the financial statements for the year ending 31 March 2008 are still subject to change and to additional interpretations and therefore cannot be determined with certainty. Accordingly, the accounting policies for that annual period will be determined finally only when the financial statement are prepared for the year ending 31 March 2008. The preparation of this financial information resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under previous Generally Accepted Accounting Practice (‘GAAP’). The revised accounting policies have, except where otherwise stated, been applied to all periods presented in this financial information. A detailed review of the changes in our accounting policies and reconciliations of our financial statements from UK GAAP to IFRS at key dates are available on the Group’s website at www.northern-bear.co.uk. 2. Accounting policies The accounting policies that the group intend to apply to the year ending 31 March 2008 are set out in the IFRS restatement document referred to in note 1. 3. Status of financial information The comparative figures for the period ended 31 March 2007 are not the Group’s statutory financial statements for that year. Those financial statements, which were prepared under UK GAAP, have been reported on by the Group’s auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. 4. Acquisitions a) On 14 May 2007 the company acquired 100% of the issued share capital of Chirmarn Holdings Limited and its subsidiaries, Chirmarn Limited and Chirmarn (Surveying) Limited. The resulting goodwill was calculated and capitalised as follows:
b) On 1 June 2007 the company acquired 100% of the issued share capital of Hastie Limited and its subsidiary, Hastie D Burton Limited. The resulting goodwill was calculated and capitalised as follows:
5. Earnings per share The calculation of basic loss per share was based on the profit for the period and on the weighted average number of ordinary shares outstanding, calculated as follows:
The calculation of diluted earnings per share was based on the profit for the period and on the weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:
6. Interim results These results were approved by the Board of Directors on 23 November 2007. For further information please contact: St Helen's Capital Plc 13 November 2007 The board of Northern Bear, the integrated North of England based building materials and services supplier, is pleased to announce the acquisition of Jennings Properties Limited and its subsidiary Jennings Roofing Limited (being together "Jennings"). Jennings, based in Leeds, is a roofing contractor specialising in both commercial and residential work. The directors of Northern Bear believe that this acquisition is a good strategic fit for the Northern Bear group. In the financial year ended 30 April 2007, Jennings achieved an aggregate audited turnover of £7.1 million and a combined profit before tax of £0.68 million, after payments to directors of £0.7 million, of which in excess of £0.5 million will no longer be payable following the acquisition. As at 30 April 2007, Jennings had aggregate net assets of £1.4 million. The maximum consideration to be paid for the entire issued share capital of Jennings is £5.1 million ("the Consideration"). The Consideration is to be satisfied by the payment of £3.23 million in cash from the Company's existing resources at completion. Up to a further £0.6 million is payable in cash, £0.3 million of which is dependent upon the achievement of certain performance criteria. The balance of £1.27 million will be satisfied by the issue of 1,025,744 new ordinary shares in the capital of the Company ("Shares"). Application will be made for the Shares to be admitted to trading on AIM, such admission expected to be effective on 19 November 2007. As a result of the issue of the Shares, the issued share capital of the Company will comprise 16,950,089 ordinary shares of 1p each, with each ordinary share carrying the right to one vote. John Pither, Chairman of Northern Bear, commented For further information please contact: 6 November 2007 The board of the Company ('Board') is pleased to announce that Northern Bear, the integrated North East based building services and materials supplier, has entered into new banking arrangements with Yorkshire Bank which comprise available facilities totalling £11 million, which are being provided on more favourable terms than those previously available to the Company. Since its admission to AIM on 19 December 2006, Northern Bear has completed the acquisitions of MGM Limited, Chirmarn Holdings Limited and Hastie Limited and the Board remains encouraged by the increasing number of opportunities for potential acquisitions being presented to it. The balance of the proceeds of the placing announced in August 2007, together with the additional flexibility provided by the bank facilities, enables the Company to further progress its planned corporate strategy (being the acquisition of mature, North East based owner-managed businesses in the buildings services and materials sector which demonstrate consistent profitability and positive operating cash flow). For further information please contact: St Helen's Capital Plc 6 November 2007 The Company is pleased to announce that it has appointed St Helen's Capital Plc as its sole corporate broker. Strand Partners Limited remains the Company's Nominated Adviser. For further information please contact: St Helen's Capital Plc 4 September 2007 Pursuant to the sale and purchase agreement entered into in connection with the Company's acquisition, announced on 1 June 2007, of Hastie Limited and its subsidiary, Hastie D. Burton Limited, the Board of Northern Bear has issued a further 36,733 ordinary shares of 1p each in the Company ("Ordinary Shares"), at an issue price of £1.425 per share, having a value of approximately £52,345. The shares will rank pari passu with the existing issued Ordinary Shares. Application has been made for the new Ordinary Shares to be admitted to trading on AIM which is expected to take place on 5 September 2007. Following the issue, the Company's issued and voting share capital comprises 15,924,345 Ordinary Shares. For further information please contact: 31 August 2007 As indicated on 2 August 2007, Graham Forrest (Chief Executive) has on 30 August and 31 August 2007 sold, in aggregate, 84,500 ordinary shares of 1p each in the Company ("Ordinary Shares") at between 140.9 and 144.9 pence each, following which he is interested in 2,553,014 Ordinary Shares representing 16.07 per cent of the issued share capital of the Company. In addition, Northern Bear has received notification that Kevin Gray has today sold 84,500 Ordinary Shares at 144.9 pence per share. As a result of this sale, Kevin Gray is now interested in 615,548 Ordinary Shares representing 3.87 per cent. of the issued share capital of the Company. For further information please contact: 14 August 2007 Northern Bear, the integrated North of England based building materials and services supplier, is pleased to announce that its corporate website (www.northern-bear.com) has been updated and is now compliant with Rule 26 of the AIM Rules. As well as listing all the necessary information under the new guidelines, the website offers investors a valuable and extensive source of information on the Company. The specific information required pursuant to AIM Rule 26 can be accessed at the following link on the Company’s corporate website: For further information please contact: 13 August 2007 Northern Bear is pleased to announce that at the AGM held earlier today all the resolutions that were proposed to shareholders were duly passed. For further information please contact: 2 August 2007 Introduction The board of the Company (“Board”) is pleased to announce that Northern Bear, the integrated North of England based building materials and services supplier, proposes to raise approximately £3.5 million (before expenses) by way of a placing of 2,415,250 new ordinary shares of 1p each in the Company ("Placing Shares") at a price of 145p per share (the “Placing Price”). Reasons for the Placing Since its admission to AIM on 19 December 2006, Northern Bear has completed the acquisitions of MGM Limited, Chirmarn Holdings Limited and Hastie Limited and the Board remains encouraged by the increasing number of opportunities for potential acquisitions being presented to it. Accordingly, the net proceeds of the Placing, which are expected to amount to approximately £3.15 million, will be applied to progressing the Company’s acquisition policy, being the acquisition of mature, North East based owner-managed businesses in the buildings services and materials sector which demonstrate consistent profitability and positive operating cash flow. In line with its stated strategy, the Company has negotiated non-binding heads of agreement in connection with three separate potential acquisitions. Completion of each is subject to, inter alia, a satisfactory due diligence review (which is yet to be undertaken) and to an appropriate sale and purchase agreement being negotiated and being acceptable to all relevant parties. Therefore, there can be no certainty that any or all of these potential acquisitions will proceed to completion. Current trading and dividend policy As indicated at the time of the Company’s preliminary announcement of results on 14 June 2007, the current financial year has got off to a very satisfactory start and the Board looks forward to the future with confidence. The Board remains committed to implementing a progressive dividend policy and, subject to no unforeseen circumstances arising, intends to pay an initial dividend no later than in respect of the 6 month period ending 30 September 2008. The Placing Dawnay, Day Corporate Broking (a division of Dawnay, Day Brokers Limited) and Strand Partners Limited (“Strand”), as Placing Agents, on behalf of the Company, have conditionally placed 2,415,250 Placing Shares with institutional and other investors at the Placing Price to raise net proceeds of approximately £3.15 million after total costs of approximately £0.35 million. The Placing Shares will, on admission to trading on AIM, be credited as fully paid and rank pari passu in all respects with the existing issued ordinary shares of 1p each in the Company (“Ordinary Shares”), including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after that date. Furthermore, Strand will subscribe (utilising certain of the monies payable to it by way of fees, in connection with the Placing) for 13,793 new Ordinary Shares at the Placing Price (“Strand Shares”) which will credited as fully paid and rank pari passu in all respects with the existing issued Ordinary Shares. Due to the size of the Placing relative to the Company’s existing authority to allot shares, the Placing is conditional (amongst other things) upon the passing of certain resolutions by the Company’s shareholders at an Extraordinary General Meeting (“EGM”) of the Company to be held on 30 August 2007. A circular containing a notice of the EGM is being posted to the Company’s shareholders today. Application will be made to the London Stock Exchange for the Placing Shares and the Strand Shares to be admitted to trading on AIM. It is expected that, conditional upon the passing at the EGM of the resolutions necessary to effect the Placing, dealings in the Placing Shares will commence on 31 August 2007. The Placing Shares represent approximately 17.95 per cent. of the current issued share capital of the Company . Following the Placing and the allotment of the Strand Shares there will be 15,887,612 Ordinary Shares in issue. The Placing Shares and the Strand Shares together represent approximately 15.29 per cent. of the enlarged issued share capital. The Company also announces that Graham Forrest (Chief Executive) has agreed, in principle, to sell up to 84,500 Ordinary Shares at the Placing Price (“Sale Shares”), such sale being subject to, inter alia, completion of the Placing. In the event that the sale by him of the Sale Shares proceeds to completion, Graham Forrest will have the following interest in the enlarged issued share capital:
Jon Pither, Chairman of Northern Bear, commented: "We are delighted that this placing has been completed successfully and it is gratifying to witness such high levels of demand from a variety of quality investors. This clearly illustrates their confidence in our business model and we believe that the placing makes both strategic and commercial sense as we take Northern Bear to the next stage of its development." Dawnay Day Corporate Broking (a division of Dawnay Day Brokers Ltd) 29 June 2007 In accordance with FSA's Disclosure and Transparency Rules, Northern Bear Plc ("Northern Bear" or the "Company") advises that its issued share capital comprises 13,458,569 ordinary shares of 1p each ("Ordinary Shares"). The voting rights attached to these Ordinary Shares are identical, with each share carrying one vote. The Company holds no ordinary shares in Treasury. The above figure may be used by shareholders 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 Company under the Disclosure and Transparency Rules. 19 June 2007 Northern Bear Plc ("Northern Bear" or "the Company") received notification on 18 June 2007 pursuant to the FSA Disclosure and Transparency Rules that, following acquisitions of ordinary shares of 1p each in the Company ("Ordinary Shares"), the following directors' interests in the Company's issued share capital are shown below:
Enquiries please contact:
Enquiries please contact: 14 June 2007 * Adjusted operating profit is arrived at after adding back goodwill amortisation, depreciation, share based payments and pre-flotation expenses. Consolidated profit and loss account
Consolidated balance sheet
Consolidated cash flow statement
Reconciliation of movements in shareholders' funds For the period from incorporation to March 2007
5. Net cash outflow from operating activities
6. Annual Report The Annual Report will be posted to shareholders in due course and copies will be available from the Company's registered office at Station House, Station Road, Chester le Street, County Durham, DH3 3DU. This information is provided by RNS The company news service from the London Stock Exchange 13 June 2007 Dawnay, Day will remain broker to the Company and strategic adviser in relation to future fund raising activities. Enquiries: This information is provided by RNS 1 June 2007 14 May 2007 This now enables it to implement some valuable board changes. We are pleased to announce that David Jay (53) has been appointed to the Board as Finance Director. 14 May 2007
5 February 2007 The Board of Northern Bear PLC ("Northern Bear" or "the Company") is pleased to announce the acquisition of MGM Ltd ("MGM"). MGM, based in the North East, is a provider of specialist services relating to the refurbishment of commercial and residential property and listed buildings. The directors of Northern Bear believe that this acquisition is a good strategic fit for the Company's group. In the year ended 30 April 2006, MGM reported turnover of over £6.4 million, an operating profit of £116,000 and net assets of £764,000. The consideration to be paid for the entire issued share capital of MGM is £2 million ("the Consideration"). The Consideration is to be satisfied by the payment of £1.3 million in cash from the Company's existing resources and by the allotment of 715,015 Ordinary Shares in the capital of the Company, having an approximate value of £700,000. These shares will be issued at completion and are expected to begin trading on AIM on 8 February 2007. As a result of the issue of new shares as part of the Consideration, the issued share capital of the Company will now comprise 12,008,034 Ordinary Shares of 1p each, with each share carrying the right to one vote. For further information contact: Northern Bear PLC 16 January 2007 16 January 2007 Northern Bear Plc Appointment of Director The Board of Northern Bear Plc is pleased to announce the appointment of Howard Barry Gold as a Non-executive Director. Howard, 63, is currently the Senior Partner at Mincoffs Solicitors LLP and brings a wealth of business experience and extensive legal knowledge to the Company. Listed below are the names of the companies and partnerships (including limited liability partnerships) with which Howard Gold has been a director or partner at any time in the past five years. There are no further details required to be disclosed pursuant to Rule 17 and Schedule 2, paragraph (g) of the AIM Rules. Enquiries: 21 December 2006 Northern Bear Plc ("Northern Bear" or "the Group") AIM Notice 25 - Disclosure and Transparency Rules Total Voting Rights In accordance with the Disclosure and Transparency Rules, the Group announces that it currently has in issue 11,293,019 ordinary shares of 1p each, with each share carrying the right to one vote. This company has no shares which are held in treasury. For further information, please contact: 19 December 2006 Northern Bear PLC ("Northern Bear" or "the Group"), today announces the commencement of dealings in its Ordinary Shares on the Alternative Investment Market ("AIM") of the London Stock Exchange. Northern Bear was incorporated in 2006 to centralise the strategy and finance functions of a group of otherwise autonomous building services and materials companies, each of which provides products and/or services to the construction industry and house builders within the North East of England. The Company's Nominated Adviser is Dawnay, Day Corporate Finance Limited and its Broker is Dawnay, Day Corporate Broking. Placing and Admission Statistics Reasons for Admission, the Placing and use of Funds The Company plans to use the majority of the funds raised from the Placing and to which it is entitled to progress its current acquisition policy and the Board also intends to use a proportion of the funds to pay off the deferred consideration from the acquisitions of the Acquired Subsidiaries. It is the intention of the Directors that Northern Bear will continue to make acquisitions following Admission provided that suitable target businesses can be identified. For further information: Northern Bear PLC Notes to Editors: Background The following companies were acquired, using special purpose vehicles, which now form part of the Group. Isoler was acquired by Ron Gone from its founder in November 2005. It is a specialist in passive fire protection which was incorporated in 1992 in order to provide services to the construction industry. Roof Truss was acquired by Dudley Wilson from its founders in December 2005. Roof Truss, was incorporated in 1991 and is a supplier of roof trusses to house builders in the North East of England. In July 2006 Kelmax acquired Springs Roofing. Springs Roofing is an established roofing specialist with strong client relationships in both the public and private sectors. On 1 August 2006 Maximuse acquired Wensley Roofing. Wensley Roofing is an established roofing specialist which commenced trading in 1986. It provides a range of roofing services to customers including major national house builders operating in the North East of England. In addition to the above Floor Joist was formed to complement the business of Roof Truss. Floor Joist, which began trading in October 2006, supplies floor joists to house builders in the North East of England. Northern Bear was incorporated in April 2006 and, subsequently, on 30 November 2006 the Company was re-registered as a PLC. On 6 December 2006 the Company entered into the Share Exchange Agreements to acquire Isoler, Roof Truss, Floor Joist, Springs Roofing and Wensley Roofing. Group Structure The Group comprises a holding company, Northern Bear, and ten subsidiary companies. Five of these companies are non-trading (four were incorporated to act as the holding companies of the four Acquired Subsidiaries) and the fifth is dormant. Of the five trading companies, four were existing companies which have been acquired (the Acquired Subsidiaries) and the fifth, Floor Joist, was incorporated on 9 May 2006. Each Group Company operates with a degree of autonomy, continuing to run its own administrative and accounting functions. The Group's head office controls strategy, policy, overall financial planning and consolidates the Group Companies' accounts. Principal activities of the Group Northern Bear Northern Bear was incorporated to acquire and become the holding company for a group of building services and materials companies based in the North East of England. Northern Bear is responsible for the Group's strategy, and central finance function and for consolidating the Group Companies' results. The location of the Group's premises will allow an Executive Director to visit each trading subsidiary on a weekly basis. Isoler Isoler is a specialist contractor which provides fire protection and noise reduction services to construction companies for their developments in the North East of England. Specified levels of fire protection and noise control are a requirement for new construction and redevelopment projects under the Building Regulations 1991. Isoler carries out three core activities: - Fire Stopping, through the sealing of cables, pipe work and ducting that passes through the walls, ceilings and floors of fire compartments within a building to prevent the spread of fire from compartment to compartment. - Passive Fire Protection, through the application of specialist fire resistant paint and the enclosing of steel beams with fire resistant boarding. - Acoustics, through the installation of sound insulation between floors and between walls. Roof Truss Roof Truss designs and manufactures roof trusses, supplying its clients in the North East of England from a purpose built site. Roof Truss designs its roof trusses using computer aided design to meet specifications laid down by its clients and other required standards. It supplies roof trusses to three core groups of customers, namely national house builders, builders merchants and small local builders. Roof Truss has demonstrated organic growth in the past four years and has established relationships with a number of key clients. Springs Roofing Springs Roofing is a roofing contractor based in the North East of England, specialising in roof slating, tiling and felt roofing. A large proportion of its work is carried out for government agencies and councils with particular emphasis on regeneration projects. Springs Roofing has partnership arrangements with several of its main customers, as well as having preferred contractor status with several others. Springs Roofing has been a member of the National Federation of Roofing Contractors ("NFRC") for over 20 years. The NFRC is the UK's leading trade association for the roofing industry and is widely known for the high standards of its member companies (which are achieved in part through the operation of a code of practice and a linked complaints procedure). Springs Roofing is also affiliated with the National Federation of Master Builders. Wensley Roofing Wensley Roofing provides a range of roofing services for construction projects in the North East of England. Its clients include major national house builders and local authorities. Wensley Roofing also has a division which handles specialist lead work contracts. Like Springs Roofing, Wensley Roofing is a member of the National Federation of Roofing Contractors and the National Federation of Master Builders. Wensley Roofing is also a member of the Lead Contractors Association ("LCA"), which is responsible for promoting quality standards in lead work. The LCA operates a contractor grading system (relating to standards of workmanship) and has awarded Wensley Roofing with the top grading of 'excellent'. Wensley Roofing has been awarded Investors in People status and has won several awards including NHBC awards and the Gold Standard in the Construction Skills Certification Scheme. Floor Joist Floor Joist designs and manufactures timber engineered floor joists, providing domestic flooring solutions to house builders in the North East of England and was founded in order to complement the other businesses within the Group and in particular that of Roof Truss. Potential Group Synergies The Directors believe that each of the businesses within the Group should continue to operate autonomously. Where any synergies exist, these will be explored with caution, having regard for the advantages of keeping each business independent. Due to the fact that the Group is newly formed, the Directors have yet to explore or evaluate any economies of scale relating to greater purchasing power. Corporate Strategy The Directors' objective is to continue to apply the strategy developed by the Founders. This is to acquire mature, owner-managed businesses, in the building services and materials sector, which demonstrate consistent profitability and positive operating cash flow. Preferably, each business will also have a high net profit margin which, the Directors believe, reduces the risks associated with an acquisition. Target businesses will also need to be managed by experienced management who are prepared to make a long term commitment to the business. With any proposed acquisition it is the intention that some or all of the existing management team will be retained to operate the business and key personnel will be incentivised with a performance related remuneration package and/or share incentives. Vendors who do not remain involved in an acquired business in an executive capacity will, ordinarily, be encouraged to stay with the business on a consultancy basis as the Directors often consider their expertise to be of great assistance. Northern Bear aims to satisfy the consideration for future acquisitions using a combination of cash and the issue of Ordinary Shares. The Directors believe that this consideration structure should ensure that the vendors have a significant financial interest in the continued progress of the business they have sold and the Group as a whole. The Directors believe that a growth opportunity for the Group is the need of founders and operators of small, self-contained, profitable businesses to realise all or part of their equity. They also believe that a factor for owners of possible target businesses in deciding whether to accept an offer to dispose of their business is the future of the management team who have, in some cases, been with the company for many years. The Directors believe the Group is well placed to be able to make further acquisitions of similar businesses to those of the Acquired Subsidiaries by taking advantage of the Directors' industry and professional contacts in the North East of England. In this regard, the Company has secured an option to acquire MGM, a business based in the North East of England which provides a variety of specialist services relating to the refurbishment of commercial and residential property and listed buildings. The MGM Option is exercisable solely at the discretion of Northern Bear. The Board believe that Admission to AIM will raise the profile of the Group, helping to attract future acquisition targets, as well as providing acquisition currency and liquidity in the Ordinary Shares. The equity incentives offered under the Share Options Schemes should also help the Group attract and retain experienced staff. The Company plans to use the majority of the funds raised from the Placing to progress its current acquisition policy and the Board also intends to use a proportion of the funds to pay off the deferred consideration from the acquisitions of the Acquired Subsidiaries. Board of Directors Jon Pither, Executive Chairman Graham Forrest, Chief Executive Officer Steve Roberts, Interim Finance Director Roy Stanley, Non-executive Director Marcus Yeoman, Non-executive Director, aged 43 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
