LONDON, UK: Regent Acquisitions Limited has negotiated the acquisition of TClarke plc, with both companies’ boards of directors expressing their satisfaction over the agreed terms.

The transaction will see Regent Acquisitions making a recommended cash offer for the entire issued and to be issued share capital of TClarke that is not already under the ownership of the Wider Regent Group.

TClarke plc is a United Kingdom-based engineering services company. The Company provides mechanical and electrical contracting and related services to the construction industry and end users.

As per the acquisition agreement, each TClarke shareholder, excluding members of the Wider Regent Group, is set to receive 160 pence in cash for each TClarke share held. Additionally, shareholders are entitled to a final dividend of 4.525 pence per share for the financial year ending 31 December 2023, known as the “Permitted Dividend.”

The Permitted Dividend was announced on 15 March 2024, and shareholders registered by the record date will be eligible to receive this dividend. The payment, subject to approval at the TClarke Annual General Meeting (AGM), is scheduled for 7 June 2024, which is a week earlier than the previously announced date.

The offer places the value of TClarke at approximately £90.56 million, translating to a multiple of roughly 11.64 times TClarke’s earnings per share (EPS) for the twelve months ended 31 December 2023. The consideration also represents a significant premium over recent share prices, including a 28.00% increase over the closing price on 15 April 2024, and over 27% above the volume-weighted average prices for the three and six-month periods ending on the same date.

The acquisition is proposed to be carried out through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. However, Regent retains the option to pursue the acquisition via a Takeover Offer, with the consent of the Takeover Panel and in accordance with the terms of the Co-operation Agreement.

Commenting on the Acquisition, Deep Valecha, CEO of Regent, said: “TClarke is a business we have long admired since we started to invest in 2018. It is well run, has a strong culture helped by a commitment to a well-established apprentice scheme which offers career progression and a high degree of staff loyalty. Given our admiration for TClarke, as part of our plans, we would like TClarke to continue its business in the manner in which it has been conducted. We will support the management team in their ambitions to strengthen the balance sheet, and continue to grow the business.

I am excited by the opportunities this new chapter present for TClarke to pursue its long-term strategies to drive sustainable growth and innovation and explore new initiatives.”

Commenting on the Acquisition, Iain McCusker, Chairman of TClarke, said: “After careful consideration and extensive discussions, I am pleased that the TClarke Board have agreed to recommend that our shareholders accept the offer made by Regent.

The TClarke Board considers that the terms of the offer are fair and that the Acquisition presents an opportunity for TClarke Shareholders to achieve an attractive premium to the current share price and the Consideration represents a premium of approximately 31.1 per cent. to the placing share price of 122 pence per TClarke Shares on 26 July 2023.

I would like to express my gratitude to all stakeholders and for the dedication and hard work of the TClarke employees whose contributions have played a pivotal role in our success so far. I am confident that together, with the support of Regent Acquisitions Limited, we will achieve even more in the years ahead.”

Commenting on the Acquisition, Mark Lawrence, Chief Executive of TClarke, said: “I am pleased to share this exciting news regarding the future of TClarke. In addition to presenting an attractive premium for TClarke Shareholders, this transaction presents tremendous opportunities for TClarke to chart its own course as part of a larger group with significant financial strength, flexibility and autonomy as TClarke continues to pursue its long-term strategies that will drive sustainable growth and innovation.

This new chapter in our journey opens doors to explore bold initiatives and opportunities that may not have been feasible in the past. I am delighted that Regent understands and appreciates the strengths of the business and will be supporting our ambitions to further develop the TClarke Group as we move forward.

The Acquisition will allow us to prioritise initiatives that create lasting value for our customers, employees and stakeholders. Our commitment to excellence, integrity and customer satisfaction remains unwavering.”

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