Sunday, 26 October 2014

Announcement

ASSET: HBY: Acquisition of 85% stake in Contract Resources Holdings Ltd

27 Dec 2012 08:30NZX
NZX / MEDIA RELEASE: 24 DECEMBER 2012

HELLABY HOLDINGS TO ACQUIRE 85% STAKE IN CONTRACT RESOURCES HOLDINGS LIMITED

Investment company Hellaby Holdings Limited ("Hellaby") today announced that
it has conditionally agreed to acquire an 85% majority shareholding in the
specialised industrial services company Contract Resources Holdings Limited
("Contract Resources").

The acquisition places an enterprise value (debt plus equity) on Contract
Resources of NZ$116 million. Hellaby''s 85% shareholding equates to a purchase
price of approximately NZ$73 million, exclusive of an estimated NZ$30m debt
that it is proposed be included in the acquisition vehicle, subject to
purchase price adjustments included in the Share Sale Agreement.

Hellaby is co-investing with three existing Contract Resources management
shareholders: being Chief Executive Andrew Wells and two other senior
executives, Trevor Penny and Gray Gardner, each with a 5% shareholding.

Hellaby Managing Director John Williamson said he was delighted with the
acquisition, which follows more than a year of intensive work by the Hellaby
team examining investment opportunities to enhance the existing Hellaby
portfolio.

Mr Williamson said "As Hellaby reshapes its portfolio, a key strategic
ambition is to acquire, fund and grow internationally-successful New Zealand
businesses.

Contract Resources is a New Zealand success story. With around 90% of
revenues generated offshore, it offers the portfolio and geographic
diversification we have been seeking. The company is heavily exposed to the
oil and gas sectors which Hellaby has identified as strategically attractive,
and it offers unique intellectual property."

Hellaby Chairman John Maasland said "We are proud Hellaby is facilitating
continued New Zealand ownership of this great business and we are very
encouraged that three existing management shareholders have chosen to
co-invest with us for the next expansion phase of the company."

The sellers of Contract Resources are Wellington-based investment firm
Rangatira Limited (50%) and a group of existing and former management
shareholders. The purchase is conditional on confirmatory due diligence and
the finalisation of funding within the acquisition vehicle.

Mr Williamson said Hellaby would fund the equity component of the acquisition
through existing banking facilities. Settlement is scheduled to occur on 31
March 2013, with the material conditions satisfied as soon as practicable
between January and March.
Mr Williamson said Contract Resources is expected to quickly have a positive
impact on Hellaby''s earnings.

"Contract Resources is a well-managed business which has experienced strong
revenue and profit growth in recent years, with further opportunities for
significant international expansion.

For the 12 months to 31 March 2014, it is forecast to achieve revenues of
around NZ$150 million and EBITDA greater than NZ$20 million. In the year to
30 June 2012, Hellaby generated revenues of NZ$498 million and EBITDA of
NZ$37 million.

While one-off transaction costs are likely to offset the first three months
earnings attributable to Hellaby, the acquisition will be earnings per share
accretive for the Hellaby financial year to 30 June 2014."

About Contract Resources:
Founded in New Zealand, Contract Resources is an international specialised
industrial services company, the operations of which are split into two key
service areas:
- Providing specialised niche services to oil refineries, gas processing
(LNG) and petrochemical plants through catalyst handling and specialised
mechanical services ("Catalyst Handling and Mechanical Services"), and
- A broad range of environmental and industrial services including tank
maintenance and environmental services, hydro-jetting and heat exchanger
services, pipeline services, offshore exploration and production services,
decontamination and chemical cleaning services, and industrial coatings
("Environmental and Industrial Services").

The business operates internationally, providing services in Australia (its
largest market), New Zealand, the USA, the Middle East, Asia and South
America.
The company has a blue chip client base that includes a large number of
multi-national oil and gas companies, reflecting Contract Resources''
reputation in the oil and gas sector for providing its clients a superior
technical service through highly qualified and trained staff, advanced
technology and a strict adherence to quality and safety. The ability to offer
an integrated range of specialised industrial services and a multi-skilled
workforce sets Contract Resources apart from its competitors.
More information is available on the company''s website
www.contractresources.com.

ENDS
For further information please contact:
John Williamson
Chief Executive Officer
Hellaby Holdings Limited
Phone: 09 307 6844
Mobile: 021 271 4960
Richard Jolly
Chief Financial Officer
Hellaby Holdings Limited
Phone: 09 307 6844
Mobile: 0274 976 710

About Hellaby Holdings: www.hellabyholdings.co.nz
Hellaby Holdings (''Hellaby'') is an NZX-listed investment holding company,
which owns a diversified portfolio of New Zealand and Australian industrial,
distribution and retail businesses.

Our vision is to be a leading Australasian investor, based on the value we
add to our portfolio, the returns we deliver to our shareholders and the
calibre of our people. Hellaby will generate attractive long-term shareholder
value through a combination of performance improvement and organic growth in
the businesses we own, and through smart acquisitions and divestments. We
describe this strategy simply as ''Buy, Build, Harvest''. We seek to generate
total shareholder returns superior to the NZX50 Gross Index.

We have a variable investment horizon, and our portfolio will evolve over
time. We actively manage our investments through a lean corporate office, and
decentralise leadership and performance accountabilities to our companies.
End CA:00231639 For:HBY    Type:ASSET      Time:2012-12-27 08:30:03
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