A revised Business Purchase Agreement (‘BPA’) has now been signed with the Special Managers and Provisional Liquidators acting on behalf of the relevant Carillion subsidiaries. The agreement covers substantially all of the assets that were the subject of the previous agreement. Upon the receipt by the Special Managers and Provisional Liquidators of the requisite third party consents, each individual contract will be transferred to Serco on a cash-free, debt‑free basis, with the consideration to be paid in instalments and to be satisfied using Serco’s existing financing facilities.
If all the contracts are transferred to Serco under the revised BPA process, the total consideration payable would be £29.7m. The potential revenues and profitability of the contracts being transferred under the BPA are substantially unchanged from those indicated in our announcement of the 13 December 2017; the change in consideration reflects Serco’s re-evaluation of potential liabilities, indemnities, warranties and the additional working capital investment required as a result of Carillion’s liquidation.
As already noted, Serco will only include the effect of the transaction within its financial forecasts once there is certainty regarding the necessary consents for each contract. Serco will continue to work with all relevant parties to seek to give effect to achieving the transfers.
Further updates will be provided when appropriate.