Interserve was a British
construction
Construction are processes involved in delivering buildings, infrastructure, industrial facilities, and associated activities through to the end of their life. It typically starts with planning, financing, and design that continues until the a ...
and support services business based in
Reading, Berkshire
Reading ( ) is a town and borough in Berkshire, England, and the county town of Berkshire. It is the United Kingdom's largest town, with a combined population of 355,596. Most of Reading built-up area, its built-up area lies within the Borough ...
, which went into administration in 2019 and was formally wound up in 2022. In 2019 the group generated
revenue
In accounting, revenue is the total amount of income generated by the sale of product (business), goods and services related to the primary operations of a business.
Commercial revenue may also be referred to as sales or as turnover. Some compan ...
of £2.2 billion and had a
workforce
In macroeconomics, the workforce or labour force is the sum of people either working (i.e., the employed) or looking for work (i.e., the unemployed):
\text = \text + \text
Those neither working in the marketplace nor looking for work are out ...
of 34,721 people.
The company was founded in 1884 as the London and Tilbury Lighterage Company Limited. From 1991, it was known as Tilbury Douglas following a merger with RM Douglas, but in 2001 it rebranded as Interserve plc. The name change partly reflected a shift in focus during the 1990s towards
maintenance
The technical meaning of maintenance involves functional checks, servicing, repairing or replacing of necessary devices, equipment, machinery, building infrastructure and supporting utilities in industrial, business, and residential installa ...
and
facilities management
Facility management or facilities management (FM) is a professional discipline focused on coordinating the use of space, infrastructure, people, and organization. Facilities management ensures that physical assets and environments are managed effe ...
services sectors, and this continued in the 2000s, buoyed by further acquisitions.
However, financial issues including problem contracts in Interserve's
energy-from-waste business led to profit warnings in 2017. The company was forced to restructure and refinance in March 2018. After its financial situation worsened in late 2018, debt holders discussed further financial restructuring of the business. A debt-for-equity plan was rejected in March 2019, and Interserve plc went into
administration
Administration may refer to:
Management of organizations
* Management, the act of directing people towards accomplishing a goal: the process of dealing with or controlling things or people.
** Administrative assistant, traditionally known as a se ...
owing creditors over £100m. In a
pre-pack deal, the rest of the group was immediately sold to a newly incorporated company owned by lenders, Interserve Group Ltd, and a break-up of the company followed. Interserve's facilities management business was sold to
Mitie in December 2020, and
RMD Kwikform was sold in October 2021 to France's Altrad.
In March 2021, Interserve resurrected the Tilbury Douglas brand for its construction and engineering services businesses. Interserve plc was formally wound-up in the High Court in January 2022. In June 2022,
Tilbury Douglas fully separated from Interserve Group and became a standalone construction contracting company. Some smaller assets are expected to be sold before Interserve Group is finally shut down in 2024. In October 2022, Interserve was fined £4.4 million for a breach of data protection law in May 2020.
History
Maritime origins – 1880s–1945
Interserve could trace its origins to 1884, when the London and Tilbury Lighterage Company Limited was formed to transfer
goods
In economics, goods are anything that is good, usually in the sense that it provides welfare or utility to someone. Alan V. Deardorff, 2006. ''Terms Of Trade: Glossary of International Economics'', World Scientific. Online version: Deardorffs ...
by
sailing barge to and from
ships on the
River Thames
The River Thames ( ), known alternatively in parts as the The Isis, River Isis, is a river that flows through southern England including London. At , it is the longest river entirely in England and the Longest rivers of the United Kingdom, s ...
,
London
London is the Capital city, capital and List of urban areas in the United Kingdom, largest city of both England and the United Kingdom, with a population of in . London metropolitan area, Its wider metropolitan area is the largest in Wester ...
,
England
England is a Countries of the United Kingdom, country that is part of the United Kingdom. It is located on the island of Great Britain, of which it covers about 62%, and List of islands of England, more than 100 smaller adjacent islands. It ...
.
[Interserve History]
Company website Retrieved 11 March 2013 In 1888 the company expanded into
dredging, securing a
contract
A contract is an agreement that specifies certain legally enforceable rights and obligations pertaining to two or more parties. A contract typically involves consent to transfer of goods, services, money, or promise to transfer any of thos ...
with the
Port of London (PLA) to remove dredged ballast.
[ The company changed its name several times, eventually operating for 56 years as Tilbury Contracting and Dredging Company Limited (TCDC) from 1908.][ Several of the company's vessels were requisitioned for war duties during ]World War I
World War I or the First World War (28 July 1914 – 11 November 1918), also known as the Great War, was a World war, global conflict between two coalitions: the Allies of World War I, Allies (or Entente) and the Central Powers. Fighting to ...
where they took part in various military campaign
A military campaign is large-scale long-duration significant military strategy plan incorporating a series of interrelated military operations or battles forming a distinct part of a larger conflict often called a war. The term derives from th ...
s including in the Dardanelles
The Dardanelles ( ; ; ), also known as the Strait of Gallipoli (after the Gallipoli peninsula) and in classical antiquity as the Hellespont ( ; ), is a narrow, natural strait and internationally significant waterway in northwestern Turkey th ...
, Archangel and the Persian Gulf
The Persian Gulf, sometimes called the Arabian Gulf, is a Mediterranean seas, mediterranean sea in West Asia. The body of water is an extension of the Arabian Sea and the larger Indian Ocean located between Iran and the Arabian Peninsula.Un ...
.[Tilbury Contracting and Dredging Company Limited]
Thames Tugs History Website Retrieved 7 March 2013 Lightering gradually declined due to the increase of road traffic, and dredging became the mainstay of the company.[List of Companies company profile]
Retrieved 7 March 2013 In 1938 the company's lighterage fleet was amalgamated with vessels owned by W H J Alexander Limited and Tate and Lyle Limited to form Silvertown Services Limited[ and TCDC severed its links with its original business activity.][
In ]World War II
World War II or the Second World War (1 September 1939 – 2 September 1945) was a World war, global conflict between two coalitions: the Allies of World War II, Allies and the Axis powers. World War II by country, Nearly all of the wo ...
, many of the company's fleet of tugs were again requisitioned, controlled by the Royal Navy
The Royal Navy (RN) is the naval warfare force of the United Kingdom. It is a component of His Majesty's Naval Service, and its officers hold their commissions from the King of the United Kingdom, King. Although warships were used by Kingdom ...
examination service,[ where they were used to patrol harbour and river entrances. TCDC tugs and barges][ were also represented within the merchant marine fleet that took part in Operation Dynamo, commonly known as the Dunkirk evacuation. In June 1944, company tug ''Danube VI'' participated in Operation Neptune, the D-Day invasion of Normandy, known as the ]Normandy landings
The Normandy landings were the landing operations and associated airborne operations on 6 June 1944 of the Allies of World War II, Allied invasion of Normandy in Operation Overlord during the Second World War. Codenamed Operation Neptune and ...
by towing the 'Phoenix' ( mulberry harbour breakwater units) and 'Whale' (floating roadway units that connected the mulberry harbour pier heads to the landing beaches), as well as ammunition barges from Littlehampton across the English Channel to the Normandy beachhead.[ Company tug ''Danube V'' took part in pipelaying activities during July 1944, as part of ]Operation Pluto
Operation Pluto (Pipeline Under the Ocean or Pipeline Underwater Transportation of Oil, also written Operation PLUTO) was an operation by British engineers, oil companies and the British Armed Forces to build oil Pipeline transport, pipelin ...
,[ which brought together British scientists, oil companies and the ]armed forces
A military, also known collectively as armed forces, is a heavily armed, highly organized force primarily intended for warfare. Militaries are typically authorized and maintained by a sovereign state, with their members identifiable by a ...
in the construction of undersea oil pipelines under the English Channel between England and France to transport fuel supplies to Allied forces on the Europe
Europe is a continent located entirely in the Northern Hemisphere and mostly in the Eastern Hemisphere. It is bordered by the Arctic Ocean to the north, the Atlantic Ocean to the west, the Mediterranean Sea to the south, and Asia to the east ...
an continent
A continent is any of several large geographical regions. Continents are generally identified by convention (norm), convention rather than any strict criteria. A continent could be a single large landmass, a part of a very large landmass, as ...
.
Post-war civil engineering and contracting – 1945–1990s
As the UK sought to rebuild infrastructure after World War II, the company established a civil engineering
Civil engineering is a regulation and licensure in engineering, professional engineering discipline that deals with the design, construction, and maintenance of the physical and naturally built environment, including public works such as roads ...
capability in the 1940s to participate in this activity; together with building these had become the company's focus by the 1960s.[ In 1964, a Port of London Authority dredging contract ended, 76 years after it was first awarded, and the company ceased to operate as a dredging contractor in the UK.][ In 1965 the remaining fleet of dredging vessels was sold to Westminster Dredging Company Limited.][ The company, by then named Tilbury Contracting Group Limited,][ applied for admission of its shares onto the London Stock Exchange and trading commenced on 12 October 1966.][
In 1991 Tilbury acquired RM Douglas, another construction and civil engineering business, the combined business becoming known as Tilbury Douglas.][ Although both groups had a UK-wide presence, the rationale of the acquisition was that the two companies complemented each other. Tilbury Group was headquartered in Reading and predominantly involved in building work in the South of England and in Scotland, while R M Douglas was headquartered in ]Birmingham
Birmingham ( ) is a City status in the United Kingdom, city and metropolitan borough in the metropolitan county of West Midlands (county), West Midlands, within the wider West Midlands (region), West Midlands region, in England. It is the Lis ...
and its strongest regional presence was in the Midlands and the North of England with a strong bias towards civil engineering projects. In common with many major national and regional contractors in the post-war
A post-war or postwar period is the interval immediately following the end of a war. The term usually refers to a varying period of time after World War II, which ended in 1945. A post-war period can become an interwar period or interbellum, ...
period, R M Douglas successfully bid for work in the construction of airfields and motorways where it completed various UK motorway building projects in the 1960s, 1970s and 1980s.
The acquisition of Douglas also brought with it the construction equipment company Rapid Metal Developments (RMD) a formwork and falsework manufacturer incorporated in 1948, together with joint venture
A joint venture (JV) is a business entity created by two or more parties, generally characterized by shared ownership, shared returns and risks, and shared governance. Companies typically pursue joint ventures for one of four reasons: to acce ...
s in Oman
Oman, officially the Sultanate of Oman, is a country located on the southeastern coast of the Arabian Peninsula in West Asia and the Middle East. It shares land borders with Saudi Arabia, the United Arab Emirates, and Yemen. Oman’s coastline ...
(Douglas OHI) and United Arab Emirates
The United Arab Emirates (UAE), or simply the Emirates, is a country in West Asia, in the Middle East, at the eastern end of the Arabian Peninsula. It is a Federal monarchy, federal elective monarchy made up of Emirates of the United Arab E ...
(Khansaheb), both of which were initially established by Douglas in 1981.[ This expanded the geographical coverage of the company to the ]Middle East
The Middle East (term originally coined in English language) is a geopolitical region encompassing the Arabian Peninsula, the Levant, Turkey, Egypt, Iran, and Iraq.
The term came into widespread usage by the United Kingdom and western Eur ...
and this presence was further strengthened by the establishment of a joint venture in Qatar
Qatar, officially the State of Qatar, is a country in West Asia. It occupies the Geography of Qatar, Qatar Peninsula on the northeastern coast of the Arabian Peninsula in the Middle East; it shares Qatar–Saudi Arabia border, its sole land b ...
(Gulf Contracting Company).
A series of acquisitions and disposals in the late 1990s and 2000 moved the group's focus away from property development and housebuilding, as it sought to build presence in the maintenance
The technical meaning of maintenance involves functional checks, servicing, repairing or replacing of necessary devices, equipment, machinery, building infrastructure and supporting utilities in industrial, business, and residential installa ...
and facilities management
Facility management or facilities management (FM) is a professional discipline focused on coordinating the use of space, infrastructure, people, and organization. Facilities management ensures that physical assets and environments are managed effe ...
sectors, though it retained a strong presence in traditional construction contracting. Acquisitions included electrical engineering contractor J R Williams in 1997, the facilities management and engineering services business How Group purchased for £46m in 1998, the £75m takeover of industrial and equipment services specialist Bandt Group in 1999 and, in a £75m purchase, facilities management company Building and Property, responsible for providing accommodation and property services to government departments.
During this period the company disposed of its Scottish housebuilding business to Persimmon plc, diminishing the significance of revenues from traditional construction contracting workstreams, with the newly diversified group now earning significant revenue through its facilities management and maintenance capability, which are otherwise known as support services provision.[ To reflect this change in the company's business profile, it successfully applied in 2000 to the ]London Stock Exchange
The London Stock Exchange (LSE) is a stock exchange based in London, England. the total market value of all companies trading on the LSE stood at US$3.42 trillion. Its current premises are situated in Paternoster Square close to St Paul's Cath ...
to relinquish its listing within the construction sector of the market, but to re-list within the support services sector on the FTSE market list.[ To reflect this change it renamed itself Interserve in 2001.][
]
Interserve expansion – 2000s
On 2 May 2006 Interserve acquired MacLellan, another support services business for £118m. After re-structuring to accommodate the acquisition, Interserve announced it had discovered accounting irregularities in its Industrial Services business - an announcement that saw its share price fall by 14%. This decline led to threats of legal action by former MacLellan shareholders, who had accepted shares in Interserve as part of the acquisition and saw the value of their holdings dramatically drop. The company was also forced to delay the official publication of its interim results to investors, so as "to verify the adjustment needed" as it sought to reconcile the misstatements.
In 2007 the group acquired a 49% stake in the Qatar-based Madina Group.[ In 2008 Interserve expanded into markets in Abu Dhabi and Northern Europe.][
]
Further acquisition activity – 2010s
Interserve announced in November 2010 that it had acquired the US formwork and shoring business CMC Construction Services in a deal worth £22 million. On 25 February 2011 the company emerged as a bidder for fellow support services provider, Mouchel, as Interserve aimed to "target the rapidly growing market for fully integrated outsourcing services." Interserve had approached the target with an offer believed to be in the region of £191m, or 170p per share; Mouchel had previously rejected two bids from Costain. However, after conducting due diligence on the consulting group, Interserve reduced its indicative offer to a reported £151m, or 135p per share, and this was subsequently rejected. Interserve did not progress the bid and no formal offer was tabled.
On 4 May 2012 the company acquired "Welfare-to-work" provider Business Employment Services Training (BEST), a UK provider of training
Training is teaching, or developing in oneself or others, any skills and knowledge or fitness that relate to specific useful competencies. Training has specific goals of improving one's capability, capacity, productivity and performance. I ...
and development for job-seekers and employers. Then on 12 October 2012 Interserve announced that it had sold its stakes in some UK private finance initiative hospitals, schools and prisons for £90m. Dalmore Capital Fund, a UK infrastructure fund, agreed to buy 19 of the PFI investments, which generated £4.6m profits for the group in 2011. The ''Financial Times'' reported the sale as including "the stakes are five in hospitals – including University College London, Carlisle and Newcastle – five in schools, two in prisons and several in defence establishments." On 18 December 2012 it was announced that the company had acquired Advantage Healthcare, a leading UK provider of healthcare
Health care, or healthcare, is the improvement or maintenance of health via the preventive healthcare, prevention, diagnosis, therapy, treatment, wikt:amelioration, amelioration or cure of disease, illness, injury, and other disability, physic ...
at home services for £26.5m in cash. Then on 7 January 2013 the organisation announced the acquisition of The Oman Construction Company for a cash consideration of $34.1m.
On 28 February 2014, the company acquired Initial Facilities from Rentokil Initial for £250m. In October 2014, Interserve benefitted from the UK Government's privatisation of the probation
Probation in criminal law is a period of supervision over an offence (law), offender, ordered by the court often in lieu of incarceration. In some jurisdictions, the term ''probation'' applies only to community sentences (alternatives to incar ...
sector, securing contracts to run criminal justice services in five areas.
Financial difficulties – 2017-2019
On 14 September 2017, Interserve reported additional costs associated with quitting the energy-from-waste (EfW) sector. In February 2017, these costs were revised from £70m to £160m; in September 2017, the figure had risen "significantly" but no new estimate was given (in March 2018, the developer of a Glasgow
Glasgow is the Cities of Scotland, most populous city in Scotland, located on the banks of the River Clyde in Strathclyde, west central Scotland. It is the List of cities in the United Kingdom, third-most-populous city in the United Kingdom ...
EfW plant said it was in "ongoing" discussions with Interserve after costs rose by £95m to £250m, with Viridor contractually entitled to recover incremental costs from Interserve.) The company's lenders, including HSBC
HSBC Holdings plc ( zh, t_hk=滙豐; initialism from its founding member The Hongkong and Shanghai Banking Corporation) is a British universal bank and financial services group headquartered in London, England, with historical and business li ...
and Royal Bank of Scotland
The Royal Bank of Scotland Public Limited Company () is a major retail banking, retail and commercial bank in Scotland. It is one of the retail banking subsidiaries of NatWest Group, together with NatWest and Ulster Bank. The Royal Bank of Sco ...
, called in accountants EY to advise, while the company appointed a new finance director, Mark Whiteling, to work alongside Debbie White, CEO from 1 September 2017. On 19 October, the firm was reported to be "battling for survival" after warning it would breach bank loan covenants; shares slumped 38% to 55p, valuing the company at just £80m, before recovering to close at 65p.
On 20 October 2017, the company was awarded a £227 million contract to provide facilities management services to the Department for Work and Pensions
The Department for Work and Pensions (DWP) is a Departments of the Government of the United Kingdom, ministerial department of the Government of the United Kingdom. It is responsible for welfare spending, welfare, pensions and child maintenance ...
. On 13 November, Interserve was set to axe 200 jobs in a cost-cutting drive, with further job losses expected.
On 14 December 2017, it was reported that Interserve had secured £180m in short-term funding from its banks and had pushed back the test date for compliance with loan covenants to March 2018. Interserve also appointed a rescue specialist, Scott Millar, as chief restructuring officer. On 10 January 2018, Interserve warned that its debt was set to rise above £513m at the year-end due to redundancy costs and cash outflows from its legacy EfW projects. Following the January 2018 collapse of Carillion, the ''Financial Times
The ''Financial Times'' (''FT'') is a British daily newspaper printed in broadsheet and also published digitally that focuses on business and economic Current affairs (news format), current affairs. Based in London, the paper is owned by a Jap ...
'' said Interserve was being monitored by the UK Government; the report led to a 15% drop in Interserve's share price, later largely recouped - a market analyst said: "in the case of Interserve the arithmetic doesn't look anything like as bad as Carillion". Market uncertainty following Carillion's liquidation continued, partly fuelled by a 30 January profits warning by Capita, after which Interserve's share price dropped nearly 20%.
On 12 February 2018, accountancy firm Deloitte was drafted in advise ministers on public sector contracts held by Interserve. On 21 February, Interserve announced it was closing its power lines business, putting over 70 staff at risk of redundancy. Three days later, Interserve was said to be struggling to agree a debt refinancing deal because Carillion's liquidation had spooked lenders; Interserve denied the talks had stumbled. On 26 February, Interserve's share price fell 12% to close at 57p. On 3 March, Emerald Investment Partners, the family firm of Punch Taverns founder Alan McIntosh, acquired £140m of Interserve debts on secondary markets in a bid to save the company. Interserve was reported to have cut 500 administrative staff in the last quarter and to be planning a further 1,000 job losses by the end of 2018. On 8 March, a series of equity swap deals bolstered Interserve's share price; the following day Interserve put its stake in the £200m Haymarket development in Edinburgh
Edinburgh is the capital city of Scotland and one of its 32 Council areas of Scotland, council areas. The city is located in southeast Scotland and is bounded to the north by the Firth of Forth and to the south by the Pentland Hills. Edinburgh ...
up for sale to help reduce its near £600m debts.
2018 financial restructuring
On 21 March 2018 Interserve announced it had agreed commercial terms with its main bankers for extra cash facilities of £197m and fresh bonding facilities up to £95m. Lenders agreed a further 30-day extension for completion of the refinancing paperwork (concluded on 27 April). The refinancing news drove shares up almost 26% to 87.9p. However, the share price tumbled 13% in early trading on 30 April after Interserve reported a £244m loss for 2017, with debts almost doubled from £274m to £502.6m; analysts anticipated a possible sell-off of Interserve's international support services and construction divisions. On 11 May, Interserve said it would be investigated by the Financial Conduct Authority
The Financial Conduct Authority (FCA) is a financial regulatory body in the United Kingdom. It operates independently of the UK Government and is financed by charging fees to members of the financial services industry. The FCA regulates financi ...
with regard to handling of inside information and market disclosures regarding its EfW business. On 31 May, the operator of the Glasgow EfW scheme claimed Interserve owed £69m in additional costs; in November 2018, Viridor said it expected to receive at least £64m from Interserve.
Interserve reported its half-year results on 7 August 2018. These showed a pre-tax loss of £6m, said 470 jobs were lost, and showed revenue dipping to £1,488m from £1,647m. Legacy EfW contracts dragged results down, but Interserve aimed to complete and hand over problem EfW contracts by the end of 2018 (in January 2019, '' New Civil Engineer'' reported that handover would happen in the first half of 2019). The business suffered a £6.6m loss from exiting the London construction business, and incurred £10.8m in restructuring costs and £32.1m in 'professional adviser fees' in connection with its refinancing. Net debt at 30 June was £614.3m, with Interserve expected to pay £80m in interest costs in 2018.
On 13 November 2018, concerns about an EfW project in Derby
Derby ( ) is a City status in the United Kingdom, city and Unitary authorities of England, unitary authority area on the River Derwent, Derbyshire, River Derwent in Derbyshire, England. Derbyshire is named after Derby, which was its original co ...
led to a 30% slide to a 34-year low (29p) in Interserve's share price, though it later ended down just 10% on the day. A critic blamed its problems on ill-timed acquisitions, expansion into areas (probation, healthcare, EfW) where it had no experience, and a weak balance sheet
In financial accounting, a balance sheet (also known as statement of financial position or statement of financial condition) is a summary of the financial balances of an individual or organization, whether it be a sole proprietorship, a business ...
(of £427.4m intangibles on its balance sheet, £372.9m was goodwill). In a 23 November trading update, CEO Debbie White said the group would unveil plans to tackle its debt mountain in early 2019 after revealing year-end net debt would be worse than expected, up to £625m-£650m due to additional cash outflows on EfW projects and slow payments in Middle Eastern markets. The news pushed down shares 9% (closing at 33p), and there was further pressure on 26 November when West Yorkshire Police said it would be seeking compensation for faults in construction of custody suites in Leeds
Leeds is a city in West Yorkshire, England. It is the largest settlement in Yorkshire and the administrative centre of the City of Leeds Metropolitan Borough, which is the second most populous district in the United Kingdom. It is built aro ...
and Wakefield. Interserve shares closed on 30 November down 6.5% at 28p. The share price slide continued into December (closing at 21p on 4 December), after, in ''Building
A building or edifice is an enclosed Structure#Load-bearing, structure with a roof, walls and window, windows, usually standing permanently in one place, such as a house or factory. Buildings come in a variety of sizes, shapes, and functions, a ...
'', Specialist Engineering Contractors Group CEO Rudi Klein advised members not to work for Interserve if possible.
Failed 2019 financial restructuring
On 7 December 2018, Interserve was reported - for the second time in 2018 - to be in rescue refinancing talks, with banks and other debt holders (including RBS, HSBC, BNP Paribas, Emerald Asset Management and Davidson Kempner Capital) preparing to incur losses in a debt-for-equity swap that would see public shareholders virtually wiped out. On 10 December, Interserve confirmed its deleveraging plan could result in "material dilution" for current Interserve shareholders; shares dived, eventually closing 53% down at 11.5p. Fearing problems similar to those faced by clients after Carillion collapsed, the Labour Party urged the Government to bar Interserve from bidding for public contracts, but the Cabinet Office insisted Interserve was different from Carillion. Meanwhile, Interserve announced a £25m contract win at a Welsh hospital.
Restructuring options included spinning off the £250m building materials unit RMD Kwikform to lenders, leaving the remainder of Interserve as a more focused support services business. The core principles of the deleveraging plan were reported to have been conditionally agreed between Interserve and its lenders on 21 December 2018, but negotiations continued through January 2019, with the deal, excluding sale of RMD Kwikform, reported to be close to announcement on 3 February. The Cabinet Office reportedly objected to any deal involving selling RMD Kwikform, believing this would render the remainder of the business almost worthless, making it difficult to continue awarding contracts to the company.
On 6 February, Interserve announced it had agreed a deleveraging deal with its lenders: it planned to raise £480m through a new share issue (accounting for 97.5% of the total issued share capital), reducing debts from over £600m to £275m, and retaining RMD Kwikform in the group. The plan was subject to approval by Interserve's shareholders, but Interserve was "actively preparing alternative plans" in case that approval was not given; administration
Administration may refer to:
Management of organizations
* Management, the act of directing people towards accomplishing a goal: the process of dealing with or controlling things or people.
** Administrative assistant, traditionally known as a se ...
remained a possibility. One major shareholder, hedge fund Coltrane Asset Management, while supportive of the CEO, requisitioned an extraordinary general meeting (EGM) calling for the removal of eight other directors; another shareholder, Farringdon Capital Management, also voiced opposition to the proposed rescue plan. On 14 February, it was reported that blocking the deleveraging plan and removing key board members could trigger an immediate £66m repayment to lenders, weakening Interserve's financial position still further. On 20 February, Coltrane had grown its stake and now held 27.7% of Interserve's voting rights through publicly traded shares. In view of shareholders' opposition, on 22 February lenders were reported to be amending the debt-for-equity proposals so that existing shareholders would own 5% of Interserve. However, an alternative Coltrane proposal (retaining a 10% equity share for shareholders) had also been put to Interserve, while EY had been put on standby to act as administrator. The proposals were to be subject to an EGM vote on 26 March, later brought forward to an AGM vote on 15 March.
On 27 February, Interserve announced its financial results for the year to 31 December 2018, recording a pre-tax loss of £111.5m on a turnover of £2904m (down 10.7% due to a drop in UK construction activity and tighter bidding criteria). Net debt increased to £631.2m, and the company warned: "successful implementation of the Deleveraging Plan is critical to our future." Professional fees for the 2018 refinancing totalled £43m with a further £33m set to be paid in connection with the deleveraging plan. A further £12.6m in losses on problem EfW contracts brought the total loss to date to £229.2m.
Coltrane remained opposed to the deleveraging plan, angered by expenditure on the plans and by directors' reluctance to invest in new shares. Interserve's £90m expenditure on fees (to investment bank Rothschild investment bank, broker Numis, lawyers Ashurst LLP and Slaughter and May
Slaughter and May is a British law firm headquartered in London, England. Founded in 1889, it has offices in Beijing, Brussels and Hong Kong in addition to London.
History
Slaughter and May was founded on 1 January 1889 by William Capel Slaug ...
, accountant Grant Thornton and PR firm Tulchan) was said to be equivalent to the cash the firm would have if its restructuring plan was successful with shareholders. Coltrane called the sell-off to fund debts "an obscenity," and, on 4 March, submitted a revised financial rescue plan (giving 55% of the company to creditors, leaving shareholders with 37.5%) and told directors to stop advocating rival proposals put forward by the company's lenders (Coltrane later threatened legal action against Interserve's directors to hold them personally accountable for the company's losses). However, the Interserve board rejected this proposal, while lenders lined up a precautionary ' pre-pack administration' that would wipe out existing shareholders but keep Interserve operating if the deleveraging plan was not approved.
On 11 March, lenders tried a last-ditch effort to win shareholder support by increasing the amount of equity retained by shareholders to 7.5%, but this was not backed by Interserve's board which urged support for the deleveraging plan offering shareholders 5%. Coltrane warned Interserve's prospective administrator against arranging a pre-pack insolvency deal, demanding rigorous and comprehensive marketing, and holding out the prospect that Coltrane might acquire the company from the insolvency process.
Administration – 2019–2022
At the 15 March AGM, the deleveraging plan was rejected by shareholders, and trading in the company's shares was suspended. Interserve's board confirmed it had applied for the parent company to be placed into administration, and said it was pursuing the pre-pack option. The board later announced the group had been sold to a new company, to be called Interserve Group Ltd, controlled by Interserve's existing lenders.
The administration and pre-pack process meant banks wrote off up to £800m in loans, while Coltrane, Farringdon and around 16,000 small shareholders all lost their investments. Unions and others expressed concern about the government's continued awarding of contracts to Interserve during its financial troubles, but a Cabinet Office spokesperson said its processes and financial check had been robust, adding: "The refinancing process that Interserve executed led to the smooth continuation of public services and safeguarded thousands of jobs." However, around 200 firms that provided IT, HR and property management services to Interserve plc risked not being paid. EfW client Viridor repeated its claim that, despite the administration, the still operating Interserve Construction owed £64m for work on its Glasgow plant; in November 2019, Viridor issued arbitration proceedings to reclaim £72m. In June 2019, it was reported that Interserve had collapsed owing creditors over £100m.
Rival outsourcing firms including Mitie, Serco and Sodexo
Sodexo (formerly Sodexho Alliance) is a French food services and facilities management company headquartered in the Paris suburb of Issy-les-Moulineaux. It has 522,000 employees as of 2023, operates in 55 countries and serves 100 million custome ...
were reported to be considering bids to acquire Interserve's core support services business, valued by lenders at around £300m. Mitie was repeatedly reported to be considering a bid of about £100m for the support services arm, which employs about 40,000 of the Interserve group's 45,000-strong UK workforce.
In April 2019, the Financial Reporting Council launched an investigation into auditor Grant Thornton's work on Interserve's financial statements for the years 2015, 2016 and 2017 (Grant Thornton and the partner involved were fined £1.3m by the FRC in 2021 for 'scepticism failure'). Interserve announced that Mark Whiteling, chief financial officer since September 2017, would be leaving the company; and a dispute with Sandwell MBC over allegedly defective Interserve-built school buildings was reported. In June 2019, chairman Glyn Barker was reported to be preparing to step down, with Alan Lovell named as his successor in July 2019.
In July 2019, Interserve's partner on the Derby EfW project, Renewi, said it was resigned to having its contract terminated, with the plant's handover more than two years late. Renewi said it had a £11.6m claim against Interserve. Derbyshire and Derby City Council
Derby City Council is the Local government in England, local authority for the City status in the United Kingdom, city of Derby, in the ceremonial county of Derbyshire in the East Midlands region of England. Derby has had a council from medieval ...
said they were preparing to cancel the £950m waste management contract, which was formally terminated in early August 2019. The councils later (November 2021) considered scrapping the facility.
In November 2019, Interserve announced an operational restructuring of the business; as a result, CEO Debbie White would leave the business, with CFO Mark Morris assuming some of her responsibilities. A City analyst said that the restructuring "looks like a precursor to the future splitting up the group." In March 2020, auditors red-flagged Interserve's finances as the company planned to break up its businesses.
In April 2020, the period of administration of Interserve plc was extended. Disposal of Interserve plc's 49% stake (valued in 2018 at £2.7m) in a Qatari business was delayed due to the COVID-19 pandemic
The COVID-19 pandemic (also known as the coronavirus pandemic and COVID pandemic), caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2), began with an disease outbreak, outbreak of COVID-19 in Wuhan, China, in December ...
restrictions in Qatar
Qatar, officially the State of Qatar, is a country in West Asia. It occupies the Geography of Qatar, Qatar Peninsula on the northeastern coast of the Arabian Peninsula in the Middle East; it shares Qatar–Saudi Arabia border, its sole land b ...
, so administrator EY was granted a two-year extension until March 2022. EY said secured creditors of Interserve plc, owed around £65.2m, were not expected to receive any payout from the administration.
Group break-up
In June 2020, Mitie announced it was to buy Interserve's 40,000-strong facilities management business in a cash and shares deal initially worth £271m, later valued at £190m (£120m in cash and a 17.5% shareholding in Mitie). The deal, cleared by competition authorities in November 2020, had to be ratified by Mitie's shareholders and was expected to be completed by the end of November 2020, leaving Interserve focused on three remaining divisions: Interserve Construction, RMD Kwikform, and its Citizen Services group of businesses. The acquisition was confirmed as completed on 1 December 2020.
On 2 March 2021, Interserve announced it was rebranding its construction and engineering services businesses, resurrecting the Tilbury Douglas name. Its Citizen Services business, providing community rehabilitation services in five UK areas, was renationalised by the Ministry of Justice on 24 June 2021 as part of the UK Government’s new model of probation delivery. On 6 October 2021, it was reported that RMD Kwikform was set to be sold to France's Altrad group for over £140m - a sale confirmed the following day.
In January 2022, Kier Group was reported to be in advanced talks to acquire Tilbury Douglas, with speculation Kier might pay around £50m for the almost-£500m turnover contractor. However, Kier discontinued negotiations in March 2022.
Interserve plc was officially wound up at the High Court on 21 January 2022, closing the administration process, though some outstanding issues relating to Interserve plc's stake in a Qatari business remained to be resolved, as did calculation of how much the company owed to HMRC. The former administrator, EY-Parthenon, was to continue work on these issues. During administration, debt of £815m and over £200m in other liabilities was wiped out by stakeholders in exchange for equity in Interserve Group Limited. Secured creditors would get no further cash from Interserve plc.
In June 2022, Tilbury Douglas fully separated from Interserve Group and became a standalone construction contracting company owned by Interserve banks. Managing director Paul Gandy said the business had delivered more than £500m of projects in 2021, and its order-book totalled over £1bn. In the year to December 2019, it had a turnover of £480m but reported a £95m pre-tax loss. Tilbury Douglas was the last major part of Interserve Group; some smaller assets are expected to be sold before Interserve is finally shut down in 2024.
Interserve's accounts for the 18 months to June 2021 showed company revenue of £2.1bn during the period and a pre-tax loss of £309m.
Operations
In December 2020, Interserve was predominantly a construction group,[ Interserve RNS]
Financial Times Market Data Retrieved 27 February 2019 offering advice, design, construction and equipment services for infrastructure in the United Kingdom and worldwide.[ Following the December 2020 sale of its FM operations to Mitie, Interserve was focused on three remaining divisions: Interserve Construction, RMD Kwikform, and the Citizen Services group of businesses.] In March 2021, the construction business was renamed Tilbury Douglas; Citizen Services was renationalised in June 2021, and RMD Kwikform was sold four months later.
Financial information
Financial information for the company is as follows:
Annual results
Restated to correct accounting misstatement in Industrial Services division. Included for comparison.
Net asset value
Restated to comply with IAS 19, IFRS 3, IAS 10, IAS 39 and IAS12
Corporate social responsibility (CSR)
Interserve was a constituent of the FTSE4Good Index, designed to objectively measure the performance of companies that meet globally recognised corporate responsibility standards.
CSR history
From 2002, the company published a corporate social responsibility
Corporate social responsibility (CSR) or corporate social impact is a form of international private business industry self-regulation, self-regulation which aims to contribute to societal goals of a philanthropy, philanthropic, activist, or chari ...
report section, as a means of social accounting, within its Annual Report and Financial Results.
''The Observer
''The Observer'' is a British newspaper published on Sundays. First published in 1791, it is the world's oldest Sunday newspaper.
In 1993 it was acquired by Guardian Media Group Limited, and operated as a sister paper to ''The Guardian'' ...
''’s "Good Companies Guide" 2008, compiled to establish Britain's most ethical companies ranked Interserve in its top 20 out of all companies listed on the FTSE 350 Index.
In 2012 Interserve established the Interserve Employee Foundation, a registered charity
A charitable organization or charity is an organization whose primary objectives are philanthropy and social well-being (e.g. educational, Religion, religious or other activities serving the public interest or common good).
The legal definitio ...
, which as noted in the British Quality Foundation Achievement Award 2012 citation, aimed to "improve the quality of life and life chances for people in the community where they live and operate by utilising the skills, capabilities, resources and enthusiasm of Interserve's employees."
It was announced on 25 March 2013[Interserve reveals how it bridged the gap between sustainability and finance]
Business Green website 25 March 2013 Retrieved 28 March 2013
that Interserve was to establish an Integrated reporting accounting system, a series of metrics that are designed to measure more than financial performance, by contributing not only towards financial stability, but also sustainable economic development. The company joined the International Integrated Reporting Council worldwide pilot programme, comprising 85 companies, which sought to develop a reporting system that communicates how an organisation's strategy, governance, performance and prospects lead to the creation of value over the short, medium and long term.
Interserve developed a plan, ‘SustainAbilities’, in conjunction with sustainability adviser, environmentalist and writer Tony Juniper, co-founder of The Robertsbridge Group,[ that would measure the company's performance against its knowledge, natural and social capital, in addition to its financial capital.
]
Accreditations
Interserve was accredited with compliance to the following International Organization for Standardization
The International Organization for Standardization (ISO ; ; ) is an independent, non-governmental, international standard development organization composed of representatives from the national standards organizations of member countries.
M ...
(ISO) standards:
* ISO 9001 - Quality Management
Total quality management, Total Quality management (TQM), ensures that an organization, product, or service consistently performs as intended, as opposed to Quality Management, which focuses on work process and procedure standards. It has four mai ...
- deals with the requirements that organisations have to comply with to meet the fundamentals of quality management systems, including the eight management principles on which the family of standards is based.
*ISO 14001
The ISO 14000 family is a set of international standards for Natural environment, environment management systems. It was developed in March 1996 by International Organization for Standardization. The goal of these standards is to help organizations ...
- Environmental Management
Environmental resource management or environmental management is the management of the interaction and impact of human societies on the environment. It is not, as the phrase might suggest, the management of the environment itself. Environment ...
- is a standard that sets out the criteria that organisations processes are required to achieve in order to; (a) minimize how their operations (processes etc.) negatively affect the environment (i.e. cause adverse changes to air, water, or land); (b) comply with applicable laws, regulations, and other environmentally oriented requirements, and (c) continually improve in the above.
* OHSAS 18001 - Occupational Health and Safety (OH&S) - is an international standard for occupational health and safety management system
A management system is a set of policy, policies, business process, processes and procedures used by an organization to ensure that it can fulfill the tasks required to achieve its objectives. These objectives cover many aspects of the organizati ...
s. It specifies the requirements for an organisations OH&S management system that documents through a transparent process its policy and objectives, to take into account legal requirements and information about OH&S risks.
Awards
Interserve received various business and industry awards:
* Royal Society for the Prevention of Accidents
The Royal Society for the Prevention of Accidents (RoSPA) is a British Charitable organization, charity that aims to save lives and prevent life-changing injuries which occur as a result of accidents. In the past, it has successfully campaigne ...
( RoSPA) – President's Award
* Interserve Construction 2012, 2011, 2010,
* Interserve Engineering Services 2012, 2011,
* Interserve Defence 2009, 2008, 2007, 2006,
* Interserve Industrial Services 2005, 2004,
* British Quality Foundation UK Excellence Award 2012 - Interserve Construction
* The Queen's Award for Enterprise 2010 - RMD Kwikform
* The British Safety Council – International Safety Award 2013 – Distinction – Interserve Industrial Services Limited
Corporate lobbying
Interserve was a member of Constructing Excellence, The Business Services Association and Build UK.
Controversies
Accounting irregularities
On 14 August 2006 the company announced to the London Stock Exchange that accounting issues relating to the mis-statement of accounting balances within its former Industrial Services Division had been uncovered. The discovery of these accounting irregularities led to a write down in profits by £25.9m, including prior years (see section 3 Financial Information), and six senior managers were suspended with the company stating that accounting mis-statements dating back "several years" had been uncovered following changes in the organisation. The ''Daily Telegraph'' reported that 'an investigation had discovered that controls in the division involving work in progress were, in the words of Lord Blackwell, chairman, "repeatedly evaded over several years in what appears to have been a concerted effort by certain divisional managers to over-state divisional results." He added that the board was concerned that the deliberate nature of the evasions had gone undetected for so long despite internal and external audit scrutiny.'
Office of Fair Trading investigation
It was announced that in April 2008 the company became subject to an investigation by the Office of Fair Trading ( OFT) under the terms of the Competition Act. The investigation was described by the OFT as "one of the largest ever Competition Act investigations" and a total of 112 firms in the construction sector in England were implicated. On 22 September 2009 the OFT concluded that Interserve subsidiary Interserve Project Services Limited had engaged in illegal anti-competitive bid-rigging activities and imposed a fine of £11,634,750.
Alleged blacklisting
A case was brought by three claimants who were scaffolders and shop stewards, against subsidiary company Interserve Industrial Services Limited (IIS) at an Employment Tribunal.[Employer not liable in union blacklisting case]
Lexology website 12 December 2012 Retrieved 28 March 2013 IIS and the claimants trade union
A trade union (British English) or labor union (American English), often simply referred to as a union, is an organization of workers whose purpose is to maintain or improve the conditions of their employment, such as attaining better wages ...
, UNITE, were party to a collective agreement that provided for the company to "undertake as far as is practicable to place onto an appropriate contract an NECC accredited senior steward". A union representative therefore contacted a manager for the company and advocated the employment of the claimants on a contract awarded to IIS. The manager decided on the basis of the contact with the union representative not to recruit any of the three claimants.[Miller & Ors v Interserve Industrial Services Ltd UKEAT/0244/12/SM]
Employment Case Update website Retrieved 28 March 2013 The claimants contended that a deliberate decision had been made not to recruit them because of their union activities and that their names had been blacklisted by the company.[Interserve beats blacklist charge by scaffolders]
Construction Enquirer website Retrieved 28 March 2013 The Tribunal ruling supported the IIS evidence that the union tried to bully the company's manager into employing the three men, acted in a combative manner which was resented and that the company did not want to be dictated to about whom to employ.[Interserve Cleared of blacklisting allegation]
The Construction Index website 11 December 2012 Retrieved 28 March 2013 The judgement was subject to an Employment Appeal Tribunal where the ruling was upheld in Interserve's favour.[
]
Late payment
In April 2019, Interserve Construction was suspended from the UK Government's Prompt Payment Code for failing to pay suppliers on time. It was reinstated in November 2019.
ICO fine for 2020 data breach
In October 2022, Interserve was fined £4.4 million for a breach of data protection law that occurred in May 2020. This breach enabled opportunist hackers to gain access to data belonging to up to 113,000 Interserve employees. Although malware
Malware (a portmanteau of ''malicious software'')Tahir, R. (2018)A study on malware and malware detection techniques . ''International Journal of Education and Management Engineering'', ''8''(2), 20. is any software intentionally designed to caus ...
was downloaded and executed by an employee in response to a phishing
Phishing is a form of social engineering and a scam where attackers deceive people into revealing sensitive information or installing malware such as viruses, worms, adware, or ransomware. Phishing attacks have become increasingly sophisticate ...
email, and was detected by Interserve's antivirus software, the Information Commissioner's Office found that Interserve failed to thoroughly investigate the suspicious activity. Interserve had received a notification that their antivirus software had detected and removed the malicious software downloaded by the employee. However, the attackers still had access to the employee's account, which allowed them to move laterally onto other systems by exploiting vulnerabilities, exacerbated by Interserve's use of obsolete and unsupported software. As a result of Interserve's negligence, the attackers were able to compromise 283 systems and 16 accounts, uninstall the company's antivirus solution, and deploy ransomware
Ransomware is a type of malware that Encryption, encrypts the victim's personal data until a ransom is paid. Difficult-to-trace Digital currency, digital currencies such as paysafecard or Bitcoin and other cryptocurrency, cryptocurrencies are com ...
encrypting the personal data of both current and former employees. Interserve disputed claims that its staff and response had been complacent, stating that it had also taken steps to reduce risks in systems supporting ongoing operations at Tilbury Douglas and in the facilities management business acquired by Mitie Group. Nonetheless, the fine imposed on Interserve was the fourth-largest ever demanded by the Information Commissioner's Office (ICO).
As part of the resulting investigation, the Information Commissioner's Office discovered a number of serious breaches of data protection, which were also in breach of Interserve's own documented policies:
* Use of obsolete server operating systems: Interserve was processing personal data on 18 servers running Windows Server 2003 R2, an Operating System that ended mainstream support on 13 July 2010, and 22 servers running Windows Server 2008 R2 with mainstream support ending on 13 January 2015. Interserve also ran out of date Antivirus Protection on these servers, limited vulnerability scans and provided no evidence of any penetration testing.
* Lack of infosec training: Only one of the two Finance employees who received the phishing email had received any form of information security training.
* Use of obsolete network protocols: Due to the obsolete software being in active use, and a general lack of security hardening processes or standards, Interserve were still using SMB Protocol Version 1, which has been deprecated since June 2013 and contains a number of well documented security vulnerabilities. The use of this protocol alone contributed to a breach of data protection.
* Privileged account management: Interserve had over 280 users in the domain Administrators group. 12 of these users were compromised by the attacker.
* Poor incident response: The attack was not investigated by Interserve's security team on the basis that they had received a notification from the out of date antivirus software that the malicious software had been detected and removed.
In August 2023, Interserve published its latest accounts for the 18 months to June 2021, which showed the company spent £7m on "professional adviser fees" following the attack, taking the total cost of the cyber attack to over £11M.
Notable projects constructed as Interserve
* Westminster Bridge refurbishment (2013), described by Transport for London
Transport for London (TfL) is a local government body responsible for most of the transport network in London, United Kingdom.
TfL is the successor organization of the London Passenger Transport Board, which was established in 1933, and His ...
(TFL) as "revolutionary works to repair the Capital's oldest bridge"; constructed by Interserve Project Services.
* Thames Water Desalination Plant (2009), the first water desalination plant in the United Kingdom, built in Beckton, east London for Thames Water by a consortium of Interserve, Atkins Water and Spanish firm Acciona AguaInterserve group to build £200m Thames Gateway water scheme
Building Magazine 9 July 2009 Retrieved 2 April 2013
References
{{Authority control
Construction and civil engineering companies of the United Kingdom
Business services companies of the United Kingdom
Companies listed on the London Stock Exchange
British companies established in 1884
Construction and civil engineering companies established in 1884
Business services companies established in 1884
Companies based in Reading, Berkshire
Private providers of NHS services
1884 establishments in England