BB Holdings Limited

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BB Holdings Limited

60 Market Square
PO Box 1764
Belize City, 2272660
Belize
Telephone: (501) 227-2660
Fax: (501) 227-5474
Web site: http://www.bbholdingslimited.com

Public Company
Incorporated: 1984 as Belize Holdings Limited
Employees: 30,700
Sales: $1.38 billion (2005)
Stock Exchanges: London NASDAQ
Ticker Symbol: BBHL
NAIC: 561720 Janitorial Services; 551112 Offices of Other Holding Companies; 522110 Commercial Banking

BB Holdings Limited is a Belize-based holding company with two primary assets: OneSource Inc., one of the world's leading outsourced facility services companies; and Belize Bank Ltd., the leading financial institution in Belize. OneSource, which was formed from the U.S. branch of Denmark's ISS, operates primarily in the United States, and is one of that market's leading outsourced services providers. The company employs some 31,000 people and operates in nearly 200 major metropolitan areas in 45 states, as well as in Puerto Rico. OneSource's operations include janitorial and maintenance services, contract cleaning, landscape services, and related facility support services. Belize Bank is the largest full-service bank in Belize, claiming a 50 percent market share in that country. Belize Bank operates 12 branches throughout Belize, with headquarters in Belize City. Listed on the London Stock Exchange and the NASDAQ, BB Holdings is controlled by the highly controversial Michael Ashcroft, who holds dual citizenship in Belize and the United Kingdom, acts as Belize's ambassador to the United Nations, serves as treasurer, and major financial backer, to England's Conservative Party, and is one of the United Kingdom's 15 richest people. In 2005, BB Holdings restructured, demerging its interests in England and Ireland into a separate, publicly listed company, Carlisle Group Limited. BB Holdings reported revenues of nearly $1.4 billion in 2005.

FIRST FORTUNES IN THE 1970S

BB Holdings stemmed from the financial wheelings and dealings of Michael Ashcroft, son of a British civil servant who parlayed a £15,000 loan into a financial empire worth billions of dollars. Ashcroft's father had been stationed in Belize city, then the capital of the British Honduras. Ashcroft, although born in England in 1946, spent a great deal of his youth in the former British colony. Returning to England during the 1960s, Ashcroft spent some time hitchhiking around Europe, before briefly acting as a manager of a rock and roll band. In mid-decade, however, Ashcroft had gone to work for British tobacco giant Rothmans, where he received his first management experience. By the end of the decade, Ashcroft had moved on to the Pritchard Services Group, a provider of janitorial and security services. The ambi-tious Ashcroft quickly rose in ranks, becoming a member of Pritchard's international acquisitions team. Pritchard later grew into a major internationally operating services group, and by the 1980s, more than half of its revenues came from the United States.

By the early 1970s, however, Ashcroft became determined to strike out on his own. In 1973, Ashcroft borrowed £15,000 in order to buy up his own janitorial services company. Throughout his career, in fact, Ashcroft often returned to the services industries, as he multiplied his fortunes. By 1977, Ashcroft had successfully expanded his janitorial services company, which he sold that year for £1.3 million. With the proceeds from that sale, Ashcroft bought out another company, Hawley, a manufacturer of tents and other outdoor equipment that was then close to bankruptcy.

Hawley became Ashcroft's vehicle to his first real fortune. Into the 1980s, Ashcroft used Hawley to make a dazzling series of acquisitions, transforming Hawley into a business services group, ranging from janitorial services for hospitals and offices, to automobile auction services, and later with a focus on the security services industry. By 1981, Hawley had made its first acquisitions in the United States, and its total revenues had grown to nearly $27 million. In 1986, Hawley bought out Ashcroft's former employer, Pritchard Services, leaping to the second place in the U.S. services industry. The following year, Hawley boosted its security services operations as well, acquiring Crime Control Inc., based in Indianapolis, for $50 million. That purchase gave the company the fourth place spot in the U.S. security market. Through the acquisition of dozens of companies, Hawley had built itself into an international empire with revenues of more than $1.3 billion.

By the end of 1987, however, Hawley had transformed itself again. In that year, the company acquired U.S. security services leader ADT. Founded in 1874 as American District Telegraph, ADT originally served as a provider of telegraph delivery services. In the 1880s, ADT introduced call boxes to allow customers to communicate with its offices; this activity led the group to begin offering security services in the 1890s. By the dawn of the 20th century, ADT's messengers also began doubling as night watchmen. Acquired by Western Union, which was then acquired by AT&T, ADT became that group's specialist security services business, growing into a U.S. market leader.

The addition of ADT transformed Hawley into the leading security services business in the United States, and also refocused the majority of its revenues on the U.S. market. As a result of the acquisition, Hawley changed its name to ADT Inc. and decided to refocus its business around security services. In 1987, therefore, the company sold its U.S.-based facility services business to Denmark's ISS, which by then had developed into one of the world's largest outsourced services providers.

BUILDING A BELIZE BASE IN THE 1980S

In the meantime, Ashcroft had returned to Belize, which had gained its independence from England in 1981. Ashcroft recognized an opportunity to build a new financial empire, as well as a means of gaining political influence. Ashcroft became a major contributor to the country's People's United Party, which later became Belize's ruling party. Ashcroft himself was named Belize's ambassador to the United Nations.

In 1984, Ashcroft set up a new holding company, Belize Holdings (BHI), which became the vehicle for a parallel acquisition spree made by Ashcroft during the 1980s, which fell beyond the scope of his Hawley business. By the late 1980s, BHI had become one of the largest holding companies in Belize, with interests ranging from telecommunications (Ashcroft's holdings later included control of the country's telephone monopoly) to property, shipping, and citrus fruits. In 1987, BHI led the formation of Belize Bank, which took control of the leading Belize bank, originally founded as the Bank of British Honduras in 1902 and taken over by the Royal Bank of Canada in 1912. Belize Bank became the country's largest financial institution, controlling some 50 percent of the market.

COMPANY PERSPECTIVES

BB Holdings Limited is a leader in the outsourced facilities services market in the United States serving a broad range of commercial, industrial and municipal clients. The Company also has a financial services business based in Belize which is the largest full service, commercial and retail banking operation in the country. Our success is based on partnership: we not only seek customer feedback, we rely on it to deliver the superior services our customers need to maximize efficiency and maintain a competitive edge.

BHI represented just one part of Ashcroft's sprawling (and, as some claimed, willfully complex) business interests. Another of Ashcroft's holdings was Aaxis Limited, registered in Bermuda and publicly traded in Canada. Indeed, by the early 2000s, Ashcroft was said to have been involved in "thousands" of companies over his 30-year career.

Ashcroft himself took up residence in the United States, where he remained through much of the 1990s. Into the late 1990s, however, Ashcroft moved back to England, where he acquired another publicly listed holding company, Carlisle Holdings. Ashcroft also became a major contributor to the suffering Conservative Party. Ashcroft, whose contributions grew to as much as £3 million per year, was later made the party's secretary. Ashcroft also began lobbying for a nomination into the House of Lords. This effort, coupled with his often highly intricate business dealings, led him into direct confrontation with the country's elitist establishment. In the end, however, Ashcroft won the day, receiving his peerage and becoming "Lord" Ashcroft.

REDEVELOPED FOR THE 2000S

By then, Ashcroft had become one of England's 15 wealthiest people. A major milestone for Ashcroft came with his agreement to sell ADT to Tyco International in a deal worth some £4 billion. As a result of that deal, Ashcroft became Tyco's largest shareholder, and received a seat on its board of directors.

Ashcroft was far from retirement, however, and had already begun to build a new business empire. Into the mid-1990s, ISS Inc., the renamed U.S. arm of ISS International, had slipped into losses. By 1996, ISS Inc.'s losses neared $250 million. Worse, the company was discovered to have falsified its accounts for years. The resulting scandal sent ISS International's stock price plummeting.

The difficulties at ISS Inc. came to the attention of Ashcroft, who recognized a new business opportunity. In January 1997, ISS International agreed to sell ISS Inc. to Ashcroft's Aaxis Limited for the symbolic price of just one U.S. dollar. Once again, Ashcroft had returned to the services sector.

Ashcroft promptly replaced management at ISS Inc. and sold off its underperforming operations. Ashcroft now began shuffling his other holdings in order to create a new, more focused vehicle for the services business. As part of this process, Ashcroft transferred some of BHI's holdings to Carlisle Holdings, while selling off others, including his controversial shipping business (suspected by some of providing a "flag of convenience" for drug runners). In November 1997, Aaxis agreed to be acquired by BHI for $88 million. The company then renamed its services business as OneSource.

KEY DATES

1973:: Michael Ashcroft, formerly employed by Pritchard Services, borrows £15,000 in order to acquire a cleaning services company in England.
1977:: Ashcroft sells the cleaning company for £1.3 million, and then acquires Hawley, a manufacturer of tents and outdoor equipment then close to bankruptcy.
1981:: Hawley makes its first U.S. purchase.
1984:: After launching Hawley on a massive acquisition drive, Ashcroft creates Belize Holdings Limited (BHI) as a vehicle for a number of personal investments.
1986:: Hawley acquires Pritchard Services.
1987:: Hawley acquires security services company ADT and then sells its facility services operations to ISS International, which renames its U.S. operations as ISS Inc.; BHI forms Belize Bank and acquires the Belize operations of Royal Bank of Canada.
1997:: Ashcroft sells ADT to Tyco International for $4 billion, becoming Tyco's largest shareholder; Ashcroft acquires ISS Inc. through another holding company, Aaxis Limited, for $1.
1998:: BHI acquires Aaxis for $88 million; Ashcroft acquires Carlisle Holdings, listed on the London Stock Exchange.
1999:: BHI acquires Carlisle, and then changes its name to Carlisle Holdings Limited.
2001:: Carlisle acquires control of Belize Telecommunications Ltd., the monopoly telephone business in Belize; Centre Point Ltd., a London-based staffing services specialist, is acquired.
2005:: Company is renamed as BB Holdings, spinning off its U.K. and Ireland businesses as Carlisle Group Limited.

In 1999, Ashcroft merged London-based Carlisle into Belize-based BHI, then renamed the enlarged holding company as Carlisle Holdings Limited. The "new" Carlisle now was domiciled in Belize. Carlisle grew into the 2000s, acquiring other parts of Ashcroft's investment empire, such as his personal stake in Belize Telecommunications Ltd. (BTL), the country's telephone monopoly. That deal gave Carlisle direct control of 51 percent of BTL. It also gave Ashcroft the opportunity to reshuffle other pieces of his holdings, transferring a number of Carlisle assets to Ashcroft's personal accounts. Carlisle also continued building up its assets, buying up Centre Point Group, a leading London-based staffing services specialist in 2001. This acquisition boosted the U.K. wing of Carlisle's services operations, known as Carlisle Facilities Services.

In 2005, Ashcroft decided to refocus his services businesses along geographic lines. In August of that year, Carlisle announced that it was changing its name, to BB Holdings. Following that change, the company announced that it was spinning off its U.K. and Ireland-based operation into a new holding company, Carlisle Group Limited, which was also incorporated in Belize. In this way, BB Holdings was refocused around a dual core of Belize Bank and the U.S.-oriented OneSource. Ashcroft, already one of the United Kingdom's wealthiest people, hoped to unlock more shareholder value from his network of holdings and investments.

PRINCIPAL SUBSIDIARIES

OneSource Inc. (U.S.A.); Belize Bank Ltd.

PRINCIPAL COMPETITORS

Service Management International Ltd.; Franz Haniel and Cie GmbH; Al Hamed Enterprises (Group of Cos.); Initial Contract Services USA; Grupo Ferrovial S.A.; Somers Building Maintenance Inc.; Rentokil Initial PLC; Sacyr Vallehermoso S.A.; Care Services Ltd.; Service-Master Co.