Sale of Henry Boot Construction to managers completed

Sheffield-based Henry Boot said on Monday the disposal of Henry Boot Construction (HBC) business to PWS Construction Limited, a company newly formed by the HBC management team, has been completed.

Boot said on September 23, 2025, it agreed to sell HBC to PWS Construction for an initial consideration of £4 million, “which is being funded by PWS via a vendor loan note issued by Henry Boot.”

On September 23, Henry Boot said the disposal of HBC would reduce the risk profile of the group and reduce group headcount by around 21%. During the year ended December 31, 2024, Henry Boot Construction generated £49.7 million of revenue with an operating loss of £2.7 million.

Henry Boot said on September 23: “Under PWS ownership, the business will be known as HBC Construction Group. The Transaction will offer HBC management greater autonomy to diversify and expand the order book as well as enhance HBC’s position in the construction market, than would be possible if the business remained within the group.

“The term of the vendor loan note from Henry Boot to PWS is five years and will carry interest at 2.1% over the Bank of England base rate.

“The group will continue to provide support to HBC in the short term under a transitional services agreement, with operational oversight from two Henry Boot representatives on the HBC board until the point when the vendor loan note has been repaid.

“Personal guarantees have been given by the HBC management team, with appropriate restrictions on remuneration in line with group policy.

“Additional consideration is potentially payable to the group in the event that PWS sells all or a material part of HBC within eight years of completion. There is also an overage provision providing a profit share to the group should HBC achieve a net margin in excess of 3.0% over the next five years.

“The initial carrying amount of the vendor loan note is anticipated to be less than £4.0m, in line with our accounting policies regarding the uncertainty of future cash flows.

“The excess of the vendor loan note carrying value above the net assets being disposed of will be reflected as a profit on disposal. The transaction is expected to complete around YE 25.”