Acquisition and Pre-close trading update
TRACSIS PLC
("Tracsis" or "the Company")
Acquisition of Peeping Limited
Pre-close Trading update for the year ended 31 July 2009
Tracsis plc (AIM: TRCS), a provider of operational planning software and
consultancy services for the transport industries, is pleased to announce that
on 24 July 2009 ("Completion") it entered into an agreement pursuant to which
it acquired the entire issued share capital of Peeping Limited ("Peeping"), a
company which provides research based services to train operating companies.
ACQUISITION HIGHLIGHTS
* Peeping provides research based services to train operating companies
including station footfall assessment and rail related surveys.
* Peeping generated revenue of £432,000 during the year ended April 2009
resulting in EBITDA of £153,000 (there were exceptional one-off costs of
£35,700 relating to this transaction) and had net assets of £240,896 at 5
April 2009.
* The directors of Tracsis consider that Peeping has strong synergies with
Tracsis and will strengthen the Company's market position.
* Initial consideration of up to £260,000 payable in cash and the issue of
172,744 ordinary shares of 0.4p each subject to an adjustment mechanism
depending on the net assets of Peeping on completion.
* Subject to agreed financial targets, deferred consideration of up to £
225,000 of which 70 per cent will be satisfied in cash and 30 per cent
satisfied by the issue of new ordinary shares in Tracsis.
TRACSIS TRADING UPDATE
The directors of Tracsis ("Directors") are also pleased to provide the
following trading update to shareholders prior to the Company's financial year
end.
In spite of the recession at large the Company has continued to grow profitably
in line with plan and has achieved all strategic and operational goals over the
past 12 months, not least delivering substantial growth in both profits and
revenue both organically and through acquisition. The Directors believe that
the transport markets have been, and are likely to continue to be, under
substantial pressure to find ever more innovative ways of increasing
performance whilst at the same time reducing underlying inefficiency and costs.
Given this environment, the Directors of Tracsis believe the Company remains
ideally positioned to take advantage of this.
The integration of the recently acquired RWA Rail Limited business is now
complete and this continues to provide Tracsis with a platform for the
diversification of services. The Directors are confident that the full year
results of the combined businesses will demonstrate increased profitability in
comparison to the 2008 results of each standalone entity.
The Directors believe that the acquisition of Peeping will further strengthen
the Company's product offering to transport operators and the combination of
existing performance modelling expertise combined with actual demand data
should provide for a proportionally more valuable offering to the customer
base. The Peeping transaction has been structured to minimise dilution to
existing shareholders and the Directors believe will be significantly earnings
enhancing.
John McArthur, Chief Executive Officer, Tracsis Plc, commented:
"As we near the end of our second financial year as an AIM listed company, I am
very pleased to report continued profitability and growth at a time of immense
financial and economic turmoil elsewhere. We expect to achieve all of our
operational and financial goals which is remarkable given the backdrop of the
recession at large. The UK transport industry is not immune to the effects of
this recession but it is testament to our customers that they continue to find
ways of enhancing service delivery whilst eliminating extraneous cost and
inefficiency. The role of Tracsis, our products, and our services, are more
relevant than ever and we hope to play an instrumental part in assisting our
customers as they manage themselves through the downturn.
With regards to Peeping, this will be our second acquisition since we joined
AIM in 2007. This business is an ideal acquisition for Tracsis given the strong
trading history of profitability, the industry experience of the management
team, the reputation of the company, and the generally homogenous client base.
From speaking with the major train operating groups I know the industry
welcomes this transaction, and we will look to capitalise on the opportunities
which we believe are now available to the enlarged company."
27 July 2009
Enquiries
Tracsis plc +44 (0) 845 125 9162
John McArthur, Chief Executive Officer
Haggie Financial LLP +44 (0) 207 417 8989
Nicholas Nelson/Kathy Boate
Zeus Capital Limited +44 (0) 161 831 1512
Alex Clarkson / Bobby Fletcher
DETAILS OF THE ACQUISITION
Consideration
The initial consideration payable comprises a sum of up to £260,000 in cash and
the issue of 172,744 ordinary shares of 0.4p each at a price of 52.1p per
share. The cash amount payable is subject to the net assets for Peeping being
at least £200,000 at completion and will be adjusted accordingly where this is
not the case.
Application will be made for the admission of the 172,744 Ordinary Shares
issued on completion of the acquisition to trading on AIM. Each of the selling
shareholders will not (save in certain specific circumstances) dispose of any
of the Consideration Shares for a period of 12 months following completion and
thereafter for a further 12 months any disposal must be via the Company's
broker in an orderly manner.
Deferred consideration of up to £225,000 is payable subject to the achievement
of certain financial targets in the 12 month period following completion. Where
these targets are not met the deferred consideration will be adjusted
downwards. The deferred consideration will be satisfied 70 per cent. by way of
cash and 30 per cent. by the issue of new ordinary shares in Tracsis Plc.
The cash consideration will be financed out of the Company's existing cash
resources. At 31 January 2009, being the date of the unaudited interim results,
the Company had cash and cash equivalents of £2.51 million.
INFORMATION ON PEEPING LIMITED
Peeping was established in 1997 to provide passenger and footfall research
services. The primary customer base is UK rail operators. The Company also
undertakes a number of projects for car park operators. The founding management
have extensive experience in the rail industry having spent most of their
careers with British Rail and the Transport Data Group. Post acquisition the
founders will continue to provide services to Peeping on a part-time basis.
Peeping employs the services of approximately 80 staff spread throughout the
UK. The majority of these workforce are former rail employees who have
extensive knowledge of railways and their day to day operations.
The spectrum of work undertaken by Peeping is summarised as follows:
* Footfall station and platform utilisation counts
* Analysis of queues at key location (such as tickets, boarding, alighting)
* Anti fraud surveys
* General industry demand research
* Station car park surveys and utilisation
* Commuter coach counts.