Acquisition
Glen Group PLC
06 June 2007
Glen Group plc ('Glen' or 'the Company')
Acquisition of Pinnacle Group Limited ('Pinnacle Group')
The Board of Glen is pleased to announce that it has agreed to acquire the
entire issued share capital of Pinnacle Group for a consideration of £700,000,
to be satisfied by the issue of 122,727,273 ordinary shares in the Company ('the
Consideration Shares') at 0.55 pence per share and cash of £25,000. The
transaction is conditional only upon the admission of the Consideration Shares
to trading on AIM becoming effective in accordance with the AIM Rules, which it
is anticipated will occur at 8.00 am tomorrow, 7th June 2007.
Pinnacle Group has two main operating companies, Pinnacle Telecom plc
('Telecom') which is wholly owned, and Sports Club Telecom Limited ('Sports
Club') which is 80% owned and was acquired by Pinnacle Group in January 2007.
Pinnacle Group also has a 50% interest in each of Pinnacle Mobile Limited, a
provider of mobile services to the SME market, based in the Midlands, and
Pinnacle Data Limited, which is currently dormant. Pinnacle Mobile is not
significant to the Pinnacle Group and it has not been treated as an associated
company.
Pinnacle Group is based near Falkirk, between Edinburgh and Glasgow, and
provides solution driven telecommunications services to the SME market,
including carrier pre-selection, line rental and other bespoke services. The
business has approximately 200 active customers with several thousand more in
its database. These contacts will provide a strong platform for Glen to cross
sell its other products and services, particularly IT services through its
subsidiary Explore IT Limited ('Explore IT'). Pinnacle Group will also be able
to take advantage of cross selling opportunities into the current Glen SME
customer base, as Glen does not currently provide carrier pre-selection
services. Pinnacle Group has developed its own specialised billing and customer
support system and provides most of its customer connectivity and calls through
a contractual arrangement with BT Wholesale. A significant portion of its income
and gross margin is recurring. This aspect has been steadily increasing with the
integration into Telecom of the customer base of Sports Club acquired in January
2007, which doubled Pinnacle's active customer base at that time. In the month
of April 2007, the latest month with information available, Pinnacle Group
billed nearly £50,000 of turnover from calls and access services alone.
Pinnacle Group is wholly owned by Alan Bonner, who was instrumental in building
the Pinnacle business over a six year period from its formation in 1998 to a
turnover of £6m by 2004. In that year the fixed-line customer base was sold and
the business today was re-established during 2006 and has grown rapidly since
then.
The directors of the Pinnacle Group majority owned companies other than Alan
Bonner have resigned, by mutual consent, with effect from completion of the
acquisition. Pinnacle Group's two continuing employees will integrate the
business fully into the structure of Glen Communications Limited ('Glen
Communications'), the Company's existing SME focused subsidiary, which currently
provides mobile and Voice over IP services to its customers. In view of these
developments, it is expected that the Glen Communications name will be withdrawn
from the market over a three month integration period and Alan Bonner has been
appointed Managing Director of that company, with effect from completion. Craig
Saunderson remains as Managing Director of Explore IT, which provides a wide
range of IT services to SMEs.
Below are the consolidated results of Pinnacle Group drawn up under UK GAAP,
taken from the audited filed accounts for the year ended 31st March 2006 and the
unaudited management accounts for the year ended 31st March 2007. The figures
include the results of Sports Club from the date of acquisition on 17th January
2007. The minority interest in Sports Club has not been accounted for as it is
immaterial to the results.
PROFIT AND LOSS Year ended 31st March Year ended 31st March
ACCOUNT 2007 2006
£ £
Turnover 490,869 472,990
Cost of Sales 283,616 309,014
Gross Margin 207,253 163,976
Overheads 114,156 60,990
Operating Profit
before exceptional
Items 93,097 102,986
Exceptional Items
(Note) 86,428 0
Profit before
Interest and Tax 6,669 102,986
Net Interest 895 768
Profit before Tax 7,564 103,754
Note. The exceptional items in 2007 relate to costs which are not related to the
business being acquired.
The consolidated balance sheets of Pinnacle Group, derived from the audited
filed accounts at 31st March 2006 and the unaudited management accounts as at
31st March 2007, is summarised as follows:
BALANCE SHEET 31st March 2007 31st March 2006
£ £
Fixed Assets 125,780 15,658
Current Assets
Investments 0 50,040
Debtors and prepayments 164,007 128,338
Bank and cash 10,218 9,245
Total Current Assets 174,225 187,623
Current Liabilities
Creditors and accruals 196,886 13,137
Bank loans and overdrafts 0 139,814
Value added tax 7,019 1,299
Directors' loans 3,101 9,596
Total Current Liabilities 207,006 163,846
Net Current (Liabilities) / Assets (32,781) 23,777
Long Term Liabilities
Deferred consideration (46,000) 0
NET ASSETS 46,999 39,435
Represented by:
Share capital 460,000 460,000
Share premium 3,000 3,000
Reserves (416,001) (423,565)
SHAREHOLDERS' EQUITY 46,999 39,435
The expanded SME focused business will comprise the Pinnacle Group companies,
Glen Communications and Explore IT, which are expected to be fully integrated
within 90 days. During the early part of this year, substantial changes were
made to the business and operations of Glen Communications to increase the focus
of its product set on the provision of IT services and solutions, including the
provision of voice services over a broadband connection (VoIP). The intention
was to start to convert its revenue streams to recurring, rather than
project-based, income. These operational changes have now been completed and
further details will be provided when Glen issues its interim results for the
half year ended 31st March 2007 at the end of this month.
Commenting today, Graham J Duncan, Chief Executive of Glen Group plc, said:
'I am delighted to be able to announce the acquisition of Pinnacle Group. This
important development gives us a steady stream of recurring income, provides a
sound platform for further growth and brings to the group the services of Alan
Bonner. Alan is a prominent Scottish telecoms entrepreneur and he has an
impressive record of building profitable businesses. I am sure he will play an
increasingly important role in the group as we continue to advance the
business.'
6th June 2007
Enquiries:
Glen Group plc
Graham J Duncan, Chief Executive Tel: 0845 119 2100
Seymour Pierce Limited
Jonathan Wright Tel: 0207 107 8000
Pelham PR
Alex Walters Tel: 0203 170 7435
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