Acquisition

ITIS Holdings PLC 07 December 2007 ITIS Holdings plc ('ITIS' or the 'Company') Acquisition of Trafficlink Limited ('Trafficlink') ITIS, the AIM listed provider of real time traffic information services is pleased to announce today the acquisition of the entire issued share capital of Trafficlink from Dunedin, the UK mid market private equity house. HIGHLIGHTS • Trafficlink is the UK's leading distributor of traffic incident and travel information to broadcasters, business and Government, providing over 42 million people each week with access to real time journey information across all modes of transport. • Key customers include the BBC, Highways Agency and through an exclusive agreement with UBC Media, 185 commercial radio stations. • The acquisition enables ITIS to expand its strong presence within the UK market, adding value to existing services and enriching both companies' content offerings to customers. • Initial cash payment of £10.5 million (from existing resources) and deferred, performance-related cash consideration of up to £6.0 million by June 2009. • In the year ended 30th June 2007 Trafficlink reported audited revenue of £4.7million, profit before taxation of £0.56 million and an EBITDA of £0.74 million. • The acquisition provides complementary data sources and significant cross-selling opportunities. • Acquisition expected to be immediately earnings enhancing. Nick Somper, Chief Executive of Trafficlink said: 'The demand for high quality traffic and travel information has grown significantly in recent years from consumers, government and the corporate sector. Our nationwide coverage across all modes of transport provides us with a truly unique position from which to meet this demand. Our close relationship with ITIS has been a very real feature of our success and the consolidation of our data and technologies will enable us to offer unrivalled products and services to our existing customers and to address the requirements of new markets and platforms as they emerge' Stuart Marks, Chief Executive of ITIS, commented: 'Acquiring Trafficlink is an important step in our strategy to maintain our leadership in the UK traffic and travel market by providing drivers with the highest quality information accessed across the widest range of wireless media. We have worked closely with management at Trafficlink for over five years and believe that by consolidating our data formally we will be able to offer a wider range of products and services, especially in emerging technologies such as digital radio. The navigation and broadcast industries are evolving rapidly and we believe that the combination of ITIS' speed and flow data, generated by Floating Vehicle Data, and Trafficlink's unrivalled incident information will provide a compelling, real time and historical journey dataset.' There will be a meeting for investors and invited analysts at Trafficlink's Head Office (91 Charterhouse Street, London, EC1M 6HR) at 9.30am on Wednesday 12th December. ITIS Holdings plc ('ITIS' or the 'Company') Acquisition of Trafficlink Limited ('Trafficlink') Introduction ITIS, a real time road traffic information provider serving the UK and international markets, is pleased to announce the acquisition of Trafficlink, the UK's leading provider of journalistic traffic and travel information to broadcasters, business and Government. Information on Trafficlink Trafficlink is the UK's leading provider of journalistic traffic and travel information to broadcasters, business and government, providing over 42 million people each week with access to real-time journey information across all modes of transport. Trafficlink gathers, edits and broadcasts traffic and travel information from a network of seven regional offices (London, Bristol, Birmingham, Cardiff, Manchester, Middlesbrough, Edinburgh) that operate 24 hours per day, 7 days a week. REGIS, Trafficlink's data aggregation tool, covers the entire UK road network as well as all forms of public transport and aggregates real-time traffic and travel information from over 5,000 CCTV cameras, police forces, government agencies, local councils and other sources. Trafficlink's data is then delivered by its customers across multiple platforms that include commercial radio stations, BBC local and national radio, Ceefax and BBC Online, Teletext, ITV Local, GMTV, Sky News, an expanding range of corporate clients, websites and government agencies. Trafficlink's principal business is the provision of traffic and travel updates to the BBC (with a recently renewed contract until November 2010) and to commercial radio stations, the latter via a contract with UBC which extends to 2012. Trafficlink, through its own team of travel editors and broadcasters, makes up to 15,000 live broadcasts on behalf of 115 radio stations every week, and provide a further 110 with real-time information for broadcast. Some 57 percent of its revenues are derived from the broadcast (radio and TV) market, virtually all through fixed fee arrangements. Trafficlink has developed strategic relationships with its government partners and provides a range of data and consultancy services to the Highways Agency, including Traffic Radio, a recently launched regionalised traffic information service, offering news about traffic conditions on England's motorway and trunk road network, as well as London's main roads, 24 hours a day, delivered on the internet and through DAB radio. Trafficlink is also the sole provider of multi-modal information to Transport Direct, the Department for Transport's journey planning and information website. Increasingly, businesses are recognising the cost of travel congestion and delays. In order to meet this challenge, Trafficlink has also developed real-time location specific solutions developed to meet the needs of individual businesses. The business employs 130 permanent staff and is run by CEO Nick Somper who along with all key management will remain with the business. For the year to 30 June 2007, Trafficlink generated an audited EBITDA of £0.74 million and profit before taxation of £0.56 million on revenues of £4.7 million. Trafficlink had tax losses of £10.53 million at 30 June 2007, which can be utilised against future trading profits. Key terms of the Acquisition Under the Acquisition Agreement ITIS has acquired the entire issued share capital of Trafficlink and repaid certain loans within Trafficlink for an initial cash payment of £10.5 million which will be financed out of ITIS' existing cash reserves. There is a deferred performance related payment of up to £6.0m payable by June 2009. Background to and rationale for the Acquisition ITIS has worked closely with Trafficlink for over five years through various data sharing initiatives and believes that formally consolidating the two companies' data sets will allow the combined group to offer a wider range of products and services, especially in emerging technologies such as digital radio: • The combination of Trafficlink's traveller information which identifies the cause of delays, aggregated with ITIS's FVD capability which reports the effects of the incident reinforces the demand from customers for the provision of a wider picture to drivers to enable them to make safe and intelligent decisions for themselves about their journey. • The advent of digital radio, in which the UK is the world leader, removes any distinction between voice and data over wireless, allowing service providers to offer the information in an environment that promotes driver safety through ease of delivery. ITIS, through its agreement with 4 Digital Group, intends to capitalise on this distinctive dataset and Trafficlink's team of newsreaders to support customers as they migrate to these new platforms. • Whilst the previous arrangements between ITIS and Trafficlink have been commercially successful for both parties, ITIS believes that the pace of development and new competitive environment makes it the right time to control the end to end data quality and business model. • ITIS recognises the Government's commitment to reducing congestion by promoting multi-modal alternatives to cars. ITIS and Trafficlink combined already reach more motorists than any other commercial provider and intend to make use of in-vehicle and mobile devices to support better journey management and help government manage their congestion targets. • The acquisition is expected to be earnings enhancing with immediate effect without the need to reduce any overheads thus ensuring the customers of both companies will benefit from higher quality information and better value for money. The Company does not anticipate any changes in its dividend policy. Ends Notes to editors: ITIS Holdings plc, listed on AIM, (ITH.L) is the UK's leading provider of traffic incident and travel information. ITIS has invested in the development of a unique system for the collection and analysis of traffic information, it combines journalistic information with ITIS' historic and real-time Floating Vehicle Data (FVDTM) to provide journey time forecasts and real-time updates. ITIS now operates the largest commercial application of FVD anywhere in the world, and delivers the content over a variety of platforms including RDS-TMC (Alert C), digital radio and automated telephone services (IVR) under the Keepmoving brand. ITIS has agreements in the UK to provide information to BMW, Ford, Jaguar, Land Rover, Lexus, MINI, Mercedes-Benz, Mitsubishi, Nissan, Porsche, Renault, Rolls Royce, Saab, Subaru, Toyota and Volvo. Aftermarket and portable device customers include Active Pilot, Clarion, Co Pilot, Fujitsu, Harman Becker, Mio, Navicore, Navman, Pioneer, Road Angel, Route 66, Siemens VDO, Snooper, Sony Europe, Telmap, Telenav, TomTom, ViaMichelin and Way Finder. Outside of the UK ITIS uses its Cellular Floating Vehicle Data (CFVDTM) which takes anonymous signalling information from wireless networks to determine speed and flow information on a given road network. ITIS has successfully introduced CFVD in Australia, Belgium, Czech Republic, Israel and the USA. Other projects are underway in Asia, Ireland South Africa and Spain. Enquiries: ITIS Stuart Marks - 0161 929 5788 Andrew Forrest - 0161 929 5788 Trafficlink Nick Somper - 0207 012 3504 Citigate Ged Brumby - 0207 638 9571 Investec Andrew Pinder - 0207 597 4000 Erik Anderson - 0207 597 4000 This information is provided by RNS The company news service from the London Stock Exchange GQWPUPMUQM
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