Acquisition
Spice Holdings PLC
06 February 2006
6th February 2006
Spice Holdings plc
ACQUISITION OF MAINTENANCE AND TECHNICAL SERVICES LIMITED IN ELECTRICITY
SERVICES DIVISION
Spice Holdings plc ('Spice' or the 'Group') is pleased to announce the
acquisition of Maintenance and Technical Services Limited ('Maintech') for an
initial consideration of £2,100,000 paid in cash at completion.
Maintech, which will operate under the Freedom trading name and form part of
Spice's Electricity Services Division is headquartered in Ipswich, with offices
in Downham Market and Birmingham. Its main area of expertise is working on
Private Networks and its activities are focused on the installation and
maintenance of power networks (primarily high voltage) for commercial and
industrial clients across the United Kingdom. It has maintenance agreements
with almost 400 customers, the agreements typically covering a four year period
and renewing automatically on expiry. As well as the planned maintenance
provided for under these agreements, Maintech carries out remedial and asset
replacement work on its customers' networks (such as transformer oil changes and
switchgear changes) and additional work to expand or reinforce those networks.
Maintech also maintains 12 wind farms across the U.K. Around 80 per cent of
turnover is derived from customers with whom maintenance agreements are in
place.
Additional to the £2,100,000 initial cash payment, consideration of up to
£675,000 will be payable in cash subject to the earnings of Maintech in the
years to 30 April 2006 and 30 April 2007. The consideration is subject to
adjustment based on the net assets at completion but with an overall cap on
consideration of £3,000,000. It is estimated that there will be approximately
£170,000 of cash in Maintech at completion, before any payment in respect of the
net asset adjustment.
Maintech was established in 1999 and 3 of the 4 directors will remain with the
business following the acquisition. It has two subsidiary companies, Eastern
Private Network Management Limited ('EPNM') and Maintenance and Technical
Services (Midlands) Limited ('MTSM'), both of which are included in the
acquisition. EPNM owns assets used in private power networks which are leased
to customers; MTSM is non-trading. Maintech does not produce consolidated
accounts.
Aggregated adjusted operating profits of Maintech for the year ended 30 March
2005 were £549,000. The audited accounts show turnover of £4,211,514 and
adjusted operating profit of £487,000. The un-audited statutory accounts of EPNM
for the year to 30 March 2005 showed turnover of £91,000 and operating profit of
£62,000. Net assets of Maintech at 30 March 2005 were £478,000 and of EPNM,
£362,000. The initial consideration of £2,100,000 payable at completion
represents a multiple of adjusted aggregated operating profits of 3.8 times. If
the full amount of additional consideration were to be paid in respect of the
year to 30 April 2006, the total consideration payable of £2,775,000 would
represent a multiple of aggregated adjusted operating profits of 5.1x.
Simon Rigby, Chief Executive of Spice Holdings, said:
'The acquisition of Maintech is another step in the development of our
Electricity Service Division as one of the leading players in the sector.
Maintech has a super range of commercial and industrial clients and provides us
with some excellent opportunities to offer its services to our Facilities
Services Division clients. Its customer base provides the Group with an
exciting cross selling opportunity for our growing Energy Management business,
as organic growth within our company accelerates.
'We are delighted that three of the directors of Maintech will be joining us and
look forward to seeing the business grow and develop as part of Spice.'
Richard Jupp, Managing Director of Maintech, said:
'We have known and worked with people in the Freedom business for many years and
are excited to join a business focused on growth in the electrical services
market.'
...Ends...
For further information, please contact:
Spice Holdings plc Tel: 0113 384 3838
Simon Rigby, Chief Executive Officer
Oliver Lightowlers, Group Finance Director
Carl Chambers, Corporate Development Director
Financial Dynamics Limited Tel: 020 7831 3113
Sally Lewis
Billy Clegg
NOTES TO EDITORS
Spice Holdings plc
Spice is a support services business operating in the utilities and facilities
management sector. The Group's operations were founded in 1996 and have their
origins in the electricity industry, though the range of activities has since
been expanded into the water sector, niche telecommunications services, the
public sector and commercial facilities management. Spice's businesses have a
common theme of delivering and co-ordinating infrastructure services to
customers, and the technological element within the product mix has been built
up significantly over the course of the last three years.
www.spiceholdings.com
www.maintechservices.com
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