Spice PLC
25 September 2007
25 September 2007
Spice plc
Acquisitions of GMT Holdings Limited and Mechanical
and Electrical Training Company Limited
Spice plc ("Spice" or "the Group"), the provider of outsourced infrastructure
support services to the Commercial, Public and Utility Sectors, is pleased to
announce the acquisitions of GMT Holdings Limited and Mechanical and Electrical
Training Company Limited.
These acquisitions will both become part of Spice's Public Services division and
further extend the national footprint of Spice's gas business as well as
enhancing and supporting the supply and retention of skilled engineers in the
Group.
Mechanical and Electrical Training Company Limited
The acquisition of Mechanical and Electrical Training Company Limited ("MET") is
for an initial cash consideration of £4.0 million. The price paid represents a
multiple of 4.95 times adjusted operating profit for the year ended 31 January
2007. Additional contingent cash consideration will be payable for the 24 month
period ending 31 August 2009 based on the performance of MET over that period.
This consideration will be calculated as a multiple of 4.0 times operating
profits for the 14 months ending 31 October 2008 and a multiple of 3.0 times
operating profits for the 10 months ending 31 August 2009.
The initial consideration is subject to adjustment based on the working capital
at completion with a maximum adjustment of £0.6m becoming payable following the
production and agreement of completion accounts. There will be a cap on the
maximum total consideration payable, including contingent consideration and the
working capital adjustment, of £15.6 million.
MET was established in 2002 and is principally owned by its directors, Andrew
MacDonald and Leslie Wilson and Atlas Trust Company (Jersey) Limited. Both
Andrew MacDonald and Leslie Wilson will remain with the business following the
acquisition. MET employs 59 people.
MET provides training services to learners in the plumbing, electrical, gas, and
heating (including renewable energy installations) sectors. These learners are
typically either self funded or part of publicly funded or employer supported
training arrangements.
MET has a well developed, nationally recognised and accredited syllabus and
draws learners from across the UK to its dedicated training centre in Rotherham.
MET also assists learners with course related work placements and with finding
permanent employment upon attaining qualifications.
The unaudited financial statements of MET for the year ended 31 January 2007
show turnover of £3.7 million and adjusted operating profits of £0.8 million.
Net assets at 31 January 2007 were £0.5 million.
GMT Holdings Limited
The acquisition of GMT Holdings Limited and its wholly owned subsidiary, Gas
Maintenance and Training Limited (together "GMT"), is for an initial cash
consideration of £2.5 million. The price paid represents a multiple of 6.2 times
adjusted operating profit for the year ended 30 June 2007. Additional contingent
cash consideration of 3.0 times operating profit for the 12 months ending 31
August 2008 will also be payable based on the performance of GMT over that
period
The initial consideration is subject to adjustment based on the working capital
at completion with a maximum adjustment of £0.05 million becoming payable
following the production and agreement of completion accounts. There will be a
cap on the maximum total consideration payable, including contingent
consideration and the working capital adjustment, of £5.05 million.
GMT was established in1998 and is owned by Andrew MacDonald and Atlas Trust
Company (Jersey) Limited. Andrew MacDonald is one of two current directors of
GMT and will be remaining with the business following the acquisition.
GMT installs, services and maintains gas appliances and heating systems in over
19,000 domestic and commercial properties owned by social housing bodies and
local authorities in South Yorkshire and the North Midlands. Service and
maintenance agreements are typically for periods of between two and five years.
The range of services provided includes the annual review of appliances and
systems, the production of certificates for landlords confirming compliance with
safety regulations and any related servicing and repairs. GMT employs 38 people
including approximately 25 CORGI registered gas engineers.
The unaudited financial statements of GMT for the year ended 30 June 2007 show
turnover of £2.1 million and adjusted operating profits of £0.4 million. Net
assets at 30 June 2007 were £0.1 million.
Simon Rigby, Chief Executive Officer of Spice, said:
"The acquisition of GMT strengthens our Public Services division and means that
our operational capability is now extended to also cover South Yorkshire and the
North Midlands. Spice remains committed to its strategy of achieving national
coverage in the UK market, using established regional businesses and brands.
Across the Public Service division, we now have access to nearly 340 CORGI
registered gas engineers which provides us with an excellent platform to provide
our clients with a responsive and effective service.
The acquisition of MET will provide our Public Services division with a ready
supply of 'best in class' gas, plumbing and heating engineers whilst offering a
sustainable and growing entry into the training market.
MET offers significant opportunities for cross selling and the prospect of
further strengthening, supporting and adapting the skills of our workforce
throughout Spice.
The introduction of new training modules (not least in support of our
Electricity business), widening the marketing and increasing regulatory
requirements provides a solid foundation for the future of MET as part of Spice.
Both acquisitions are valuable additions to the Group in their own right (and we
expect to grow both GMT's and MET's profits over the current year) but also mark
significant platforms for us to enter the commercial gas market and also to
support National Grid Gas further."
Andrew MacDonald, Managing Director of both GMT and MET, said:
"Both GMT and MET are delighted to be joining Spice, which provides an excellent
platform and opportunity to achieve the business ambitions for both companies.
I believe there are substantial opportunities for us with MET becoming a "
private training" market leader offering sustainable opportunities and further
development to both staff and learners alike, and GMT sustaining a market growth
strategy based on quality service delivery.
Our gas business will add further coverage to the existing Spice operations and
provides GMT with access to a much wider resource base. We have been impressed
by the commitment to training across the Spice group and I believe MET will
continue to grow its training activities within Spice."
Ends
Enquiries:
Spice plc Tel: 0113 384 3838
Simon Rigby, Chief Executive Officer
Oliver Lightowlers, Group Finance Director
Carl Chambers, Corporate Development Director
Financial Dynamics Tel: 020 7831 3113
Billy Clegg
Caroline Stewart
KBC Peel Hunt Tel: 020 7418 8900
Julian Blunt
NOTES TO EDITORS
Spice plc
Spice is a support services business operating in the Commercial Services,
Public Services and Utility Services sectors. 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 energy management 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.
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