Acquisition
Tribal Group PLC
11 February 2002
Tribal Group plc ('Tribal Group' or the 'Company')
Acquisitions of FD Learning Limited ('FDL') and Hipkins Associates Limited
('Hipkins')
Tribal Group, the provider of professional support services to the UK public
sector, is pleased to announce the acquisitions of FDL and Hipkins.
FDL
FDL is a leading provider of IT solutions to the post-16 education and training
market. Its principal focus is the further education sector ('FE'), although it
is increasingly working in higher education and with local authorities. FDL
currently has contracts with approximately one quarter of the 450 FE colleges in
England and Wales, providing a range of information and service solutions that
include a number of long term managed service contracts.
FDL is also one of the leading developers of online learning in the UK education
sector. It has been closely involved in the development of learndirect, the
e-learning network created by Ufi Limited, the organisation bringing about the
government's concept of 'university for industry'. learndirect can be accessed
via a network of over 1,400 learndirect centres in England, Wales and Northern
Ireland and through e-learning facilities based in the workplace.
The acquisition of FDL further consolidates Tribal Group's position as one of
the leading providers of support services to the FE sector, and also strengthens
Tribal Group's training and e-learning capabilities.
FDL's business was established in 1980 and it has worked with Tribal Group
companies for several years. It has a reputation for excellent technical
ability and customer service. FDL is based in Sheffield and employs
approximately 120 people.
Tribal Group has purchased 99.3 per cent. of the ordinary share capital of FDL,
with the balance of 0.7 per cent. being retained by the FDL management. In the
year ended 31 May 2001, FDL achieved an operating profit of £1,229,000 on
turnover of £7,242,000, after writing off all research and development costs.
On the basis of management accounts for the six months ended 30 November 2001,
FDL achieved an operating profit of £519,000 on turnover of £4,116,000.
The initial consideration of £7.4 million is to be satisfied by:
- £6.9 in bank guaranteed loan notes; and
- £0.5 in cash.
At completion, FDL had cash balances of approximately £0.5 million.
Further consideration of £1.0 million (the 'Further Consideration') will be paid
on FDL achieving certain specified performance criteria. The Further
Consideration will be satisfied by the issue of bank guaranteed loan notes.
Deferred consideration of £4.0 million (or £5.0 million in the event that the
Further Consideration does not become payable) (the 'Deferred Consideration')
will be paid provided the operating profit of FDL for the 16 months ending 31
May 2003 (the 'Operating Profit') is not less than £2.0 million. For every £1
by which the Operating Profit falls below £2.0 million, the Deferred
Consideration will be reduced by £6. Thirty per cent. of the Deferred
Consideration will be satisfied by the issue of new Tribal Group shares and the
balance of 70 per cent. by the issue of bank guaranteed loan notes or, at the
vendors' option, new Tribal Group shares.
Hipkins
Tribal Group is also pleased to announce the acquisition of 100 per cent. of the
issued share capital of Hipkins. Hipkins provides quantity surveying and
related property services, primarily to the education sector. It works closely
with Tribal Property Services and will form part of that division's activities.
In the year ended 31 May 2001, Hipkins achieved a normalised operating profit of
£147,000 on turnover of £413,000. In the six months ended 30 November 2001,
Hipkins achieved a normalised operating profit of £79,000 on turnover of
£272,000. The consideration of £700,000 will be satisfied by the issue of
£300,000 of bank guaranteed loan notes and the issue of 126,296 new Tribal Group
shares ('New Tribal Group Shares').
Application has been made for admission of the New Tribal Group Shares to
trading on the Alternative Investment Market of the London Stock Exchange
('AIM'). It is expected that the New Tribal Group Shares will commence trading
on AIM on 22 February 2002. The New Tribal Group Shares will rank pari passu in
all respects with the existing ordinary shares of the Company.
Commenting on the acquisitions, Henry Pitman, Chief Executive of Tribal Group,
said:
'I am delighted that FDL and Hipkins are joining Tribal Group. The acquisition
of FDL has considerably strengthened the IT capacity within the Group and has
further confirmed our position as one of the leading providers of support
services to the FE market. We believe that, as part of Tribal Group, FDL will
be able to accelerate its growth in the education and other public sector
markets. Already, working with Tribal Group, FDL has won a significant managed
service contract in the FE sector. We see many other opportunities for FDL to
work with Tribal Group businesses offering customers an integrated package of
services.
The acquisition of Hipkins will complement and strengthen the activities of
Tribal Property Services and will allow us to provide our education customers
with a more comprehensive range of property services.'
For further information contact:
Henry Pitman, Chief Executive - Tribal Group plc - 01386 702900
Nick Naylor, Baird - 020 7667 8419
END
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