Tribal Group PLC
19 April 2004
19 April 2004
Tribal Group plc
Acquisition of Aldcliffe Computer Systems Limited
Tribal Group plc ('Tribal Group') is pleased to announce the acquisition of
Aldcliffe Computer Systems Limited ('Aldcliffe') for a total consideration of up
to £4.46 million.
Aldcliffe is a leading developer, supplier and supporter of administrative
software for work-based learning (WBL) providers. WBL is the provision of
practical and theoretical training to people in the work place who are pursuing
vocational training and modern apprenticeships. Aldcliffe's MAYTASTM software
is used to maintain trainee records and facilitate claims for government
funding, principally from the Learning and Skills Council, Education and
Learning Wales and Scottish Enterprise.
Aldcliffe has a major share of the WBL administration market with over 300
customers and a significant proportion of the larger providers.
Aldcliffe will become part of Tribal Technology, the IT division of Tribal
Group. Tribal Technology is already a leading provider of management
information systems to the education sector, with approximately 30% of the
further education market. The acquisition of Aldcliffe will allow Tribal
Technology to grow its product offering and market share in further education,
particularly colleges that offer work-based learning.
The initial consideration for the entire share capital of Aldcliffe of £2.66
million has been satisfied by:
• £1.985 million in cash; and
• the issue of 321,756 new ordinary shares of 5p each in Tribal Group plc
Deferred consideration of up to £1.8 million will be paid based on the growth in
operating profit of Aldcliffe in the periods ending 31 March 2007. The deferred
consideration will be satisfied by the issue of new Tribal Group shares or, at
Tribal Group's option, loan notes, save for the first £420,000 of deferred
consideration which will be satisfied in loan notes.
In the year ended 31 March 2004, Aldcliffe had a normalised operating profit of
£500,000 on turnover of £1.7 million. Net assets at completion were
approximately £620,000 including cash balances of approximately £600,000.
Application will be made for admission of the 321,756 shares to be issued as
initial consideration to trading on the Official List of the UK Listing
Authority and to trading on the London Stock Exchange. It is expected that these
shares will commence trading on the Official List on 21 April 2004. The shares
will rank pari passu in all respects with the existing ordinary shares of 5p
each in Tribal Group. The Aldcliffe vendors have given an undertaking not to
sell the shares issued as initial consideration before the preliminary
announcement of Tribal Group's results for the year ending 31 March 2005.
Commenting on the acquisition, Henry Pitman, Chief Executive of Tribal Group,
said: 'We are delighted to announce the acquisition of Aldcliffe, which will
allow us to extend our range of IT products and services into the education and
training sector.'
For further information contact:
Henry Pitman, Chief Executive - Tribal Group plc - 01285 886020
About work-based learning
The Learning and Skills Council provides over £7 billion of funding per annum to
support further education, sixth form colleges and work-based learning. There
are over 1,100 WBL providers in the UK with an estimated annual funding
requirement of approximately £1 billion. These providers include national
organisations, local authorities, further education colleges and private
training companies.
End
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