Acquisition
Brulines (Holdings) PLC
04 September 2007
Press Release 04 September 2007
Brulines (Holdings) plc
('Brulines' or 'the Company')
Acquisition
Brulines (Holdings) plc (AIM:BRU), the leading provider of draught alcoholic
drinks volume, quality and profit protection systems for the UK licensed
on-trade, is pleased to announce that it has entered into a conditional contract
to purchase all the issued share capital of Nucleus Data Holdings Limited ('
Nucleus') for an initial consideration of £3,800,000. Of this £3,467,500 will
be paid in cash, with the balance satisfied by the issue of ordinary shares of
10p each in the Company ('Ordinary Shares').
A further consideration of up to £700,000 in loan notes may be payable depending
on performance of the two businesses' brand quality monitoring products in the
licensed on-trade in the period to 31 March 2009.
Completion is conditional on the Office of Fair Trading ('OFT') making a
decision not to refer the proposed merger to the Competition Commission under
section 33(1) of the Enterprise Act 2002. Assuming no such reference is made it
is anticipated that completion of the acquisition will take place in November
2007.
The number of Ordinary Shares issued will be dependent on the lower of closing
mid-market price on the last dealing day before the date of the signing of the
sale and purchase agreement or the closing mid-market price on the last dealing
day before completion. Application will be made for the new Ordinary Shares to
be admitted to trading on the Alternative Investment Market of the London Stock
Exchange.
Established in 2000 and based in Tadcaster, North Yorkshire, Nucleus supplies
data capture devices, communication platforms, data management, service and
maintenance, and market intelligence services to the UK licensed on-trade.
In the year ended 31 December 2006, Nucleus made a profit on ordinary activities
before taxation of £302,000 on a turnover of £3,103,000. At 31 December 2006
the consolidated net assets of Nucleus amounted to £565,000.
Post acquisition the businesses of Brulines Limited and Nucleus Data Limited
will be fully merged. The two current executive directors of Nucleus Data
Limited, Jeff Anspach and Clive Consterdine, will be appointed directors of
Brulines Limited in senior commercial roles that will have a significant
influence on the success and direction of Brulines' product portfolio. The two
Nucleus non-executive directors, Jim Walsh - the founder and majority
shareholder - and James Crawfurd-Porter are not involved in the executive
management of Nucleus and will resign on completion.
As a result of the anticipated completion occurring in November 2007, the
acquisition is expected to be earnings neutral in the year to 31 March 2008.
The expected synergies between the two businesses, largely in terms of overhead
savings, are expected to be earnings enhancing in the year to 31 March 2009.*
Brulines believes that there are significant strategic benefits from the
acquisition, as James Dickson, Chief Executive, outlines: 'Not only will the
merged business be able to pool resources, thereby accelerating technology
development, but it will also deliver significant benefits across the whole
on-trade supply chain; from reduced operational complexity for Pubcos to
improved service delivery and return on investment for bar operators.'
Brulines believes that the acquisition will have significant benefits for the
various stakeholders:
• The merged business will be able to pool resources for accelerated
technology development to expand our product portfolio and improve existing
product offering.
• The merger of our operations will reduce complexity and administration for
customers who use both suppliers as a result of the significant movement of
pubs between pub companies following the acquisition / disposal process.
• Existing Nucleus customers will benefit from the scale and reaction times
of Brulines nationwide in-house field service engineering resource.
• Synergies coupled with technology pooling will allow the merged business
to develop a portfolio which is relevant to smaller bars and marginal sites
where the cost of the full dispense monitoring equipment is cost
prohibitive.
James Dickson continues: 'The acquisition of Nucleus will undoubtedly produce
enhanced earnings* next year, and it is an important strategic development in
Brulines' growth plans as it enhances product development, further strengthens
our senior team and provides a solid commercial platform from which to
accelerate our entry into new markets.'
Jim Walsh, Director and Founder of Nucleus Data Holdings Limited, commented: '
There is a great natural fit between Nucleus and Brulines in terms of people,
vision, independence, values and the need for business integrity, not to mention
the significant benefits to our shared customers. The merged business has an
exciting future as it develops its presence in a rapidly changing hospitality
market here in the UK and overseas.'
* The statement regarding earnings enhancement is not a profit forecast and
should not be interpreted to mean that Brulines' future earnings per share will
necessarily exceed or match those of any prior year.
- Ends -
Enquiries:
Brulines (Holdings) plc
James Dickson, Chief Executive
Mark Foster, Finance Director Tel: +44 (0) 1642 358 800
mark.foster@brulines.com www.brulines.com
Media enquiries:
Abchurch
Sarah Hollins / Justin Heath / Emma Johnson Tel: +44 (0) 113 203 1344
emma.johnson@abchurch-group.com www.abchurch-group.com
About Brulines
Headquartered in Stockton-on-Tees, Brulines employs more than 174 people. The
Company provides a complete 'information gateway' in more than 18,000 pubs in
the UK, capturing a wide variety of valuable information that enables licensees,
operators, owners and brewers the opportunity to improve their business success
through increased knowledge.
A more recent and rapidly growing product offer is Brand Quality Monitoring,
which scrutinises the quality of products running through beer lines in a bar;
measuring volume, temperature, flow rate and liquid type (e.g. beer, cleaning
fluid or water) at the point of dispense.
www.brulines.com
About Nucleus
Nucleus, a private company established in 2000, and based in Tadcaster North
Yorkshire, employs 40 people and at 31 December 2006 had over 2,300 dispense
monitoring installations throughout the UK.
Nucleus supplies key information to the pub operators, individual licensees and
brand owners, and has developed a particularly strong service to the regional
brewers in the UK.
In March 2007, Nucleus launched its new Starway range of products that provides
an advanced level of real time web based data and an alarm network that enables
proactive management of beer quality and cellar equipment diagnostics.
www.nucleus-data.com
This information is provided by RNS
The company news service from the London Stock Exchange