Anite Group PLC
3 September 2001
Anite Group plc
('Anite' or 'Company')
3 September 2001
Anite acquires Parsec Systems Limited for up to £27 million
INTRODUCTION
Anite, the European IT consultancy and services company, today
announces that it has acquired the entire issued share capital
of Parsec Systems Limited ('Parsec'), an e-business solutions
design and development specialist, for a maximum consideration
of £27 million.
The total consideration comprises an initial consideration of
£7 million ('Initial Consideration') with up to a further £20
million deferred consideration ('Deferred Consideration'),
payable on the achievement by Parsec of certain profit and
revenue targets for the period to 30 April 2004.
BACKGROUND TO AND REASONS FOR ACQUISITION
This acquisition further strengthens Anite's position in the e-
business solutions market and adds significant expertise in
application design and development. Parsec was founded in
1997, is based in Aylesbury, and has enjoyed rapid and
significant growth, with particular recent success in the
financial services sector where clients include Skandia Life,
Halifax, and Mellon Global Investment. A broad portfolio of
projects is undertaken for clients, with a focus on e-business
services such as the publishing and distribution of on-line
information, transaction of new business and self-service
management systems.
The addition of Parsec to the Anite group will significantly
increase its presence in the UK consultancy and services
business, matching its established presence in finance and
insurance in continental Europe.
CONSIDERATION
The Initial Consideration will be satisfied as to:
1. £1.75 million by the issue by Anite of Anite loan notes
to be bank guaranteed from 1 May 2002 ('Initially Unguaranteed
Loan Notes');
2. £1.5 million by the issue by Anite of Anite bank
guaranteed loan notes ('Guaranteed Loan Notes');
3. £250,000 in cash (payable from existing resources) or by
the issue of conditional Initially Unguaranteed Loan Notes;
and
4. £3.5 million by the issue and allotment by Anite of
2,501,787 ordinary shares of 10 pence each in the capital of
Anite ('Anite Shares'), at the rate of 139.9 pence per
ordinary share.
Each tranche of Deferred Consideration will be satisfied as
to:
1. 50% by the issue and allotment by Anite of Anite Shares;
and
2. 50% by the issue by Anite of Initially Unguaranteed Loan
Notes, or, after May 2002, Guaranteed Loan Notes.
As at 31 October 2000 (being the last date to which annual
audited accounts for Parsec have been prepared) the value of
the net assets the subject of the transaction was £792,989
with profits attributable to those net assets for such 12
month period of £1,412,255 (before payment of management
bonuses of £942,000) on turnover of £3.76m. Parsec currently
employs around 55 consultants and has enjoyed very high
utilisation rates on a number of significant projects.
ANITE'S CHIEF EXECUTIVE JOHN HAWKINS, COMMENTING ON THE
ACQUISITION, SAID:
'The acquisition of Parsec is in line with our stated strategy
to establish Anite as a leading European IT consultancy and
managed services business. It adds at a stroke a significant
enhancement to our e-business offering as well as bringing new
core skills and clients to our IT consultancy business in the
UK.'
FOR FURTHER INFORMATION PLEASE CONTACT: WWW.ANITE.COM
ANITE GROUP PLC 0118 945 0121
John Hawkins, Chief Executive
GOLIN/HARRIS LUDGATE 020 7324 8888
Reg Hoare/Laurence Read
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