Acquisition
Eleco PLC
19 December 2002
19 December 2002
Eleco plc
('Eleco')
Proposed Acquisition of Consultec Group AB ('Consultec')
The Board of Eleco announces that, further to its announcement of 12 July 2002,
the necessary due diligence process in connection with the Company's option to
acquire the Swedish software group, Consultec, has been completed on a basis
satisfactory to Eleco.
Accordingly, Eleco has now entered into a formal sale and purchase agreement for
the acquisition of Consultec, subject, inter alia, to the approval of Eleco
Shareholders in General Meeting and to listing being granted by the United
Kingdom Listing Authority for the Eleco Ordinary Shares to be issued to the
vendors of Consultec as part of the purchase consideration.
The total consideration to be paid by Eleco for the proposed acquisition is
approximately £3,778,000 which is now made up of SEK33,748,000 (approximately
£2,380,000) payable in cash, which will substantially be financed from existing
medium term bank facilities, and approximately £1,398,000 in Eleco Ordinary
Shares, based on the issue to the vendors of 5,705,660 Eleco Ordinary Shares at
the closing middle market price on 18 December 2002 of 24.5p each. The Eleco
Ordinary Shares to be issued will rank pari passu in all respects with the
existing issued Eleco Ordinary Shares except that they will not entitle the
holders thereof to receive any interim dividend that may be declared by the
Directors of Eleco in respect of the year ending 30 June 2003. The Vendors have
agreed to retain the Consideration Shares for a minimum of two years.
Consultec, headquartered in Skelleftea, Sweden, is a leading developer and
supplier of design, estimating, on-site management and timber engineering
software for the Scandinavian construction market. It supplies construction
software and related services to more than 1,000 customers in the Swedish
construction industry. In the year ended 31 December 2001, the date of its last
audited accounts, Consultec showed profits before tax under Swedish GAAP of SEK
2,801,000 (approximately £188,000) on turnover of SEK 49.1 million
(approximately £3.3 million). Net assets at 31 December 2001 amounted to SEK
13,557,000, (approximately £888,000). It is proposed that Mats Lovgren,
President of Consultec, will join the Board of Eleco in due course as Chief
Executive of Eleco's software interests. Mr. Lovgren will be employed under a
contract requiring 12 months' notice from the Company.
Listing Particulars will be sent to shareholders of Eleco as soon as practicable
containing details of the proposed acquisition of Consultec together with a
Notice convening an Extraordinary General Meeting of Eleco to approve the
proposed acquisition.
Mats Lovgren, President of Consultec, commented:
'My colleagues and I have greatly admired the progress made by Eleco in
establishing itself as a buildings systems and software group in recent years.
We therefore look forward very much to joining the Eleco group at a time when
the construction industry worldwide is becoming increasingly aware of the
efficiencies and benefits that can be derived from the application to building
systems and projects of well designed and co-ordinated construction software and
internet solutions.'
John Ketteley, Executive Chairman of Eleco said:
' Consultec, which Eleco has worked with since 1997, is a major force for
innovation in construction software in Sweden where it has an enviable track
record in the development and marketing of its comprehensive construction
software range. I am confident that time will show that Consultec, as a member
of the Eleco group, will make a major impact in the UK and other international
markets, as it has in its own home market.
I am pleased to say that Eleco has continued to make progress despite the
difficult economic conditions generally and trading results for the first five
months of the current financial year are ahead of those for the corresponding
period last year.'
Enquiries to:
John Ketteley, Executive Chairman Tel: 01920 443 830
Eleco plc
David Dannhauser, Finance Director Tel : 01920 443 830
Eleco plc
Julian Cazalet/Robert Constant Tel: 020 7588 2828
Cazenove
Tarquin Edwards/Simon Rothschild Tel: 020 7929 5599
Holborn
Cazenove is acting as broker and sponsor to Eleco in connection with the
transaction. Cazenove is regulated by the Financial Services Authority and is a
member of the London Stock Exchange
This information is provided by RNS
The company news service from the London Stock Exchange