Spice Holdings PLC
14 November 2005
SPICE EXPANDS WATER SERVICES WITH ACQUISITION OF KEMAC
Spice Holdings plc ('Spice') is pleased to announce the acquisition of Kemac
Services Limited ('Kemac'), a water services business, for a total consideration
up to £6.25 million.
Initial consideration of £2.0 million is payable in cash at completion. This
initial consideration is subject to adjustment on a pound for pound basis where
net assets are more or less than £0.45 million, subject to a maximum upward
adjustment of £0.25 million. Additional consideration up to a maximum of £4.0
million will be payable based on the earnings of the business for the 18 months
to 30 April 2007. Of this additional consideration, £0.75million will be paid on
31 August 2006 subject to achievement of certain targets. Loan Notes amounting
to £4.0 million will be issued on completion in relation to the additional
consideration and will be redeemed or cancelled based on the amount payable as
additional consideration. The total consideration payable for Kemac will not
exceed £6.25 million.
Kemac provides meter survey and installation, meter reading, leakage detection,
water regulations inspection and rectification and emergency plumbing services
to the water utility market in the United Kingdom. Its customers include a
number of major water utilities, whose geographic territories are complementary
to those in which Spice's Water Services Division currently operates. The water
utility market is still expanding year on year and this growth is being driven
by operating and capital efficiency/savings targets set by the Regulator, as
part of the AMP4 price determinations. As a result of these targets, water
utilities will increasingly use third party outsourced support services to work
within the new price determinations.
In the audited financial statements for the year to 31 December 2004, Kemac
reported turnover of £4.2 million, operating profit of £0.3 million and pre-tax
profit of £0.3 million. Net Assets at 31 December 2004 were £0.24 million. It is
estimated that the business will have net cash balances at completion of £0.2m
and the initial consideration (after adjusting for this net cash balance)
represents a multiple of 6 times operating profits for the year to 31 December
2004. Since that date, the business has experienced growth based on new
contracts and enhancement of existing contracts.
Kemac will form part of Spice's Water Services Division and the previous joint
owners of Kemac, Sean Kelly and Mark McTighe, will remain with the business.
Simon Rigby, Chief Executive Officer of Spice, said: 'The acquisition of Kemac
gives us a great opportunity to broaden our customer base, as there is virtually
no overlap with the existing Spice customers, and to increase the range of
services that our Water Services Division is able to offer. Furthermore, we
believe that the acquisition will be earnings enhancing in our first year of
ownership. Kemac will strengthen the Division and, as part of a larger group
with greater resources and skills, enable the business to expand its activities
with existing clients and to attract new clients. We are delighted to welcome
Sean Kelly and Mark McTighe to the Group.'
PRE-CLOSE TRADING STATEMENT
Spice's interim results for the period ended 30 October 2005 will be announced
on Monday 16 January 2006. A results briefing for analysts will be held on that
morning. Further details of this briefing will be announced nearer the time.
The Board of Spice is pleased to advise that the trading of the Group continues
to be in line with the Directors' expectations.
For further information, please contact:
Spice Holdings plc Tel: 0113 384 3838
Simon Rigby, Chief Executive Officer
Carl Chambers, Corporate Development Director
Oliver Lightowlers, Group Finance Director
Rawlings Financial PR Limited Tel: 01756 770 376
Catriona Valentine
NOTES TO EDITORS
Spice Holdings plc
Spice is a support services business operating in the utilities and facilities
management sector. The Group's operations were founded in 1996 and have their
origins in the electricity industry, though the range of activities has since
been expanded into the water sector, niche telecommunications services, the
public sector and commercial facilities management. Spice's businesses have a
common theme of delivering and co-ordinating infrastructure services to
customers, and the technological element within the product mix has been built
up significantly over the course of the last three years.
This information is provided by RNS
The company news service from the London Stock Exchange
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