Spice Holdings PLC
01 July 2005
SPICE ACQUIRES LAMVA LIMITED
Spice Holdings plc ('Spice' or the 'Group'), the provider of outsourced support
services to the UK electricity, telecoms and water sectors, announces that it
has conditionally acquired the entire issued share capital of Lamva Limited
('Lamva') for a total net consideration of £5.9 million, subject to adjustment
based on the net working capital at completion.
Acquisition Highlights
* Lamva is a specialist provider of civil and electrical services to the
electricity utility sector;
* Consideration to be settled as to £6.4 million in cash and £0.5 million
in shares ('the Consideration Shares') in Spice. Lamva is being acquired
with estimated £1.0 million of cash, resulting in total net consideration of
£5.9 million;
* 324,331 Consideration Shares to be issued at 174.21 pence per share;
* Completion is subject to the Admission of the Consideration Shares onto AIM;
* Net consideration represents a multiple of 4.1 times adjusted operating
profits;
* Reinforces Spice's presence and expertise in higher value specialist
electricity services market; and
* Moves Spice into overhead line work and greatly increases its major
projects capability.
Lamva provides civil and electrical services to the electricity utility sector.
Its range of services includes switchgear changes; new connections; overhead
line renewal and maintenance; electrical and civil design services and wayleaves
services. It operates primarily in the East and South of England and employs 215
people. Its customers include electricity distribution companies and windfarm
operators. The business was established in 1998 by David and Christine Cantwell
and grew following the appointment of a managing director, Andrew Catchpole, and
senior managers from the electricity industry in 2001. David and Christine
Cantwell will be resigning as Chairman and Company Secretary with effect from
completion. The other directors will remain with the business.
Spice has worked alongside Lamva as fellow Key Strategic Partners of EdF Energy,
the distribution network operator which covers much of Eastern and Southern
England, and we have had joint working arrangements for many years. In 2004,
Lamva was named as one of the 100 fastest growing companies in The Sunday Times/
Virgin Atlantic Fast Track 100 Awards being the fastest growing private company
in the East of England.
The consideration will be settled as to £6.4 million in cash and £0.5 million in
shares in Spice. 324,331 shares have been issued and allotted at an issue price
of 174.21 pence to satisfy the Consideration Share requirement and an
application has been made to the London Stock Exchange for the admission of
those shares to the Alternative Investment Market ('Admission'). Completion of
the transaction is subject only to Admission. Admission to AIM of the
Consideration Shares is expected to take place on 7 July 2005. The Consideration
Shares will be issued credited as fully paid and will rank pari passu in all
respects with the existing issued ordinary shares in the Spice (including the
right to receive all dividends and other distributions declared or paid thereon
following admission).
The audited financial statements of Lamva for the period ended 31 March 2005
showed turnover of £15.5 million, operating profits of £1.4 million and pre-tax
profits of £1.5 million (after adjusting in each case for the costs of resigning
directors and other non-recurring employment costs) with total net assets of
£2.0 million. The total consideration payable is £6.9 million but, at
completion, it is estimated that the business will have £1.0 million net cash
available making the effective net consideration payable £5.9 million. After
adjusting for the cash acquired with the business and for the non-recurring
employment costs of resigning directors, the adjusted net consideration
represents a multiple of 4.1 times operating profits.
Lamva's current business activities will be rebranded under the Freedom name
(the trading name of Spice's Electricity Services Division) as the services it
provides are of a similar nature to those provided by Freedom.
Simon Rigby, CEO of Spice Holdings, said: 'Lamva is a highly regarded supplier
of skilled services into the electricity sector and will be an excellent
addition to our Electricity business. A well trained and skilled workforce is
key to the continued development of our Electricity Services Group as a whole
and Lamva assists greatly in this respect. It has a strong presence in Eastern
and Southern England and as part of our Freedom businesses will help us develop
our activities in those regions. Additionally, it enhances our ability to
continue our expansion in other parts of the country. It will significantly
reinforce our presence and expertise in this sector. Lamva has a higher
proportion of engineering support activities than Spice and therefore moves us
considerably up the value chain. It will greatly increase our major projects
capability as well as moving us into overhead line work.'
Andrew Catchpole, Managing Director of Lamva said: 'We have known of and worked
with Freedom for several years and are delighted to be joining the Spice Group.
Lamva has developed a strong presence in its market and the amalgamation with
Freedom will enable us to move into new geographical areas. Together we will
provide a talented and skilled workforce, which delivers high quality services.'
Andrew Catchpole will assume the role of Operations Director within the
Electricity Services Division of Spice.
For further information, please contact:
Spice Holdings plc Tel: 0113 384 3838
Simon Rigby, Chief Executive Officer
Carl Chambers, Corporate Development Director
Rawlings Financial PR Limited Tel: 01756 770 376
Catriona Valentine
NOTES TO EDITORS
SPICE HOLDINGS PLC
Spice is a support services business operating predominantly in the utilities
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 and the public sector.
Spice's businesses have a common theme of delivering and coordinating
infrastructure services to customers (typically in regulated industries), 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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