Tribal Group PLC
1 March 2002
Tribal Group plc ('Tribal Group')
Acquisition of Secta Group Limited ('Secta')
Tribal Group, the provider of professional support services to the UK public
sector, is pleased to announce the acquisition of Secta.
Secta is the largest specialist healthcare consultancy in the UK, providing a
range of consulting services to the health and social care sectors. It has long
standing relationships with central government and NHS bodies, as well as
private sector companies working in the healthcare field. Secta has worked with
a majority of NHS Trusts and Health Authorities and all four UK government
health departments.
Secta has six offices in the UK (Southampton, London, Birmingham, Wakefield,
Manchester and Glasgow) and employs over 60 staff.
The acquisition is Tribal Group's first move into the healthcare sector to
complement its strong presence in education and local government and will enable
Tribal Group increasingly to provide integrated support services across the
public sector.
Tribal Group has purchased 100 per cent. of the issued share capital of Secta.
In the year ended 31 March 2001, Secta achieved a normalized operating profit of
£1.03 million on turnover of £5.41 million. Secta is continuing to grow
strongly and the management accounts for the 10 months to 31 January 2002 show
normalized operating profit of £1.23 million on turnover of £6.04 million.
The initial consideration of £8.65 million is to be satisfied by:
• £5.04 million in bank guaranteed loan notes;
• £1.56 million in cash; and
• the issue of 719,839 new ordinary shares of 5p each in Tribal Group ('New
Tribal Group Shares (Secta)')
At completion, Secta held cash balances of approximately £950,000. Further
consideration of up to £400,000 (to be satisfied by bank guaranteed loan notes)
will be payable in respect of the level of cash balances held by Secta at 31
March 2002.
Additional consideration will be payable on the basis of the audited accounts of
Secta for the year ending 31 March 2002. For every £1 by which the normalized
operating profit is more than £1 million, Tribal will pay additional
consideration of £7.80. The additional consideration will be payable following
the publication of Tribal Group's results for the year ending 31 March 2002. £1
million of the additional consideration will be payable in cash or, at the
Sellers' option, bank guaranteed loan notes, with the balance payable by the
issue of new Tribal Group shares.
Deferred consideration will be paid based on the growth in operating profit of
Secta in the three years ending 31 March 2005. The deferred consideration will
be satisfied by the issue of new Tribal Group shares or, at Tribal Group's
option, bank guaranteed loan notes.
The aggregate of the additional consideration and the deferred consideration
will be capped at £7.2 million. As a consequence, the total purchase
consideration will be capped at £16.25 million.
Commenting on the announcement, Henry Pitman, Chief Executive of Tribal Group,
said: 'We have been looking to develop our presence in healthcare for some time,
but were determined to make that move with a market leader. Healthcare is a key
area of government investment and through the acquisition of Secta, with its
strong brand and extensive range of high quality consulting services, we are now
well placed to become a leading support services provider in this sector.'
'The acquisition of Secta supports our strategy of developing a range of
consulting, property, human resources and information management services across
our target markets in education, local authorities and health. We see
significant opportunities for other Tribal Group companies to market their
services to Secta's customers in health.'
Application has been made for admission of the New Tribal Group Shares (Secta)
to trading on the Alternative Investment Market of the London Stock Exchange
('AIM'). Application has also been made for the admission of an additional
160,714 new ordinary shares of 5p each in Tribal Group ('New Tribal Group Shares
(APD)') to trading on AIM.
The New Tribal Group Shares (APD) constitute the additional consideration
payment to the vendors of APD Technical Limited ('APD Technical') following the
acquisition of 100 per cent. of the issued share capital of APD Technical by
Tribal Group on 21 November 2001.
It is expected that the New Tribal Group Shares (Secta) and the New Tribal Group
Shares (APD) will commence trading on AIM on 8 March 2002. The New Tribal Group
Shares (Secta) and the New Tribal Group Shares (APD) will rank pari passu in all
respects with the existing ordinary shares of 5p each in Tribal Group.
END
For further information contact:
Henry Pitman, Chief Executive Tribal Group plc Tel:01386 702900
Nick Naylor, Director Robert W Baird Limited Tel:0207488 1212
1 March 2002
This information is provided by RNS
The company news service from the London Stock Exchange
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