Acquisition
Velosi Limited
22 October 2007
22 October 2007
VELOSI ACQUIRES MAJORITY STAKE IN TWO COMPANIES:
K2 SPECIALIST SERVICES PTE LTD
INTEC UK LIMITED
SUBSCRIPTION RAISING £1.45 MILLION
Velosi Limited ('Velosi' or the 'Group'), a provider of asset integrity and HSE
services to a number of major national and multinational oil and gas companies,
is pleased to announce that it has acquired a 65% interest in K2 Specialist
Services Pte Ltd ('K2'), for an aggregate consideration of SGD5.6 million
(approximately £1.87 million). K2, incorporated in Singapore, provides a range
of Inspection, Testing, Integrity Management and Engineering services to the Oil
& Gas industry throughout Asia Pacific, Middle East and Central Asia.
Commenting on this acquisition, Dr. Nabil Abdul Jalil, CEO of Velosi said:
'In line with our strategy of increasing our market share in existing markets
and expanding our service offering, the acquisition of K2 increases our profile,
presence and market share in Asia Pacific, Middle East and Central Asia. K2
significantly adds to, and extends our reach for, our existing rope access
services. Additionally, K2's Rope Access Training School, one of the largest in
the world, is an extremely valuable addition to the Group's services'.
Velosi is also pleased to announce that it has acquired a 60% interest in Intec
UK Limited ('Intec'), for a maximum aggregate consideration of £1.92 million. In
addition, the vendors of Intec intend to subscribe for one million new ordinary
shares in Velosi at 145p per share raising £1.45 million, the proceeds of which
will be applied to general working capital purposes and / or acquisitions.
Intec, incorporated in the United Kingdom in 1983, provides recruitment,
training and consultancy services to a worldwide blue chip client base.
'This acquisition is a major addition to our service offering,' said Dr. Nabil
Abdul Jalil. 'Intec's commitment to quality, safety, the environment and
innovation has enabled it to build up an extensive network of contacts of over
65,000 candidates, which includes some of the most sought-after and highly
skilled personnel available. In industries where there is a distinct shortage of
high calibre individuals this is an invaluable asset to have acquired'.
John Hepworth, Managing Director of Intec said, 'The synergy between the two
companies was a major consideration for the acquisition and our confidence in
Velosi's business model is demonstrated by our subscription for one million new
ordinary shares in the Group. Through this acquisition, Velosi will be able to
support the continued expansion of our Manpower business globally by integrating
Intec's skills into the wider Group and allowing access to new markets through
its existing global network'.
K2
K2 is focused on the upstream production and drilling sectors but also offers a
defined range of services in the downstream sector. Additionally, K2 has
benefited significantly from integrating Industrial Rope Access as part of its
services to clients and now offers one of the largest Rope Access Training
School in the world. One of K2's core principles is its commitment to HSE &
Quality and is certified to ISO 9001 and accredited to several major
classification and industry societies. For the year ended 31 December 2006, K2
generated audited revenues of SGD3.36 million (approximately £1.12 million) and
pre-tax profit of SGD0.31 million (approximately £0.10 million). As at 31
December 2006, K2 had net assets of SGD0.53 million (approximately £0.18
million).
The consideration is to be satisfied by SGD2.80 million (approximately £0.94
million) in cash and the balance through the issue of new ordinary shares in
Velosi (the 'K2 Consideration Shares'). The K2 Consideration Shares will be
issued in three tranches subject to the achievement of certain performance
targets by K2 in the three financial years ending 31 December 2009. The tranches
will comprise such a number of new ordinary shares in Velosi as equates to
SGD0.7 million, SGD0.93 million and SGD1.17 million in value based on the
weighted average closing share price of Velosi's shares in the three days prior
to the audit for the respective financial period. In addition, there is a call
and put option over the remaining 35% interest in K2 for an amount based on a
multiple of five times the audited profit after tax and minority interests for
the year preceding the exercise of the option. The vendors of K2 have guaranteed
that they will achieve an aggregate profit after tax and minority interests of
at least SGD4.00 million (approximately £1.34 million) over the three financial
years ending 31 December 2009.
Intec
Intec supplies personnel from senior management and chartered engineers through
to specialist skilled workers and commercial labour to the Aviation, Engineering
and Construction, Commercial and Industrial, Power and Utilities, Oil and Gas,
and Rail industries. Intec has an ISO 9001 Quality Management System in place,
which is certified by a UKAS accredited certification body. Intec also provides
unique and wide-ranging training programmes and a consultancy and training
division that specialises in Quality, Safety and Environmental Management.
Clients are wide ranging and include Preferred Supplier Status to some of the
UK's major blue chip companies. For the financial year ended 30 April 2007,
Intec generated audited revenues of £10.36 million and pre-tax profit of £0.1
million. As at 30 April 2007, Intec had audited net assets of £0.37 million.
The consideration is to be satisfied by an initial payment of £0.08 million in
cash and £1.26 million to be satisfied through the issue of 868,966 new ordinary
shares in Velosi (the 'Intec Consideration Shares') at 145p per share. In
addition, up to a further £0.58 million will be payable through the issue of new
ordinary shares in Velosi on the achievement of certain profit targets by Intec
over a three year period. Velosi will advance a £0.13 million loan to Intec for
working capital purposes on completion of the acquisition. In addition, the
vendors of Intec have guaranteed that Intec will achieve an aggregate profit
after tax and minority interests of at least £1.05 million over three financial
years commencing from the date of the acquisition. The Intec Consideration
Shares will be held as collateral to ensure that the profit guarantee is met.
The vendors of Intec intend to subscribe for one million new ordinary shares in
the capital of Velosi at 145p per share raising £1.45 million the proceeds of
which will be applied for working capital purposes and / or acquisitions.
Application will be made for the Intec Consideration Shares to be admitted to
trading on AIM with effect from 29 October 2007.
- END -
For further information
Velosi Dr Nabil Abdul Jalil 020 7930 0777
Joe Vincent
Strand Partners James Harris 020 7409 3494
Warren Pearce
Charles Stanley Mark Taylor 020 7149 6000
Freddy Crossley
Cardew Group Tim Robertson 020 7930 0777
Emma Consett
Notes to editors:
About the Velosi Group
The Velosi Group, founded in 1982, provides asset integrity and HSE services to
a number of leading national and multinational oil and gas companies, including
BP, Shell, ExxonMobil and Chevron. The Velosi Group operates globally through
four principal offices in the USA, the UK, Malaysia and the UAE and has
operational or representative offices in a further 36 countries worldwide.
Velosi joined the AIM market on 21 August 2006. For more information, visit
www.velosi.com.
This information is provided by RNS
The company news service from the London Stock Exchange