RNS Number : 3672V

AdEPT Technology Group PLC

14 April 2021

14 April 2021

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.


("AdEPT" or the "Company" or the "Group")


A substantial, strategically important acquisition in the growing advanced cloud-based networks market

AdEPT, one of the UK's leading independent providers of managed services for IT, connectivity, unified communications solutions, and cloud services, is pleased to announce that yesterday it completed the acquisition of the entire issued share capital of Datrix Limited ("Datrix") for an initial cash consideration of GBP9.0m (the "Acquisition"), which has been funded through the Group's new bank facility.

Datrix is a well-established, award-winning supplier of advanced cloud-based networking, communications, and cyber security solutions, headquartered in London, with expertise in the growing Software Defined Wide Area Networking ("SD-WAN") market.

This substantial, strategically important acquisition is wholly in line with the Board's stated strategy to; a) grow both organically and by acquisition, leveraging the Group's banking facilities which are supported by a strong balance sheet and high cash generation, b) to consolidate a fragmented market, through complementary acquisitions with strong levels of recurring revenue and margin, and c) continually bring enhanced capability to customers.

Datrix fulfils all of these criteria, enhancing the Group's capabilities and increasing its market share in a key cloud-centric growth market and in complementary verticals.

Financial highlights:

  --    Following the Acquisition, Group run-rate revenue and adjusted 
         EBITDA(1) for the year ended 31 March 2022 is expected to increase 
         by c.18% and c.13% respectively 
  --    Initial cash consideration of GBP9.0m on a debt free cash free 
         basis as at 31 March 2021, funded through the Group's new banking 
  --    Datrix unaudited reported revenue in the 12 months ended 31 
         January 2021 of GBP10.7m, generating adjusted EBITDA(1) of GBP1.5m 
         and profit before tax of GBP0.6m 
  --    63% of revenue and gross margin were generated from recurring 
         services for the 12 months ended 31 January 2021 
  --    The Acquisition is expected to be earnings enhancing in the 
         current financial year ending 31 March 2022, being the first(2) 
         full year of ownership 
  --    Earn-out consideration of up to GBP7.0m payable in cash based 
         on the performance of Datrix in the 12 months ending 31 March 

(1) Adjusted EBITDA is after GBP0.4m of synergies, comprising staff savings post acquisition.

(2) Pursuant to the terms of the share purchase agreement, the effective date of the acquisition is 1 April 2021

Operational highlights:

  --    Datrix provides instant scale in the growing advanced cloud-based 
         networking market, expanding the Group's portfolio of core competencies 
         to include the latest technology, SD-WAN 
  --    With 63% of revenues generated from complementary customers in 
         the public sector, Datrix strengthens the Group's position on Local 
         and Central Government supplier frameworks and its presence in 
         key vertical markets, particularly the NHS 
  --    Strengthens AdEPT's cloud product portfolio, bringing additional 
         highly complementary, market-leading, Gartner Magic Quadrant products 
         to the Group, from significant new partner relationships 
  --    Experienced senior management team, who have transformed the business 
         since joining Datrix in 2019, are being retained by AdEPT and incentivised 
         to continue delivering growth 

Background information

Datrix designs, delivers, and manages end-to-end enterprise solutions for large, complex, multi-site, mission-critical environments. Approximately 63% of revenue and gross margin is generated from recurring services, with 63% of total revenue generated from public sector customers.

The Acquisition provides instant scale, expanding the Group's portfolio and creating core competencies in the latest secure cloud technology, SD-WAN and related cyber security products.

The demand for such unified, secure cloud-based network and communication solutions has been accelerated by the changes to working lifestyles, driven by the pandemic, and this demand continues to grow in both the public and private sectors. Datrix is very well positioned to benefit from the increased need for these new technologies.

Complementary vertical markets

Datrix has a strong customer base which is well aligned with AdEPT's vertical market focus. The Datrix customer base includes NHS Trusts, care homes, local authorities, universities, energy companies, law firms and construction companies. As well as bringing new customer relationships, the addition of Datrix strengthens AdEPT's position on Local and Central Government supplier frameworks.

This builds on the AdEPT expertise in this field, as evidenced by the recent completion of the Kent wide NHS HSCN network deployment benefitting over 400 NHS locations across the county, including critical care hospitals, care homes and Doctor's surgeries.

Gartner Magic Quadrant product strategy

The Datrix strategy is focused on the delivery of next generation solutions from companies ranked as leaders by Gartner within their Magic Quadrant methodology. Gartner is a widely respected technology research and advisory firm. To be deemed a leader by Gartner the product or company must excel based on their vision and their ability to execute the vision within their field.

Outstanding partner relationships

Datrix is a highly respected partner of Extreme Networks, a provider of end-to-end networking solutions for large enterprises. Datrix holds the ultimate Black Diamond Specialized Partner status with Extreme. This status reflects that Datrix has significant expertise and experience in their technologies and solutions. Bringing benefits in terms of technical, marketing and pricing support. Datrix is a premium partner with Cato Networks, which provide converged SD-WAN and network security solutions delivered as a cloud platform, and is also a Gold Partner of Palo Alto Networks, a global leader in cyber security.

Financial information on Datrix

The valuation of the business was based on the unaudited management accounts of Datrix, for the 12 months to 31 January 2021, reported revenue of GBP10.7m, up 8% on the previous 12 months' revenue of GBP9.9m. Gross margin rose 36% from GBP3.1m to GBP4.2m, driven by an increase in contracts for highly secure enterprise networks and professional services. The business was restructured, during this period, to match the new product focus and EBITDA improved from a loss of GBP1.1m, in the prior 12 months, to a profit of GBP1.1m. Net liabilities and gross assets at 31 January 2021 were GBP1.7m and GBP3.8m, respectively.

Additionally, as a result of the Acquisition, the Group expects to generate cost synergies of GBP0.4m in the year ending 31 March 2022.

Terms of the Acquisition

Initial consideration of GBP9.0m of Datrix on a debt free, cash free basis as at 31 March 2021 is payable in cash. Pursuant to the terms of the share purchase agreement, the effective date of the acquisition is 1 April 2021. Further earn-out consideration of up to GBP7.0m may be payable in cash dependent upon the trading performance of Datrix in the 12-month period ending 31 March 2022.

The total consideration will be funded out of AdEPT's new bank facility, announced as part of the Trading Update announced on 7 April 2021, with headroom in the facility to support further acquisitive growth alongside the payment of the outstanding deferred consideration.


The key management of Datrix are retained in their current capacity, with a clear focus on expanding the Group's presence in advanced cloud-centric networking. The Datrix operations will be migrating to the new One AdEPT platform, creating improved operational and financial insight. Under AdEPT's ownership, Datrix will be led by a current Managing Director of Datrix, Mark Thomas, who will report directly to AdEPT CEO, Phil Race.

Mahmood Chaudhri, Datrix exiting CEO, will be retained in a consultancy role during the earn-out period.

Financial impact of the Acquisition

The Board expects the Acquisition to be earnings enhancing in the year ending 31 March 2022, being the first full year of ownership.

Following the Acquisition, the Group run-rate revenue and adjusted EBITDA(1) for the year ended 31 March 2022 is expected to increase by c.18% and c.13% respectively, including the GBP0.4m of cost synergies the Group expects to generate for this period.

Phil Race, Chief Executive of AdEPT, said:

"This acquisition is a game-changer for AdEPT, taking us to the forefront of next generation networking delivery. The AdEPT Group already has a strong presence in the networking and cyber security arena, as evidenced by the delivery of the mission critical Kent NHS network, the deployment of the secure Fortinet firewall across London schools, and through offerings on our AdEPT owned hybrid cloud platform, Nebula.

Datrix, with the outstanding new products and partners it brings, builds significantly on our capabilities, adding scale and extending both our expertise and our solution breadth, which will benefit our customers in this large and growing marketplace.

"Datrix is a high-quality business with a well-established customer base, generating strong levels of recurring revenue and a cash generative, capex light, business model.

We are delighted that the key members of the Datrix senior management team have chosen to join us. I look forward to working with them over the coming years and, on behalf of the Board, welcome them wholeheartedly to AdEPT."

Mark Thomas, Managing Director of Datrix, added:

"We are delighted to become part of the AdEPT Technology Group. From the outset, it was clear that the solution set we take to market is complementary to AdEPT's, and that the combination of AdEPT and Datrix expertise will bring benefits to both parties, and crucially to our customers. Our joint presence in the NHS will undoubtedly create new opportunities and being part of a larger group will help us capitalise on the growing and substantial market for advanced cloud-centric networks and cyber security."

For more information please contact:

  AdEPT Technology Group Plc 
  Ian Fishwick, Chairman                Tel: 07720 555 050 
  Phil Race, Chief Executive            Tel: 07798 575 338 
  John Swaite, Finance Director         Tel: 01892 550 243 
  N+1 Singer (Nominated Adviser 
   & Broker) 
  Shaun Dobson / Iqra Amin              Tel: 020 7496 3000 
  Belvedere Communications 
  Cat Valentine                         Tel: 07715 769 078 
  Keeley Clarke                         Tel: 07967 816 525 

This announcement has been released by John Swaite, Finance Director, on behalf of the Company.

About AdEPT:

AdEPT Technology Group plc is one of the UK's leading independent providers of managed services for IT, unified communications, connectivity and voice solutions. AdEPT's tailored services are used by thousands of customers across the UK and are brought together through the strategic relationships with tier-1 suppliers such as Openreach, BT Wholesale, Virgin Media, Avaya, Microsoft, Dell and Apple.

AdEPT is quoted on AIM, operated by the London Stock Exchange (Ticker: ADT). For further information please visit: www.adept.co.uk .

For further information about Datrix: https://www.datrix.co.uk/

About SD-WAN - advanced cloud-based networking:

Networks were historically designed to support a collection of locations, joined by fixed connections, where the locations held both users and their data, all within a firewall to protect information.

This has changed dramatically in recent years, accelerated by the pandemic, with users requiring remote access to systems from any location. Information needs to pass via the unpredictable internet, and via owned and managed networks. Data sets can be substantial, and security and performance challenges are exacerbated by the remote nature of users, who may not be 'living' within a firewall. Furthermore, applications can reside either within a company network or hosted virtually in the Cloud.

This new world needs to connect groups of users securely, in a resilient and highly performant way, to their applications, and their data - all in a flexible manner which can be changed readily.

Enter the new world of SD-WAN and Secure Access Service Edge technology (SASE), encompassing the latest technologies and advanced services, which allow networks and their security to be controlled, managed, adapted, and monitored, through software, in a cost-effective way.

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April 14, 2021 02:00 ET (06:00 GMT)

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