TIDMAQSG
RNS Number : 7380B
Aquila Services Group PLC
11 June 2019
For immediate release
11 June 2019
Aquila Services Group plc("Aquila")
Acquisition of Oaks Consultancy Ltd ("Oaks")
Aquila, a company established to acquire and operate growing
businesses in the affordable housing services sector, is pleased to
announce the acquisition of Oaks Consultancy Ltd, an education and
sports consultancy. The consideration is based on Oaks financial
performance to the year ended 31 March 2019. A further payment will
be subject to Oaks final accounts for the year ended 31 March 2021.
The total consideration is capped at GBP1.7 million funded by a
combination of cash and new shares in Aquila.
Information about Oaks
Founded by Mark and Adam Walker in 2008, Oaks has a unique
market position and established track record in education and
sports related consultancy, and in the last few years has grown its
core client base which includes the community and voluntary sector,
local authorities, membership organisations, and socially-minded
private sector organisations.
The services Oaks provides focuses on three core areas;
strategy, business planning and income generation and cover
business development components such as:
-- Organisational strategy
-- Income diversification and growth
-- Governance review and advice
-- Sustainability planning
-- Monitoring and evaluation
-- Training and mentoring
The close-knit team of 18 at Oaks deliver flexible and reliable
services in a tailored and personal format. Based in Birmingham
city centre and working across the UK, they have plans to grow
internationally in the next 3 years.
This client profile provides strong opportunities for
collaboration across the subsidiaries of Aquila Services Group "The
Group": Altair, ATFS, and the Aquila investments in IT consultancy
3C, and Fintech platform AssetCore.
Derek Joseph - Chairman of Aquila commented:
'Our strategic business plan is to be the 'one stop shop' for
all the professional services needed by our current and future
clients operating in our market sector. The acquisition of Oaks,
with its established reputation in the education and sports sector,
offers these specialisms in areas where we see our core clients
diversifying and provides opportunities to grow our key services to
clients in these wider sectors. This is another important step in
our business journey.
We are delighted to welcome the experienced Oaks team,
particularly with their reputation for innovation, and we look
forward to them being one of the engines of growth for the
group.'
Mark and Adam Walker from Oaks Consultancy Ltd, commented:
"Oaks has grown rapidly in recent years and our team has never
been stronger, working with some of the most high-profile and
exciting sporting institutions and breaking into education with an
offer we firmly believe is unique in the sector. Joining Aquila
Services Group now is a great opportunity to grow and build on our
successes to date with a partner that shares our culture, skills
and vision, and our commitment to continue delivering fantastic
results for our clients. We are excited about the potential growth
of Oaks within the group and are looking forward to exploring new
opportunities in the housing and regeneration sector".
Changes to Group Structure
Following the acquisition, the Group will have capacity to
support a wider portfolio of clients, with a broader range of
services. The Board of Aquila continues to seek out and evaluate
further complementary acquisition opportunities and with this
objective in mind is restructuring its governance to make Steve
Douglas, Group Chief Executive, with Fiona Underwood, taking
responsibility as CEO of Altair.
Details of the Acquisition Agreement ("SPA")
The initial consideration is based on a multiple of operating
profit (adjusted for salaries) of Oaks to 31 March 2019 together
with an adjustment by reference to net current assets of Oaks on
completion, 10(th) June 2019 ("Completion"), subject to a
Completion Account mechanism.
The unaudited management accounts of Oaks, at 31 March 2019,
report turnover for the 12 months of GBP908,980 and profit before
taxation of GBP253,552 not adjusted for salaries.
In addition to the Initial Price, an earn out equal to up to 2.8
times the adjusted increase in the profit of Oaks from March 2019
("Adjusted Profit") to March 2021 will be due and payable subject
to Oaks having achieved specified minimum profit growth
targets.
The maximum aggregate consideration payable to the founders of
Oaks ("Sellers"), including the earn out payment, will not exceed
GBP1,700,000. Any payment to the Sellers is 35% in cash and 65% in
consideration shares which, when issued, will rank pari passu with
the existing ordinary shares in issue of Aquila (the "Consideration
Shares"). The value of each Consideration Share shall be a sum
equal to the average of the closing middle market prices for an
ordinary share of 5p each ("Ordinary Share") (as shown by the daily
Official List of the London Stock Exchange) for each of the five
Business Days immediately preceding Completion being the value of
GBP0.288.
A payment in cash of GBP201,950.70 was made to the Sellers on
account of the Initial Price. The balance will follow determination
of the Completion Accounts and Adjusted Price Statement, at which
point the Sellers will be paid a sum in cash equal to the amount by
which 35% of the Initial Price exceeds the previous cash Payment
and the remaining balance shall be satisfied by the allotment and
issue of Consideration Shares at the price of GBP0.288 per
Consideration Share.
Based on the Sellers indicative calculations, the number of
Consideration Shares to be issued to satisfy the Initial Price is
expected to be 2,343,205 Ordinary Shares in the Company to be
confirmed under the Completion Account mechanism following
determination of the Completion Payment. A further announcement
regarding issue, allotment and admission to trading of the
Completion Shares will be made in due course.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
For further information please visit
www.aquilaservicesgroup.co.uk or contact:
Aquila Services Group plc
Steve Douglas
Group Chief Executive
Tel: 020 7934 0175
Beaumont Cornish Limited, Financial Adviser
Roland Cornish
Tel: 020 7628 3396
Notes to editors:
About Aquila Services Group plc
Aquila is the London Stock Exchange listed parent company of:
Altair Consultancy and Advisory Services Ltd, a specialist housing
consultancy; Aquila Treasury and Finance Solutions Ltd, an FCA
registered subsidiary of treasury management advisors; and Oaks
Consultancy Ltd, specialist consultancy in sport, education and
charities. Aquila also has investments in 3C Consultants Ltd, one
of the largest providers of IT consultancy to the UK social housing
sector, and AssetCore Limited, a platform for storing and managing
loan security information with links to lenders, legal advisors,
and security trustees.
https://altairltd.co.uk/
https://www.atfsltd.co.uk/
http://www.3cconsultants.co.uk/
http://www.assetcore.com/
https://www.oaksconsultancy.co.uk/
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END
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