Byotrol PLC Acceleration of earn-out relating to Medimark (4100B)
30 January 2020 - 7:00PM
UK Regulatory
TIDMBYOT
RNS Number : 4100B
Byotrol PLC
30 January 2020
Byotrol plc
("Byotrol", the "Company" or the "Group")
Acceleration of earn-out relating to the acquisition of Medimark
Scientific Limited ("Medimark" or "the Acquisition")
Following negotiations with the four individuals who were the
vendors of Medimark (the "Vendors") via a sale and purchase
agreement dated 22 August 2018, (the "SPA"), the Board of Byotrol
is pleased to announce that it has successfully renegotiated the
outstanding contingent payments which were potentially due under
the terms of the SPA in respect of the financial years ended 31
March 2019 and ending 31 March 2020 ("FY2019" and "FY2020").
Deferred consideration for the Acquisition was contingent on the
achievement of certain stretch EBITDA targets in FY2019 and FY2020.
As previously announced, in FY2019 Medimark traded profitably but
below original expectations. The business continues to trade
profitably in the current year but will not achieve those stretch
targets and, given the terms of the SPA which require a carry
forward of any shortfall against target in FY2019, it is unlikely
that any payout would be due in respect of the FY2020 earn-out.
Accordingly, and to facilitate accelerated integration,
knowledge sharing and cross-selling across the Group, all parties
have agreed a payment of approximately GBP290,000 in cash and the
issue of 9,363,034 new Ordinary shares in the Company in full and
final settlement of the potential amounts outstanding under the
terms of the SPA. This reduces the aggregate payment made in
respect of the Acquisition to approximately GBP2.76m. The Group
expects to report an exceptional gain of approximately GBP0.4m for
the year ending 31 March 2020 in respect of the discounted
settlement of the liabilities recorded in the Group's balance sheet
in respect of these obligations.
Application will be made for 9,363,034 Ordinary Shares to be
admitted to trading on AIM ("Admission"). Admission is expected to
become effective on 5 February 2020. Following Admission, Byotrol
will have 440,248,305 Ordinary Shares in issue. All Ordinary Shares
shall have equal voting rights and none of the Ordinary Shares are
held in treasury. The total number of voting rights in the Company
immediately following Admission will therefore be 440,248,305.
John Langlands, Chairman of Byotrol plc said:
"We are pleased to now be closing the earnout, on terms that we
think are fair to both Byotrol and the Medimark vendors. We are now
able to integrate the two businesses and to release the potential
synergies that we identified at the time of the acquisition."
Enquiries:
Byotrol plc 01925 742 000
David Traynor - Chief Executive
Nic Hellyer - Chief Financial Officer
finnCap
Geoff Nash / Teddy Whiley - Corporate Finance 020 7220 0500
Richard Chambers - ECM
Notes to Editors:
Byotrol plc (BYOT.L), quoted on AIM, is a specialist developer
of antimicrobial technologies, identifying, developing, formulating
and commercialising cutting-edge antimicrobial solutions.
Our patented suite of technologies delivers powerful,
broad-spectrum efficacy, optimised against commonly-occurring and
industry-specific pathogens.
Founded in 2005, the Company seeks to develop and commercialise
advanced antimicrobial technologies that create easier, safer and
cleaner lives for everyone.
For more information, please go to www.byotrol.co.uk
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END
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