29 September 2016
Inspired Energy plc
("Inspired" or the "Group")
Acquisition of Informed Business Solutions Limited and
Issue of Equity
Inspired Energy (AIM: INSE), a leading energy procurement consultant to UK corporates, is delighted to announce that it has completed the acquisition of Informed Business Solutions Limited ("Informed"), an energy procurement and environmental services provider to large and multi-site corporates, for an initial consideration of approximately £2.25 million to be satisfied in cash and shares (the "Acquisition").
Highlights of the Acquisition
· Initial consideration to be satisfied by a cash payment of £1.75 million and the issue of 3,545,596 new ordinary shares to the shareholders of Informed;
· Potential further deferred consideration of up to £2.0 million, subject to the achievement of certain financial performance criteria, to be satisfied by four tranches of £0.5 million in cash;
· Informed has a strong presence in the multi-site retail and leisure markets for energy procurement and is a complementary addition to Inspired's core Corporate Division;
· Enlarged Group's 'Procurement Corporate Order Book' increased to £28.8 million as a result of the Acquisition;
· Proximity of Informed, which is based in Kirkham, to Inspired's head office presents an opportunity for both sales and cost synergies;
· Acquisition funded from the Group's existing financial resources, with funding provided by Santander within the pre-arranged acquisition facility of £3.5 million; and
· Expected to be earnings enhancing in FY17.
Information on Informed and rationale for the Acquisition
Informed is an energy procurement and environmental compliance consultancy based in Kirkham, Lancashire. Informed has a strong presence in the multi-site retail and leisure markets for energy procurement and has complemented its service offering through the development of environmental compliance auditing services, which it launched in 2014. Informed has also prepared itself for the forthcoming deregulation of water in England by implementing systems to support opportunities in Scotland, where water has already been deregulated.
The Board believes that the Acquisition will complement Inspired's core Corporate Division and further extend the Group's sector specialism. In addition, Informed's environmental consultancy services division will broaden the Group's overall service offering to corporates.
Following the Acquisition, the Group's Procurement Corporate Order Book exceeds £28.8 million.
For the audited financial year ended 31 December 2015, Informed delivered revenues of £1.7 million, EBITDA of £0.7 million, pre-tax profits of £0.7 million and generating operating cash of £0.8 million. Net assets as at 31 December stood at £0.5 million.
Terms of the Acquisition
The consideration for the Acquisition comprises an initial consideration to be satisfied by a cash payment of £1.75 million and the issue of 3,545,596 new ordinary shares in the capital of Inspired Energy (the "Consideration Shares"). The Consideration Shares are being issued to the shareholders of Informed who are all directors of the business and will remain with the Enlarged Group and be subject to a 12 month lock-in and orderly market provisions for a further 12 months from the date of admission of the Consideration Shares.
Further contingent consideration of up to £2.0 million ("Deferred Consideration") may be payable in cash subject to the achievement by Informed of certain financial performance criteria based on both the contracted Order Book and revenue for the financial years ending 31 December 2017 and 2018. The Deferred Consideration will be payable in four tranches of up to £0.5 million each. Two tranches, in relation to the financial year ending 31 December 2017, will be payable in July 2017 and February 2018. A further two tranches, in respect of the outturn for the year ending 31 December 2018 will be payable in September 2017 and July 2018. The Deferred Consideration, if payable, is expected to be self-funding from future cash-flows generated by the enlarged Group.
The Consideration Shares will rank pari passu in all respects with the existing ordinary shares. Application has been made to London Stock Exchange plc for the Consideration Shares to be admitted to trading AIM. Admission of the Consideration Shares to trading on AIM is expected to take place on 5 October 2016. On admission of the Consideration Shares the enlarged issues share capital will be 484,838,955 ordinary shares of 0.125p each.
Commenting on the Acquisition, Janet Thornton, CEO of Inspired Energy said:
"We are delighted to conclude the acquisition of Informed which is a highly complementary addition to the Group's core corporate division. The Acquisition broadens our customer base, further enhances our sector specialisms and strengthens our service offering within environmental consultancy.
"We look forward to working closely with the highly experienced and knowledgeable team of Informed and welcoming them into our core Corporate Division as we seek to advance our position as a market leader."
Inspired Energy plc
Janet Thornton, Chief Executive
Paul Connor, Finance Director
+44 (0) 1772 689250
Shore Capital (Nomad and Joint Broker)
Panmure Gordon (Joint Broker)
+44 (0) 20 7408 4090
+44 (0) 20 7886 2500
+44 (0) 20 7193 7463
+44 (0) 7525 324431
This information is provided by RNS