27 June 2013
Enables IT Group plc
("Enables IT", "the Group" or "the Company")
Acquisition and Placing
Enables IT, the AIM quoted provider of network and IT solutions, is pleased to
announce that it has conditionally agreed to acquire the whole of the issued
share capital of The Support Force Group Limited ("Support Force"), a UK data
centre hosted platform and managed services provider (the "Acquisition").
In addition, the Group today announces that Sanlam Securities UK Limited
("Sanlam") on behalf of Enables IT has placed, with institutional and other
investors, 2,527,722 new ordinary shares of 1 pence each in the capital of
Enables IT (the "Placing Shares") at a price of 36 pence per new ordinary share
(the "Placing Price") raising £910,000 (approximately £820,000 net of expenses)
(the "Placing").
The Company has also announced its interim results earlier today, in a separate
announcement.
Highlights
Acquisition
* Support Force provides a data centre hosted platform and managed IT
services to customers in the UK.
* Support Force has a technical support division based in South-East England
and access to an IT support desk operating out of South Africa (services
supplied to Support Force under an exclusive services agreement).
* Support Force employs 5 staff and, unaudited management accounts for the
year ended 30 April 2013, showed revenue of £1.2 million and EBITDA of c.£
250,000. Support Force's net liabilities as at 30 May 2013 were c. £
280,000.
* The Acquisition is consistent with Enables IT's stated strategy and will
enhance the Group's offering by:
* broadening the Company's current service and product portfolio
* increasing support desk coverage, with an ability to extend to a 24 hour, 7
days a week support service for clients
bringing cost savings to the support desk operation together with other cost
reduction synergies
* Under the terms of the Acquisition, Enables IT will purchase the whole of
the entire issued share capital of Support Force for a total consideration
of approximately £1.2 million (satisfied by £537,000 in cash, the
assumption of an existing liability of Support Force of £250,000 and £
412,000 of shares in Enables IT ("the Consideration Shares")), subject to
certain post completion conditions.
* The initial consideration will be satisfied as to £350,000 in cash and £
50,000 worth of new ordinary shares in the Company. Further deferred
consideration, satisfied as to £187,000 in cash and £362,500 worth of new
ordinary shares in the Company, will be paid on the first anniversary of
the Acquisition. The deferred consideration will be subject to a claw back
provision in the event that the Company fails to satisfy certain turnover
thresholds.
* Support Force has a nominal cost option to acquire the South African based
company that is currently providing certain IT support desk services to
Support Force under an exclusive services agreement.
Placing
* Gross proceeds of £910,000 (approximately £820,000 net of expenses) through
a placing of new ordinary shares of 1 pence each in the capital of Enables
IT at a price of 36 pence per new ordinary share.
* The Placing Shares will represent approximately 13.7 per cent. of the
enlarged issued share capital, as enlarged by the Placing and Consideration
Shares.
* Application has been made to the London Stock Exchange plc for the Placing
Shares and the Consideration Shares to be admitted to trading on AIM. It is
expected that admission of the Placing Shares and Consideration Shares to
AIM will become effective, and dealings are expected to commence on AIM, on
4 July 2013.
Mike Walliss, Chief Executive Officer of Enables, commented:
"We are pleased with the continued organic growth within the group and whilst
it has been a very busy first six months following the reverse takeover, I am
very pleased on how the business strategy is moving forward. With this
acquisition of Support Force being our first, I would like to take this
opportunity to thank the Institutional and other investors that have supported
us and demonstrated belief in our future plans. Whilst the placing has also
helped us broaden our shareholder base, it was also pleasing to see the
confidence shown by the sellers of Support Force who have accepted over a third
of the consideration in shares"
FURTHER ENQUIRIES
Enables IT Group plc
Michael Walliss Tel: 01372 455 970
Sanlam Securities UK (Nominated Adviser and Broker)
Simon Clements / Richard Goldsmith / Katie Tel: 020 7628 2200
Shelton
Bishopsgate Communications
Nick Rome / Matthew Low Tel: 020 7562 3350
