BILB.L Regulatory News (BILB)

29 November 2018

Bilby Plc

("Bilby" or "the Company")

Acquisition of R. Dunham (UK) Limited for a maximum cash consideration of £1.25 million with the issuance of 250,000 new ordinary shares

Transaction extends Bilby's coverage in core London and South East markets

Bilby Plc (AIM: BILB.L), a leading gas heating, electrical and building services provider, has today announced that it has acquired the entire issued share capital of R. Dunham (UK) limited ("R. Dunham"), an electrical services company, for a maximum cash consideration of £1.4 million together with the issuance of 250,000 new ordinary shares of 10 pence each ("Ordinary Shares") that are subject to a twelve month lock up period.

The initial cash consideration will be £750,000. The vendor will also be entitled to further cash consideration of up to £500,000 (subject to achieving not less than £500,000 pre tax profits for the year ending 31 December 2018) and additional cash consideration (capped at a maximum of £150,000) calculated by reference to the utilisation of tax losses carried forward by R. Dunham. The cash consideration will be funded from the Company's existing debt facilities. In the year to 31 December 2017 R. Dunham generated unaudited revenues of £3.8m, EBITDA of £242,000, profit before tax of £158,439 and had net assets of £557,581. On completion of the acquisition, Bilby will be repaying Mark Dunham's director's loan (being approximately £250,000).

The acquisition is another important step for Bilby enabling it to broaden its customer base and strengthen its presence in its core London and South East markets.

R. Dunham was founded in 2002 and carries out electrical installation, services and maintenance work for local government organisations and the private sector. Its long-established client base is complementary to Bilby's including amongst others Sanctuary Housing, the London Boroughs of Barking and Havering and Poplar HARCA. The business will continue to operate under its own R. Dunham brand within the Bilby group of companies. R. Dunham is led by Mark Dunham who has committed to stay with the business under the ownership of Bilby.

R. Dunham's geographical focus, strict operational disciplines and service offer enables it to generate margins equivalent to Bilby's. The Bilby board anticipate that there will be clear opportunities to cross-sell a wider range of services from its Group companies to the clients of R. Dunham. This meets the ever-increasing market trend of large scale organisations looking to a single source supplier for a range of facility management services.

Application has been made for the 250,000 Ordinary Shares, which will rank pari passu with the existing Ordinary Shares, to be admitted to trading on AIM and it is expected that this will take place on or around 5 December 2018 ("Admission"). Following the Admission of the 250,000 Ordinary Shares, Bilby will have 40,540,027 Ordinary Shares in issue which will also represent the total number of voting rights in the Company. The above figure should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

David Ellingham, Chief Executive Officer of Bilby, commented:

"We are delighted to announce the acquisition of R. Dunham. This acquisition will further enhance Bilby's presence in our core market. We have been impressed with R. Dunham's strong management team and their unswerving focus on delivering best in class service for their clients. We welcome them to the Bilby group."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

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About Bilby Plc

Bilby Plc is a leading gas heating, electrical and building services provider to local authority organisations and housing associations. It has a specific geographic focus on the London and the South East markets.

The Company listed on the London Stock Exchange (AIM: BILB.L) and is headquartered in Waltham Abbey. Since its listing, the Group has acquired a number of subsidiary businesses which include: P & R Installation Co Limited, Purdy Contracts Limited, DCB (Kent) Limited and Spokemead Maintenance Limited.

The Group's award-winning portfolio of subsidiaries service over 300,000 domestic and commercial dwellings on multiple, standalone or long-term contracts. The group employs over 400 employees who are committed to delivering first class customer service which underpins the long-standing relationships the Group has with its clients. Major clients include: the London Borough of Hackney, Peabody, East Kent Housing, Saxon Weald and Wandsworth Council.

For further information, visit www.bilbyplc.com