Last checked at 28 Sep 2010 07:00
FOR IMMEDIATE RELEASE
28 September 2010
Managed Support Services plc
("MSS" or the "Group")
Acquisition of Environmental Control Services Limited ("ECS")
Placing of new ordinary shares to raise £3.1m
Acquisition of ECS
MSS is pleased to announce that it has exchanged contracts to acquire ECS, a London based technical Building Services provider for a net consideration of £3.2m, adjusted for surplus cash.
The consideration will be satisfied as to £2.975m in cash and 312,500 new ordinary MSS shares as at completion, and a further £0.2m in cash payable in September 2011. The total consideration receivable by the vendors will be £5.35m to reflect £2.15m of surplus cash balances currently held within ECS as at completion and working capital balances.
In addition, it is agreed that ECS is to be acquired with a further, agreed net cash balance of £0.5m at completion to be available for the enlarged Group's general working capital purposes. This amount is not reflected in the consideration. ECS has no indebtedness.
ECS is a long established provider of specialist mechanical and engineering services for corporate and commercial buildings, primarily within the M25 region. The business was founded by the two vendors of whom one will be leaving as at completion and the other taking a senior Group engineering role within the enlarged MSS. The current Managing Director of ECS is also taking a senior role in the enlarged Group.
ECS reported turnover of £8.8m for the year ended May 2010 with an adjusted operating profit of approximately £0.4m, before non continuing vendor costs. The reported operating profit was £0.2m. In the year to May 2009, ECS reported audited turnover of £9.0m and an adjusted operating profit, before vendor costs, of approximately £0.9m. The reduction in profitability encountered during the year ended May 2010 arose primarily due to one substantial installation contract which has now been completed. ECS will no longer be competing for similar work.
Reported net assets of ECS at 30 May 2010 were £3.0m.
ECS has a large and diverse customer base currently generating contracted maintenance revenues of approximately £3.2m as at completion. This contracted revenue base has grown materially in recent years. The MSS Board believes this growth reflects the high levels of customer service and engineering skills delivered by ECS. MSS has a particularly high regard for the quality of the engineering workforce at ECS and will continue to deploy the same teams in order to preserve continuity and service levels for customers.
Reasons for the acquisition
ECS is a successful and profitable operator in the same markets as MSS, as such the acquisition will bring improved scale to the Group. In addition, through the acquisition of ECS, MSS will enjoy additional market share as well as commercial and operational synergies.
The Board of MSS believes that increased scale and working capital will allow the Group to tender successfully for larger maintenance and services contracts.
The transaction is expected to be materially earnings enhancing.
Share Placing
To finance the acquisition, MSS has raised £3.1m gross from a placing and vendor placing (together "the Placing") of an aggregate of 44,285,715 new Ordinary Shares at a Placing Price of 7p per share. The Placing was undertaken by Cenkos Securities plc and Merchant Securities.
Application has been made for a total of 44,598,215 new ordinary shares, including 312,500 of consideration shares, to be admitted to trading on AIM. Admission and dealing is expected to occur at 8.00 a.m. on 29 September 2010.
Following the admission of the 44,598,215 Ordinary Shares on 29 September 2010 the Company's total issued share capital will be 209,802,191 Ordinary Shares of 1p each. This figure (209,802,191 Ordinary Shares) may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.
Prospects
The acquisition of ECS materially increases the scale of the Group's Building Services operations as well as enhancing the Group's revenue mix as a result of further growth in the Group's contracted revenue base.
The Board believes that the increased financial resources and operating scale will enable the Group to compete effectively for strategic outsourcing contracts within the Building Services markets and continues to anticipate growth in the contracted revenue base.
FOR FURTHER INFORMATION, PLEASE CONTACT:
| Managed Support Services plc: |
|
| Simon Beart, Chief Executive Piers Wilson, Finance Director | 07710 444370 01483 735703 |
| Cenkos Securities plc, Nomad & Joint Broker: |
|
| Nick Wells | 020 7397 8900 |
| Stephen Keys |
|
| Merchant Securities Limited, Joint Broker: |
|
| Graeme Cull | 020 7628 2200 |
| Simon Clements |
|
| Buchanan Communications: |
|
| Richard Darby | 020 7466 5000 |
|
|
|
Notes to editors
Managed Support Services plc is one of the UK's leading suppliers of compliance and technical building services. MSS provides compliance services, building maintenance, and ongoing servicing of commercial properties. MSS operates in a range of diverse markets covering commercial property, hotels and retail buildings. Further information is obtainable from www.mssplc.com.