Last checked at 11 Jul 2012 07:00
11 July 2012
Maintel Holdings Plc
("Maintel" or "the Company")
Agreement of balance of Totility consideration
On 30 September 2011, Maintel announced the acquisition of Totility Limited ("Totility") ("Acquisition") for an initial consideration of £2.8m. As disclosed in the announcement, the sale and purchase agreement signed by the Company in relation to the acquisition of Totility provided for the payment to the vendors of additional consideration of up to £4 million dependent on the profitability of Totility in the 12 month period following its acquisition.
In order to allow greater flexibility in Totility's commercial and operational dealings outside of the parameters set by the sale and purchase agreement, the Board is of the view that an advance agreement of the amount due in respect of this additional consideration is in the best interests of the Company. The Board has therefore agreed with the vendors a total additional consideration payment of £3.1m, £0.9m less than the maximum amount payable, of which £2.2m will be paid on 31 October 2012 and £0.9m on 3 January 2013.
These amounts are in addition to the previously announced further consideration payable to the Totility shareholders representing the net asset value of Totility as at the date of the Acquisition. This amounted to £986,000. Separately, a further payment of £100,000 was made on 10 July 2012 to the vendors under the terms of the sale and purchase agreement. As a result, the total consideration payable for the Acquisition will be £7.0m including the net assets.
Terence McKeever, one of the founders and vendors of Totility, will continue to be employed until 20 October 2012, following which he will provide consultancy services to Maintel and Totility until 28 February 2013.
Enquiries:
Maintel
Eddie Buxton - Chief Executive 020 7401 4601
Dale Todd - Finance Director 020 7401 0562
FinnCap
Marc Young/Charlotte Stranner 020 7220 0500