Tracsis Regulatory News (TRCS)

03 November 2021

Tracsis plc

("Tracsis" or "the Group")

Completion of Acquisition

Tracsis, a leading provider of software, hardware, data analytics/GIS and services for the rail, traffic data and wider transport industries, is pleased to announce that it has acquired the entire issued share capital of Icon Group Limited ("Icon Group").

Headquartered in Dublin and established in 1994, Icon Group is an interdisciplinary geoscience company specialising in Earth Observation (EO)1, Geographical Information System (GIS) and spatial data analytics. Icon Group has several long-term repeat contracts and employs around 60 full-time staff, all of whom will remain with the business post transaction.

Icon Group will be integrated with Tracsis' existing Data Analytics/GIS solutions provider Compass Informatics to create an Irish-based Data Analytics centre of excellence specialising in providing location-related technologies and analytics solutions and services to government and commercial organisations. The acquisition of Icon Group adds EO capabilities that enhance the Group's offering in this growing market, and has a customer base that is complementary to Tracsis'. The combined Irish business will have c.130 staff and will work across a variety of sectors deriving most of its revenue from regulated industries including transportation, asset management, environmental and utilities.

For the year ended 31 December 2020, Icon Group generated revenue of £2.8m, Profit before Tax of £0.8m, and had net assets of £2.9m. The business is debt free and has a history of stable organic growth.

The acquisition consideration comprises an initial cash payment of £1.9m which will be funded out of Tracsis cash reserves and the issue of 68,762 new ordinary shares in Tracsis plc to a value of £0.6m. An additional payment of approximately £1.7m will be made on a euro for euro basis to reflect the net current asset position of the business (above a working capital hurdle) at completion and will be finalised in due course.

Additional contingent consideration of up to £1.5m is payable subject to Icon Group achieving certain stretched financial targets in the three years post acquisition.

Chris Barnes, Chief Executive Officer, commented:

"We are delighted to have completed this transaction which extends the Group's existing capabilities in Data Analytics and GIS into Earth Observation (EO) and strengthens our ability to deliver leading edge projects to clients in Ireland, the UK and across the European Union. This is an important milestone in our strategy of growing our 'big data' service offering across a range of regulated industries including transportation. We welcome the Icon Group team to Tracsis and look forward to future successes together."

Tom McHugh, Founder and CEO of Icon Group, commented:

"The Icon Group, one of Ireland's largest processor of Earth Observation (EO) data, has been a trusted supplier of EO and GIS services to longstanding clients in Ireland, and delivers work critical to regulatory compliance on subsidy schemes paying out €1.6 Billion per annum using EO and GIS tools. We look forward to significantly adding to the spatial data analytics capability of Tracsis and Compass Informatics."

Gearóid Ó Riain, Managing Director of Compass Informatics, added:

"This is a great opportunity for our combined teams to be part of strategic growth in the location technologies sector, and we look forward to working with the Icon team to deliver this"

1 Earth observation uses satellite imagery to gather information on the physical, chemical and biological performance of systems on Earth

An application has been made for the 68,762 new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 9 November 2021. The shares issued are subject to a two year lock-in agreement whereby no disposals may be made within the first 12 months with any disposals thereafter up to 24 months subject to orderly market conditions.

Following the issue of the new shares, the total number of shares in issue will increase to 29,421,837. For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of the Company following this allotment consists of 29,421,837 Ordinary Shares with voting rights attached (one vote per Share). There are no Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, Tracsis under the DTRs.

Notes to editors: 

- Rail Technology & Services: Software and technology/product led business. Develops remote condition monitoring hardware, data acquisition software and safety and risk management software for rail infrastructure providers. Software that solves complex resource, asset optimisation and control problems for Train Operators and Smart Ticketing, Delay Repay and other retail software to improve the customer experience for rail users.

- Data, Analytics, Consultancy & Events: A largely services led business that focuses on data capture, data analytics, GIS, data insights, consultancy and event traffic management within a range of transport and pedestrian rich environments. The business provides technology/bespoke products and data that underpins large scale intelligent transport system and smart city planning and decision making.