Volvere Regulatory News (VLE)

4 October 2018

Volvere plc ("Volvere" or the "Group")

Disposal of Impetus Automotive Limited

Volvere (AIM: VLE), the growth and turnaround investment company, is pleased to announce the disposal of Impetus Automotive Limited ("Impetus" or the "Company"), its automotive consultancy, to MSX International Limited ("MSXI") (the "Disposal").

The total consideration, which is payable in cash, is expected to be approximately £31 million, subject to an adjustment based on the level of working capital and net debt as at the close of business on 30 September 2018.

£2.87 million of the consideration will be held in a retention account for 18 months post-completion.

Volvere owns 100% of the A Ordinary shares and none of the B Ordinary shares in Impetus, representing an economic interest of approximately 83%, and is disposing of its entire stake in the Company. Volvere is expected to retain approximately £23.1 million of the consideration after taking into account transaction costs, incentive payments and bonuses payable to staff and management relating to the performance of the Group as whole.

Background to and reason for the Disposal

Impetus has performed exceptionally well since acquisition in March 2015 and has made a valuable contribution to the Group. However, the Board believes that a combination with MSXI will provide opportunities for Impetus's technology and services to be offered through MSXI's international network and therefore to provide greater opportunities for the Company, its staff and its clients than would be achievable operating independently within Volvere.

Volvere acquired Impetus in March 2015 for a consideration of approximately £1.25 million including debt that was assumed at that time, and made follow-on working capital loans. In the Group's period of ownership, Impetus has repaid all Group debt and paid interest and dividends totalling £0.52 million to the Group.

Financial information and use of proceeds

Impetus's audited revenue and profit before tax for the year ended 31 December 2017 were £27.3 million and £3.3 million, respectively, and its net assets were £3.64 million.

In the Group's unaudited interim results for the period to 30 June 2018, Impetus reported a profit before tax and intra-Group management charges amounting to £1.9 million on revenue of £14.8 million. The profit before tax after intra-Group management charges amounted to £1.8 million. Unaudited net assets (excluding intra-Group balances) at that time were £4.8 million.

Following the Disposal, the Group will continue to focus on the growth and development of the Group's remaining investments, being Shire Foods Limited, the Group's 80% owned food manufacturing business and Sira Defence & Security Limited, the Group's wholly-owned digital CCTV viewing software business. The net proceeds from the Disposal will be added to the Group's cash reserves for use in pursuit of Volvere's continuing investing policy, which is to invest in or acquire growth or turnaround stage companies.

Commenting on the disposal, Jonathan Lander said: "We have been delighted with the turnaround and growth of Impetus since 2015. The financial performance, and ultimately this successful exit, reflects the hard work and commitment of management and staff of both the Group and the Company, as well as the loyalty of Impetus's clients. We wish the Impetus team a long and successful future in their next phase of growth."

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