TIDMSND
RNS Number : 4449X
Sanderson Group PLC
24 November 2017
FOR IMMEDIATE RELEASE 24 NOVEMBER 2017
SANDERSON GROUP PLC
Acquisition of Anisa Consolidated Holdings Limited, valued at
GBP12 million
Sanderson Group plc ('Sanderson' or 'the Group'), the software
and IT services business specialising in digital retail technology
and enterprise software for businesses operating in the
manufacturing, wholesale distribution and logistics sectors, is
pleased to announce the acquisition of Anisa Consolidated Holdings
Limited ('Anisa') for an enterprise value of GBP12.0 million.
Anisa specialises in the delivery of world-class integrated
supply chain and enterprise resource planning ('ERP') solutions and
has around 250 customers who are provided with twenty-four hour
support on a worldwide basis throughout the year. Anisa employs
over 90 staff and operates from office locations in London,
Runcorn, Liverpool and Solihull within the UK and from smaller
support operations in Singapore and Australia. Anisa complements
the Enterprise division of Sanderson and the enlarged, merged
business is expected to provide and develop incremental and
synergistic market opportunities. The managed services, hosting
services and cloud delivery services which have been developed by
Anisa represent an exciting and enhanced service delivery option
for existing Sanderson customers.
For the period ended 31 December 2016, Anisa had audited revenue
of GBP10.04 million, including pre-contracted recurring revenues
representing over 50% of total revenue and reported operating
profit of GBP0.38 million. Profit before taxation was GBP73,000. At
31 December 2016, Anisa had net assets of GBP6.54 million.
The Anisa executive team of Mr Ross Telford, Chairman, Mr David
Renshaw, Chief Executive and Mr Lionel Moore, Finance Director will
remain with Anisa and are committed to making the acquisition a
success. They have demonstrated their commitment to the enlarged
Group by agreeing to a minimum 'lock-in' period of three years for
their new Sanderson ordinary shares.
The purchase consideration for the acquisition comprises an
initial GBP3.39 million, made up of approximately GBP2.06 million
in cash which is being financed from existing Sanderson cash
resources and by the issue of 1,894,217 new Sanderson 10p ordinary
shares valued at 70p, which are subject to a lock-in period of
three years. Further consideration of GBP1.82 million is payable to
Anisa share option holders to be satisfied by cash or new Sanderson
shares (also subject to a lock-in period of three years) at a price
of 70p by 31(st) December 2017, dependent on the choice of the
option holder. Sanderson is also taking over Anisa's utilised
five-year repayable term debt facility (final quarterly repayment
being due in 2020) of GBP4.12 million as well as a current account
positive cash balance of just over GBP1 million. Furthermore, loan
notes with a coupon of 5% to the value of GBP1.05 million will be
repaid by October 2018. Deferred consideration, totalling GBP1.63
million is payable in three tranches. The first payment of
GBP563,000 is payable in April 2018 and the second payment for the
same amount, payable in October 2018; both tranches are
unconditional. A third and final deferred payment of up to
GBP500,000 is scheduled for April 2019, dependent upon some
pre-agreed trading performance criteria. Both Anisa and Sanderson
are very cash generative businesses and it is expected that the
combined Group will have total revenues of over GBP30 million, of
which more than 50% is pre-contracted recurring revenue. The
combined Group will have no net bank debt thereby maintaining a
good and strengthening balance sheet. The Board believes that Anisa
is a well-managed cash generative business which will be earnings
enhancing from the outset.
Application has been made to the London Stock Exchange for the
1,894,217 new ordinary shares to be admitted to trading on AIM
('Admission') and it is expected that Admission will take place at
8.00 a.m. on 29 November 2017. The new ordinary shares will, when
issued, be credited as fully paid and will rank pari passu with the
existing ordinary shares of 10 pence each in the capital of the
Group including the right to receive all future dividends and
distributions declared, made or paid by reference to a record date
falling after their issue.
Following admission of the 1,894,217 new ordinary shares, the
Group's issued share capital will comprise 56,964,885 ordinary
shares of 10 pence each. The above figure 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 Group under the Financial
Conduct Authority's Disclosure and Transparency Rules.
Sanderson is scheduled to announce its preliminary trading
results for the year ended 30 September 2017, on Tuesday, 28
November 2017.
Commenting on the acquisition, Group Chief Executive, Ian
Newcombe, said:
"We are delighted to welcome the Anisa team, led by Ross
Telford, David Renshaw, and Lionel Moore, together with their Anisa
colleagues to Sanderson and we are excited by the prospect of
combining our two strong, well-positioned businesses and by the
opportunities that will arise from working closely together in the
future."
Also, commenting on the acquisition, Chairman, Christopher Winn,
said:
"Anisa and Sanderson have known each other for many years and
though this transaction is a Sanderson acquisition, it feels more
like a merger. Whilst Anisa and Sanderson have rarely competed in
their respective target markets, they are very complementary in
terms of their ethos and business model - providing cost-effective
solutions, supported by providing quality service to customers
thereby building and developing long-term relationships. The
strategy of the combined business is to continue to develop the
existing range of products and services delivered to existing
customers; to further invest and develop the Anisa relationships
with strategic partners and to provide additional investment in
order to accelerate growth opportunities by attracting even more
new customers.
Our enlarged Group provides a great opportunity to further build
shareholder returns and shareholder value and we value and
appreciate the confidence shown by the Anisa team, in agreeing to
hold their new Sanderson shares for at least a period of three
years. We believe that our enlarged Group provides a great
opportunity to further increase returns and value for Sanderson
shareholders."
Enquiries:
0333 123
Sanderson Group plc 1400
Christopher Winn, Chairman
Ian Newcombe, Chief Executive
Richard Mogg, Finance Director
020 7496
N+1 Singer (Nominated Adviser and Broker) 3000
Mark Taylor
Walbrook PR Limited 0117 985
Paul Vann 8989
or 07768
807631
This information is provided by RNS
The company news service from the London Stock Exchange
END
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