Acquisition of Eukleia Training Ltd
LTG is pleased to announce that it has agreed to acquire the entire issued share capital of Eukleia, a provider of e-learning to the financial services sector. The consideration comprises an initial payment of £7.5m of which £6.0m will be paid in cash and £1.5m in new LTG shares, at a price of 22 pence per share, issued to the shareholders of Eukleia ("Consideration Shares"). Cash consideration will be adjusted to take account of surplus cash of £0.8m in Eukleia at completion. Up to a further £3.5m will be payable based on the revenue growth of Eukleia in each of the years ending 31 December 2016 and 2017, payable with up to 20% in new LTG shares at the option of the Company with the remainder in cash.
The acquisition gives LTG a presence in a substantial growing market for Governance, Risk and Compliance ("GRC") and significantly expands its scale and client base. Eukleia's sector expertise is its key strength and LTG expects to use its operational expertise to enhance the business. Eukleia is also expected to take advantage of LTG's international presence to access other GRC markets, in particular the US.
The cash element of the Acquisition will be funded from part of the proceeds of the Placing of 35,714,286 new shares in the Company ("Placing Shares") to raise £7.5m at 21 pence per share. Surplus funds will be used to finance future acquisitions, to further the Group's organic growth strategy and for general corporate purposes.
Jonathan Satchell, CEO of LTG, commented:
"This acquisition meets our goal of augmenting the Group with companies that are experts and leaders in their chosen field. Eukleia has grown rapidly in the GRC market and is well placed to benefit from the continued expansion of this market and the internationalisation of its client base.
Both our order book and acquisition pipeline are strong and we look forward to updating shareholders in due course as we continue to work towards our ambition of creating a £50m revenue group."