Acquisition of File & Data Storage Limited and Placing of new Ordinary Shares to raise up to £7.0 million after expenses
Restore plc ("Restore" or "the Company") is pleased to announce that it has entered into a sale and purchase agreement to acquire File & Data, the records management division of OfficeTeam Group Limited (the "Acquisition").
The Company also announces its intention to place up to 6,558,559 new ordinary shares at £1.11 each with institutional investors, raising up to £7.0m after expenses.
Founded in 1996, File & Data provides records management services to a broad base of predominantly large organisations in both the private and public sector, and currently operates from sites in East London, Tewkesbury, Leeds, Newcastle-upon-Tyne and Manchester.
The acquisition of File & Data will further strengthen Restore's position as one of the UK's leading providers of records management services and brings the benefit of some strong and long-standing customer relationships.
The initial consideration for File & Data is £6.1m. The transaction also includes a cash earn-out capped at £150,000 and dependent on the performance of File & Data in the twelve months following completion. In addition to funds raised by the placing, the Company has also put in place an additional banking facility of £3.5m.
For the twelve months ended 31 December 2012, the draft statutory accounts of File & Data recorded an EBIT before exceptionals of £0.8m on a turnover of £3.2m and net assets of £1.0m.
Application has been made for 3,033,404 ordinary shares in the Company to be admitted to trading on AIM on 21 March 2013 (the "First Placing"). Up to a further 3,525,155 ordinary shares will be admitted to trading on 9 April 2013 (the "Second Placing") subject to a vote by shareholders at a General Meeting of the Company to be held at 2pm on 8 April 2013. A circular has been posted to shareholders convening the General Meeting and will be made available on the Company's website at www.restoreplc.com. The First Placing proceeds will be used to fund the cash consideration of the Acquisition and associated deal costs. The proceeds of the Second Placing are intended to be used to fund further acquisition opportunities.
Following admission of the First Placing shares, the total number of voting rights of the Company's ordinary shares will be 71,241,336. Following admission of the Second Placing shares the total number of voting rights of the Company's ordinary shares will be 74,766,491.
Geraldton Services Inc ("Geraldton"), which currently owns 47.8% of Restore's issued share capital, is not participating in the placing of new ordinary shares. In consequence, Geraldton's shareholding is expected to, following admission of the Second Placing shares, decrease to 43.9%.
Charles Skinner, Chief Executive of Restore plc, said:
"Restore has been active in consolidating the UK records management market since 2010 to become what we believe is now the second largest provider of records management services in the UK. File & Data has a strong national presence and some excellent customer relationships and its acquisition will further enhance our platform for growth. The Board looks forward to the contribution to the Group that File & Data will make."