Tracsis plc Acquires SEP Limited and SEP Events Limited
Tracsis plc, a leading provider of software and technology led products and services for the transportation industry, is pleased to announce that on 25th September it acquired the entire issued share capital of SEP Limited and SEP Events Limited ("SEP").
Based in North Yorkshire, SEP are leading providers of traffic planning and management services for the events industry. Since its formation in 1989, SEP's client list has grown to include many of the UK's largest and most prestigious outdoor entertainment and sporting fixtures, along with major agricultural events, air shows, and music festivals.
The Directors believe that SEP is highly complementary to Tracsis' existing Traffic & Data Services division and will offer strong cross sell and upsell opportunities in the fullness of time. Both companies have worked together in the past and collaborated on major events such as Royal Ascot, T in the Park, The Grand National, and the Wings and Wheels air show.
In the year ended 30 September 2014, SEP generated revenue of £4.0m, an adjusted EBITDA of £0.4m and Profit before Tax of £0.3m. The business is debt free, and has cash balances at completion of c. £500K, with tangible net assets of c. £600K. SEP employs 30 permanent staff, all of whom will remain with the business post transaction. In addition, the business deploys several thousand contract workers at its events throughout the year.
The acquisition consideration comprises an initial cash payment of £1.625m and the issue of 55,005 ordinary shares of 0.4p each in Tracsis at an issue price of 454.5p (a total value of £0.25m). Deferred consideration of £0.1m is payable over two years with performance consideration of up to £0.6m is payable based on SEP achieving certain financial targets in the two years post acquisition, giving a total consideration of up to £2.6m.
John McArthur, Chief Executive Officer, commented:
"We are delighted to have completed this acquisition, our seventh since IPO, which continues our trend of acquiring well run, profitable, niche businesses within the traffic and transport sector. SEP is a well-established company which benefits from a prestigious client list, strong recurring revenue, and a very capable team of professionals.
There are some great synergies between SEP and Tracsis and this partnership will strengthen our overall market position and bring enhanced benefits to the combined customer base. We welcome the SEP team into the enlarged Group and look forward to working with them."
Mike Rodgers, Managing Director of SEP Limited, commented:
"I am extremely pleased that SEP has joined the Tracsis Group - the company is now perfectly placed to enhance its service provision as part of a larger team, further strengthening our existing relationship with the Tracsis Traffic and Data division."
An application has been made for the new shares to be admitted to trading on AIM and dealings are expected to commence on 2nd October 2015. The shares issued are subject to a 2 year lock-in agreement whereby no disposals may be made within the first 12 months and any disposals in the following 12 months must comply with orderly market conditions.
Following the issue of new shares, the total number of shares in issue will increase to 26,690,672. 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 26,690,672 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.