Prospects Education Services acquires Optimus Professional Publishing for £1.5M

prospects-edProspects Education Services Limited has acquired Optimus Professional Publishing Limited  from Electric Word plc. for £1,512,50 1in cash. A cash balance of £613,113 was left in the business.  Both the consideration and cash left in the business are subject to adjustment through a completion accounts process at a later date. Optimus provides live events and online training for leaders in UK schools to support staff development and school improvement.

In the year ended 30 November 2015, Optimus made a loss before tax of £1,019,649 (which includes  a charge of £725,588 towards Company central overheads, and a management charge to the Company of £177,500) on turnover of £2,908,112. The value of the gross assets of Optimus at 30 November 2015 was £2,306,398.

Optimus Education was founded in 1997 to help primary and secondary school leadership teams manage staff development efficiently and effectively, stay compliant and drive whole school improvement through a variety of conferences, events and training resources.

Andrew Thraves, Director of Education for Prospects, says: “I am delighted that we have acquired Optimus Education. I’m equally pleased that Optimus Education has chosen us as their new home.”

Andrew added: “Together we’ll be in a great position to provide schools and multi-academy trusts an even more comprehensive ‘one-stop-shop’ offer. The government talks about the importance of a school-led system as central to raising standards. By joining forces we will offer school awards and curriculum resources, in-school consultancy and training, and high-profile conferences and events for teachers and senior leaders intended to identify, showcase and help embed good practice and ‘what works’. Acquiring Optimus Education enables Prospects to provide education providers with the complete package.”

UK, London

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Inspired Energy acquires Informed Business Solutions

inspired-logo3Inspired Energy PLC has acquired Informed Business Solutions Limitedan energy procurement and environmental services provider, for an initial consideration of approximately £2.25  in cash and shares. Informed Business Solutions provides its services provider to large and multi-site corporates. It has a particularly strong presence in the multi-site retail and leisure markets.  Both companies are based in Kirkham, Lancashire.

Inspired are paying an initial consideration of £1.75 million in cash and issuing 3,545,596 new ordinary shares to the shareholders of Informed. Deferred consideration of up to £2.0 million may also be paid subject to financial performance criteria based on both the contracted order book and revenue for the financial years ending 31 December 2017 and 2018. The Deferred Consideration will be payable in four tranches of up to £0.5 million each.  Two tranches, in relation to the financial year ending 31 December 2017, will be payable in July 2017 and February 2018.  A further two tranches, in respect of the outturn for the year ending 31 December 2018 will be payable in September 2017 and July 2018. 

The directors of the business will remain with the enlarged group. Their shares are subject to a 12 month lock-in and orderly market provisions for a further 12 months from the date of admission.

For the audited financial year ended 31 December 2015, Informed delivered revenues of £1.7 million, EBITDA of £0.7 million, pre-tax profits of £0.7 million and generating operating cash of £0.8 million. Net assets as at 31 December stood at £0.5 million. 

Commenting on the Acquisition, Janet Thornton, CEO of Inspired Energy said: “We are delighted to conclude the acquisition of Informed which is a highly complementary addition to the Group’s core corporate division. The Acquisition broadens our customer base, further enhances our sector specialisms and strengthens our service offering within environmental consultancy. We look forward to working closely with the highly experienced and knowledgeable team of Informed and welcoming them into our core Corporate Division as we seek to advance our position as a market leader.”

UK, Kirkham, Lancashire

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Accentual acquires One Click Retail

ascentialAscential plc, the  business-to-business media company has acquired US-based e-commerce analytics provider LLC for an initial cash consideration of $44 million plus future earn outs.  

Future earn outs, based on multiples of adjusted EBITDA, are payable in the four years 2016 to 2019  in cash or, for certain elements, shares at Ascential’s option.  A portion of the earn-out payments is also subject to founders remaining in employment with the company.  The total aggregate consideration, including initial consideration and earn out payments, is capped at $225 million in the event that stretching profit targets are reached. The transaction is expected to complete on 31 August 2016.

one-clickOne Click Retail provides data analytics to help brands optimise their eCommerce activities.  Customers include Procter & Gamble, HP, Unilever, Hamilton Beach, Nestle and Panasonic.  Revenue is generated predominantly through recurring annual subscriptions to the company’s Dashboard product which provides insights to help customers drive sales through Amazon and other eCommerce retailers.  The insights focus on product market share, its drivers, and the actions that can be taken to increase sales.

 One Click Retail had revenue of $4.9 million and Adjusted EBITDA of $3.4 million for the twelve month period ending December 2015, with a year-on-year growth of 59% and 78% respectively.  Gross assets at December 2015 amounted to $0.8 million.  Annualised subscription contract value stood at $10.1 million as of July 2016.

Duncan Painter, Chief Executive Officer of Accentual said, “We are delighted to welcome One Click Retail and Spencer and his team to Ascential.  It is a quality business that we have been tracking for some time in an exciting part of the retail vertical.  As a high-growth, globally scalable subscription information service product, One Click Retail fits with Ascential’s strategy of owning scalable, global market-leading products and we look forward to helping its talented management team to accelerate its growth.”

The company was founded in 2013 by former Amazon and Walmart executive Spencer Millerberg, and is based in Salt Lake City, Utah, USA.

UK, London & USA, Salt Lake City, UT

Centaur acquires specialist marketing consultancy Oystercatchers for £3.35M

centaur-logoCentaur Media Plc has acquired Oystercatchers LLP for £3.35 million. Oystercatchers is a consultancy helping brands to accelerate their marketing performance. 

Centaur is paying up to £3.35 million for Oystercatchers, with £2.2 million payable on completion. The deferred consideration is contingent on results, including  EBITDA for the 12 month period ending on 31 March 2017. All consideration is payable 75% in cash, 25% in Centaur shares with a two-year lock-in period on the shares. Completion is targeted for 1 October 2016. 

Oystercatchers’ founders of Suki Thompson and Peter Cowie, and senior management team will remain with the business and Suki Thompson will join the Centaur Executive Committee. 

Oystercatchers’ turnover has grown from £1.1million in the year to 31 March 2012 to £3.4million in the year to 31 March 2016. In the year to 31 March 2016, Oystercatchers made a profit before tax of £0.6m and had gross assets of £1.1m as at that date. 

Andria Vidler, CEO of Centaur Media commented, “This acquisition is a win-win for our businesses. The combination will enable Centaur to become the “go to” provider for brands seeking to drive its marketing performance. This kind of specialist acquisition is a good example of how Centaur will seek to accelerate its presence in its chosen market sectors. ”  

UK, Londo

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Bellrock completes five acquisitions – Concerto, Stanley Hicks, Property Solutions, Dawn and RBK Mechanical

Property and facilities management business Bellrock has completed five add-on acquisitions in just three months.

The company has acquired Concerto, Stanley Hicks, Property Solutions, Dawn and RBK Mechanical

Leicester based Bellrock is backed by private equity firm Lyceum Capital. The terms of the deals were not disclosed.

The acquired businesses:

  • Concerto, a software business focussed on the Facilities, Property and Asset management space. Concerto’s software will continue to be sold on a stand-alone basis and is also being integrated into Bellrock’s core operations.  Concerto adds contracts from the Public Sector and retailers such as John Lewis and Poundland.
  • Property Solutions, consultants on commercial service charges for properties. The acquisition will add blue chip companies such as BT, WPP and Lloyds Banking Group to its client list.
  • Stanley Hicks, a firm of Chartered Surveyors, offering commercial property advice. Established for over 100 years, Stanley Hicks has relationships in the non-profit and education sectors.
  • Dawn, facilities management business with long-term public sector Facilities Management contracts.
  • RBK Mechanical, carries out nationwide heating ventilation and air-conditioning (HVAC) maintenance.

Jeremy Hand, Managing Partner of Lyceum said, “Bellrock continues to disrupt the Property and Facilities Management space, offering its customers a radically improved service.  We are excited about Bellrock’s future following its recent acquisitions, together with potential add-ons that are in the pipeline, as well as further planned organic investment.”

David Smith, CEO, Bellrock added: “Our recent acquisitions continue the transformation of Bellrock and further help in the delivery of a whole new customer experience. Lyceum’s continuing vision and support were instrumental in bringing these acquisitions to fruition.”

UK, Leicester


Informa acquires Penton, the US- based Exhibitions and Information Services group, for £1.2m.

Informa, the Business Intelligence, Exhibitions, Events and Academic Publishing Group, is to acquire Penton, the independent US- based Exhibitions and Professional Information Services group, from MidOcean Partners and Wasserstein & Co for £1.18m.

The Acquisition will be funded through a combination of new debt and equity, including a fully underwritten rights issue of one Rights Issue Shares at 441 pence each for every four Existing Informa Shares to raise £715m. The Sellers will receive £1,105m consideration in cash and £76m in new Informa equity with a holding period of up to one year. Within this, £6m is to be paid to the management of Penton who own shares in the New York-based Group.

Based on Penton’s results for the 12 months ended 30 June 20161, the Board consider that these results imply a trailing acquisition multiple of approximately 11x adjusted EBITDA.

The acquisition will create one of the world’s largest owner/operators of Exhibitions, Events and Conferences. On completion, Informa’s US business will account for 47% of annual pro-forma revenues. It will also mean that less than 10pc of Informa’s revenue will be earned in the UK.

Penton’s portfolio of around 30 Exhibitions includes brands in Natural Products & Food (Natural Products Expo), Agriculture (Farm Progress), TMT (IWCE), Infrastructure (WasteExpo) and Transportation (MRO Event Portfolio).

Additionally, Penton has more than 20 digital subscription data Brands in verticals including Infrastructure (Equipment Watch), Transportation (Aviation Week Intelligence Network) and Design & Manufacturing (SourceESB), and a portfolio of 100+ print and digital B2B insight products .

informa-carterStephen A. Carter, Group Chief Executive, said: “Today we are announcing continued progress on our Growth Acceleration Plan with the proposed addition of Penton Information Services. This combination will further strengthen our capabilities in Global Exhibitions and Business Intelligence and extend our US presence.”



The acquisition is expected to complete by early November.

15 September 2016

Announcement date

15 September 2016

Posting of Circular to shareholders and Prospectus published

10 October 2016

General Meeting for Shareholders

11 October 2016

Admission of Rights Issue Shares and dealings in Nil Paid Rights on the London Stock Exchange

26 October 2016

Results of Rights Issue announced

26 October 2016

Dealings in Rights Issue Shares, fully paid, commence on the London Stock Exchange

November 2016

Expected date of completion


Jaywing acquires Bloom Media 

Jaywing.jpgJaywing plc, a UK-based agency specialising in the application of data science, is to acquire Bloom Media (UK) Limited a digital marketing agency based in Leeds. Bloom’s clients include blue-chip companies such as ADT, Anytime Fitness, Arco, Sky, Ebuyer, SIG and Yorkshire Building Society. Bloom was founded in 2006 by Alex Craven who will remain employed in the business.

The initial consideration is £2.41 million and will be financed from funds raised through a placing with new and existing investors and from new bank debt of £1.0 million. Additional earn-out consideration of up to £5.75 million is payable, subject to performance over the two years to March 2018.

For the 12 months ended 29 February 2016, Bloom generated gross profit and profit before tax of £1,943,000 and £279,000 respectively. As at 29 February 2016, Bloom had gross assets of approximately £760,000. Bloom’s financial performance for the 12 months ended 29 February 2016 was impacted by an historic aborted sale process and a subsequent restructuring of the business. During its financial year ended 28 February 2015, Bloom generated gross profit of £2,061,000 and profit before tax of £411,000. Bloom’s performance for the first five months of the current period is tracking ahead of this with gross profit of £1,149,000 and profit before tax of £282,000. 

Alex Craven, CEO at Bloom, added: “Jaywing’s impressive data science credentials and its product strategy are very exciting to me personally.  In addition, the breadth and scale of Jaywing’s client base as well as its recent acquisition in Australia provide an ideal platform for the Bloom Intelligence suite. I look forward to a rewarding future with Jaywing.”

Jawing recently acquired Australian based search marketing agency, Digital Massive Group Pty.

UK, Sheffield and Leeds