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

 

RPS Group acquires DBK Partners for £13M

RPSlogoRPS Group plc has acquired DBK Partners Limited for £13 million. Consideration paid to the vendors at completion was £6.6 million.  In addition £4.0 million of shareholder loans to the company were settled by RPS.  Subject to certain operational conditions being met, two further sums of £1.2 million each will be paid to employee vendors on the first and second anniversaries of the transaction.

Founded in 2005, DBK has its headquarters in Birmingham, with other offices in London, Manchester and Bournemouth. The company is a project management consultancy in the UK and employs about 120 staff.  It undertakes projects primarily for private sector clients in the property development industry in the UK.  

The company was owned by 14 shareholders, including a significant external investor.  All the employee shareholders are remaining with the business.  The three main director shareholders have signed three year employment agreements.

In the year to 31 December 2015, DBK had revenues of £12.1 million and profit before tax of £2.0 million, after adjustment for non-recurring items. Net assets at 31 December 2015 were £0.5 million.  Gross assets at 31 December 2015 were £8.1 million.

UK, Abingdon, Oxfordshire & Birmingham

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Smart Metering Systems acquires two meter suppliers and IT specialist for up to £6.895 million in shares 

SMSSmart Metering Systems plc (SMS) has acquired three companies: CH4 Gas Utility and Maintenance services Limited, Trojan Utilities Limited and Qton Solutions Limited for a total consideration of up to £6.895 million.

CH4 will add approximately 100 engineers and 60 contractors, of whom approximately 40 are domestic smart gas and electricity installation engineers, alongside the approximately 80 domestic smart gas and electricity installation engineers from Trojan Utilities, which will significantly enhance SMS’ capability. Out of the approximately 1.6 million domestic smart meters installed so far in the UK, they together represent approximately 23% (368,000) of that figure, independent of SMS. Alongside these installation businesses, IT systems specialist Qton Solutions will help to serve SMS’ existing and future contractors, most of whom use its systems already.

 CH4 Gas Utility and Maintenance Services Limited

CH4 is a specialist in traditional and smart gas and electricity metering installations to the domestic and I&C sectors. It operates throughout the UK and is a current service provider to SMS.

Established in 2011, for the year ended 28 February 2015, CH4 reported turnover of £7.64 million with gross profit of £2.95 million and EBITDA (after exceptional items) of £0.89 million.

The initial consideration for CH4 is up to £2 million in SMS shares. In addition, a further up to £0.995 million may be payable through an earn out over three years.

Trojan Utilities Limited

Trojan Utilities is an installation service provider to energy suppliers in the UK and delivers domestic smart gas and electricity trained and accredited installation services. Established in 2011, Trojan Utilities has over 80 fully trained engineers operates throughout the UK and has installed over 270,000 gas and electric domestic smart meters, representing over 17% of the national smart metering installed to date. It is currently installing over 3,000 domestic smart meters per week outside of its SMS business. 

For the year ended 31 October 2014, Trojan Utilities recorded turnover of £2.86 million with gross profit of £1.26 million and EBITDA of £0.5m. Trojan Utilities has seen additional growth in 2015 with estimated turnover for year ended 31 October 2015 of £5.76 million, gross profit of £2.13 million but with a reduced EBITDA of £0.067 million as a result of increased investment in operational capacity and UK-wide infrastructure.

The initial consideration for Trojan Utilities is up to £0.5 million and is SMS shares. In addition, a further up to £0.5 million may be payable through an earn out over the three years. 

Qton Solutions Limited

Established in Cambridge in 2009, Qton Solutions has a team of 17 IT professionals specialising in the provision of work and field management IT systems applications for gas and electricity metering installations for energy suppliers, installation contractors and meter asset managers and owners in the UK with specific applications tailored for domestic dual fuel smart installations. 

These systems have already been responsible for the completion of over 1 million meter installations and are widely used by a number of domestic smart meter installers, energy suppliers, and meter asset owners and managers including SMS. 

For the year ended 31 March 2015, Qton Solutions reported turnover of £0.99 million with gross profit of £0.34 million and EBITDA (after exceptional items) of £0.23 million, backed with annually recurring licence fee income on it software products of over £0.8 million. 

The consideration for Qton Solutions is up to £2.9 million in SMS shares.

Commenting on the acquisitions, Alan Foy, Chief Executive Officer, said:

“The acquisitions of CH4 and Trojan Utilities are part of the Company’s strategy to gain direct control of a large proportion of our installation capacity for ongoing delivery of our customer contracts in the I&C and domestic meter markets. This will provide confidence to customers in our delivery model for the new domestic smart metering market. In addition, the acquisition of Qton Solutions allows us to gain direct control and ownership of all software applications used by SMS.”

UK, Glasgow

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Energy Assets Group acquires Blyth Utilities

Energy Assets GroupEnergy Assets Group plc, a provider of I&C gas metering services, utility infrastructure services and electricity metering and data services, has acquired Blyth Utilities Limited.

The transaction consideration comprises an initial cash payment of £1.5m, 200,784 shares in Energy Assets Group plc with a market value of £1m, which are subject to the sellers of Blyth remaining with the Group during a restrictive period of two years, and a three year earn-out consideration of up to £2.5m contingent on the future performance of Blyth and which will be settled evenly between cash and Energy Assets Group plc shares.  Cash consideration will be funded from a combination of cash reserves and existing loan facilities.  

blyth-logoIn the twelve months to 31 March 2015, Blyth reported an operating profit of £0.4m on a turnover of £7.2m.  This represented a circa 46% increase in profitability over the previous year.

Blyth, founded in 2003, has team of around 80 qualified and professional employees. The company is a Multi-Utility Infrastructure Provider involved in the design and construction of utility networks and infrastructure direct to commercial and residential developers throughout Scotland and the North of England and, along with Energy Assets, is accredited under the Gas Industry Registration Scheme (GIRS).  Blyth is also fully accredited under the National Electric Registration Scheme (NERS) and Water Industry Registration Scheme (WIRS).  

Phil Bellamy-Lee, Chief Executive of Energy Assets, commented: “The acquisition will allow us to expand our services to become a fully accredited multi-utility infrastructure provider in the commercial area and, following on from the recent government announcement that investment in the housing sector will double to support home ownership and a pledge to deliver additional new homes across the UK by 2020, will also enable us to extend our infrastructure offering to businesses within the UK house building sector at a very exciting time. 

Energy Assets recognises the importance of high quality, responsive and competitive provision of utility infrastructure and, as such, we are excited to be able to offer Blyth the support of the wider Group to realise the potential for growth within both businesses as a result of this acquisition.” 

UK, Scotland, Livingston & Clackmannanshire

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Costain acquires Rhead Group

Costain has acquired Rhead Group, a professional services consultancy with a focus on programme and commercial management.

Rhead Group, established in 1985 and operating with over 550 people, provides a range of solutions for the lifecycle of infrastructure, construction and asset management programmes, primarily in the UK, for a number of blue-chip customers including National Grid, Wales & West Utilities and BAE Systems. Rhead Group’s senior management team, including Nigel Curry, Rhead Group CEO, will remain with the business.

Costain’s strategy is to focus on major customers spending billions of pounds addressing national needs in energy, water and transportation. Those customers are consolidating their supply chains and are seeking an increasingly integrated service offering from their Tier 1 service providers through larger, longer-term collaborative contracts. Rhead Group will further enhance Costain’s programme management and advisory capability across all the Group’s operations as part of that integrated service offering.

Rhead Group has been acquired for a total cash consideration of £36 million on a debt free / cash free and normalised working capital basis and the consideration has been funded from Costain’s existing cash and debt facilities. £26 million of the cash consideration is payable to funds managed by Inflexion Private Equity Partners LLP and £10 million to the senior management team, which includes an element of deferred consideration of £3 million payable in two equal tranches on 17 August 2016 and 17 August 2017.

In the year ended 31 July 2014, Rhead Group generated revenues of £63.5 million and EBITDA of £5.2 million (before exceptional administrative expenses of £0.7 million).

For the year ended 31 July 2014 (the latest set of audited accounts) the Rhead Group reported operating profit (pre exceptional administrative expenses of £0.7 million and amortisation of goodwill of £2.7 million) of £4.6 million and a loss before tax of £1.2 million including interest on loan notes under its former capital structure. The Rhead Group has gross assets of £40.1 million as at 31 July 2014.

Rhead Group will be fully integrated into Costain in the current financial year and the acquisition is expected to be earnings enhancing from 2016.

Rhead Group will join Costain’s Power sector and report into the Natural Resources division.

Andrew Wyllie CBE, Chief Executive of Costain, commented:

“We are delighted to announce the acquisition of Rhead Group which has a well-established reputation for its collaborative approach, focus on innovation and service delivery excellence.

This transaction accelerates the development of Costain and further broadens our range of capabilities to meet the requirements of major blue chip customers, providing greater ability to deliver integrated solutions across the full lifecycle of a project.”

UK, Coventry

Kier Group to acquire Mouchel for £265M

kier-logoKier, the FTSE 250 property, residential, construction and services group, has announced that it has entered a conditional agreement to buy French repairs and maintenance business Mouchel.

Mouchel provides advisory, design, project delivery and managed services to the highways and transportation, local government, property, emergency services, health, education and utilities markets in the United Kingdom, the Middle East and Australia.

Kier has agreed to acquire Mouchel for £265 million in cash, to be financed by a £340 million fully underwritten rights issue.

Mouchel reported group revenue (including share of JVs) of £616.6 million and underlying operating profit of £27.7 million for the year ended 30 September 2014. Revenues for the three months ended 31 December 2014 increased by 38 per cent. compared to the same period in the previous year. The Acquisition is anticipated to deliver pre-tax cost synergies of approximately £10 million in the financial year ending 30 June 2017, with integration costs of the Acquisition expected to be approximately £17 million.

The Acquisition creates an Enlarged Group with a pro forma combined order book of £9.3 billion (as at 31 March 2015), comprising Kier’s order book of £6.5 billion and Mouchel’s order book of £2.8 billion.

Haydn Mursell, Chief Executive of Kier, said: “Over the last three years, Mouchel has been transformed into a strong business with market leading positions. The combination of Kier and Mouchel, particularly in the provision of UK highways maintenance services, creates a leader in a growing marketplace. The Acquisition is consistent with and accelerates the delivery of our Vision 2020 strategy and will provide compelling value to shareholders.”

UK, Bedfordshire

Two Fusion Deals in Two Days: The sale of energyTEAM and ENER-G Procurement

Fusion only - logoFusion Corporate Partners are pleased to announce the completion of the sale of two energy management services companies (and the third Fusion completion in the last month).

energyTEAM Limited and ENER-G Procurement Limited

Fusion Corporate Partners acted as corporate advisor for the vendors of both companies. The Fusion team was led by Paul Kelly, director at Fusion.

ET LogoenergyTEAM, a privately owned company based in Burgess Hill, West Sussex, has been running for nearly 40 years. Led by joint managing directors Chris Best and Brian Rickerby, energyTEAM has over 800 UK clients including public and private sector organisations. The company provides an integrated and fully managed energy management service comprising energy procurement and energy services. energyTEAM employs 60 staff. The deal was completed on Thursday 9th April 2015.

ener-gENER-G Procurement, owned by Salford-headquartered international renewable and sustainable energy specialist ENER-G Group, is based in Studley, Warwickshire. ENER-G Procurement was formed through the merger of the energy procurement arm of CMR Consultants and Utility Auditing Limited. Both companies were acquired by ENER-G Holdings plc in 2006 and 2007 respectively. ENER-G Procurement’s clients range from single energy-intensive sites, to large multi-site groups. ENER-G Procurement employs 52 staff. The deal was completed on Friday 10th April 2015.

Both companies were sold to Warrington based procurement services firm Inprova Group. The deals have been funded through a debt facility from Barclays. Investment from private equity house LDC is fuelling Inprova’s growth plans, which consist of a UK and international acquisition strategy focused on technology and category expertise that will complement the existing business. The terms of the deals are not being disclosed.

“It is highly unusual to sell two companies to the same acquirer at almost the same time. Both deals attracted multiple offers from prospective acquirers in two separate competitive processes. However, both vendors selected Inprova Group as their preferred choice,” said Kelly. “Neither vendor knew who the other was and, beside the normal complications of any sale process, the Fusion team also had to ensure confidentiality was maintained at all times. I am proud of the way the team managed these processes and I am delighted at the successful outcomes for both of our clients”.

Inprova Group is based at Olympic Park, in Birchwood, Warrington and has been set up by the founders of purchasing firm CEL Procurement, which has been providing procurement services since 1987, and was rebranded as Inprova in preparation for the group’s ambitious growth strategy. The company launched with Bob Holt as its chairman. Mr Holt drove the expansion and stock market flotation of property repairs giant Mears Group.

“Purchasing these two energy brokers ties in with Inprova’s wider strategy of building scale and capability across new procurement markets.” Commented Inprova group chief executive Paul Kennedy. For many of our customers, utility spend is becoming an increasingly complex and volatile area of spend and as such, they require a greater level of support and guidance in this spend category. The integration of these two businesses into the Inprova Group will enable us to negotiate better energy prices as we’ll take a far larger aggregation of spend to market. It is also likely that there’ll be opportunities for us to deliver wider procurement related services into the enlarged customer base.”

“Inprova Group will be turning over in excess of £12m per year following these two acquisitions.” Kennedy added: “My aim is to at least double this figure over the next two to three years. We’ll do this through our strong customer base in existing markets, which offers significant growth opportunities and also by continuing our ambitious UK and international expansion strategy.”

The Fusion Team has completed over 80 UK and cross border Business Support Services, Energy & Environmental Services, Media, Business Information & Technology, Exhibitions & Conferences, TV Broadcast & Production, Healthcare and Online Commerce transactions. Fusion specialises in the sale of middle-market companies with transactional values ranging from £5 million to £100 million. The sales of energyTEAM Limited and ENER-G Procurement Limited are our 7th and 8th sales of energy management companies.

UK, Warrington, Cheshire & Burgess Hill, East Sussex & Studley, Warwickshire

Other Fusion Deals:

Business Support Services and Energy & Environmental Services

Media & Business Information

Exhibitions & Conferences

Healthcare

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