Marlowe acquires property health and safety consultancy William Martin valuing the business at up to £30M

Marlowe+PLC+logoMarlowe plc, the support services group, has acquired William Martin Compliance Solutions Limited and Ivor Roy Limited for an implied total enterprise value of £30.0 million.

Formed in 2004, William Martin is a leading technology-enabled UK provider of property-related health and safety audit and consultancy services. It provides recurring consultancy alongside a leading software-as-a-service compliance platform to a wide range of commercial customers across the UK to ensure regulatory compliance in areas such as health & safety, fire safety, water safety, asbestos management and contractor management. The business employs approximately 100 staff and has offices in London, Leeds and Norwich.

Through providing consultancy services integrated with Meridian, its proprietary software platform, William Martin enables customers to manage risk and statutory compliance across their properties. William Martin’s services significantly extend Marlowe’s capabilities towards providing its customers with a comprehensive approach to their health & safety and regulatory compliance needs, from initial audit through to full implementation, and are expected to generate significant cross-selling opportunities.

For the year to 30 April 2018, William Martin generated revenues of £7.5 million, EBITDA of £2.3 million at a margin of approximately 30%, and profit before tax of £2.4 million. Approximately 85% of William Martin’s revenues are recurring. As at period end, the business has net assets of approximately £2.3 million.

Alex Dacre, Chief Executive of Marlowe Plc, said, “The acquisition of William Martin significantly accelerates our strategy of providing our customers with a comprehensive one-stop approach to their health & safety and regulatory compliance needs. William Martin is a market leader which shares a similar channel to market with our existing businesses and benefits from strong relationships with customers who place a high value on the consultancy and software services. We are confident that this acquisition will generate attractive returns for Marlowe’s shareholders.”

UK, London

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TClarke plc acquires Eton Associates

tclarkeTClarke plc, a building services group, has acquired Eton Associates Limited a London based privately owned control systems specialist offering a variety of Building Management Systems.

ETON specialises in installing and maintaining sophisticated building controls systems on complex office buildings.  Recent projects ETON has been involved with include, 20 Fenchurch Street, Chiswick Park, One Canada Square, Bloomberg London, Lacon House and Angel Court.

TClarke has paid an initial cash consideration of £1.5 million, and a further £0.5 million will be released following agreement of the final completion accounts.  A further £0.6 million will be payable subject to earnings targets being met in the two years to 4th August 2019.

For the year ended 31 May 2016 (the latest financial period for which audited results are available), ETON reported revenues of £9.5 million and a pre-tax profit of £0.3 million.  As at 31 May 2016 it had gross assets of £3.2 million and net assets of £0.7 million.

ETON employs around 80 people and is currently based in London Docklands with a manufacturing plant in Essex.  The intention is to co-locate the operations of ETON at TCLarke’s London Head Office at Moorgate and at their prefabrication facility at Stansted.

Mark Lawrence, CEO of TClarke commented, “We welcome the ETON team to TClarke and I am confident that the business will reach new potential as part of a larger group enabling them to build upon the scale and number of projects undertaken.  Increasingly, our clients are demanding ever more sophisticated systems to control their buildings.  With this acquisition we are able to deliver a joined up ability to meet these demands.

Jamie Ward and Graham Millward were the two principal directors and owners of the business. Ward will remain with the business for a minimum of two years and Millward will remain available as a consultant to the business for a two-year period. 

UK, London

A Fusion DEAL: TEAM (Energy Auditing Agency Limited) sold to EDW Technology

TEAM EDW-TechnologyTEAM (Energy Auditing Agency Limited) has been sold to EDW Technology Holdings Limited. Fusion Corporate Partners acted as corporate advisor for TEAM. The Fusion team was led by Paul Kelly, Director at Fusion. The terms of the deals were not disclosed.

TEAM specialises in energy management – monitoring and targeting software, EDI software solutions, tenant billing software, outsourced energy management services and energy consultancy.

Founded in 1985 by Paul Martin, TEAM has over 500 Commerce, Industry and Government customers in the UK and worldwide.

paul-kelly_f_1_120_1

Paul Kelly

Speaking about the sale, Fusion’s Paul Kelly said, “It was a pleasure to represent Paul Martin and Peter Howell; and to work with their management team. They are a highly professional group with great industry expertise. Software is at the heart of the business and I am sure that with EDW’s support, TEAM’s innovative and highly scalable technology platform will unlock new opportunities in the UK and internationally. I wish them every success”.

EDW Technology has an extensive history of developing, implementing and supporting best-in-class retail electricity supply software solutions. With proven systems to support B2B electricity suppliers in the GB market EDW Technology has implemented solutions for energy retail start-ups as well as system replacements for more mature suppliers.

Simon-Miles-CEOSimon Miles, EDW Technology CEO said “We are incredibly excited about working with TEAM to grow our combined market presence and strengthen our product and service offering within the industrial and commercial utility supply and large energy consumer sector”.

TEAM founder Paul Martin, who will take up the position of non-executive director on the TEAM board said “We have built a leadership position in the UK market by consistently innovating, using our deep industry expertise to support our customers and evolve with the market. Being located in Milton Keynes, sharing the same software technologies and energy expertise makes EDW Technology a natural partner to continue the journey.”

Tim Holman, Head of Operations, Jon Lindop, Head of Development, and all other Managers will continue in their current roles.

UK, Milton Keynes

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A Fusion Deal: Carbon Clear sold to EcoAct

carbon clear ecoactCarbon Clear, a major player in the UK environmental sustainability marketplace, has been sold to EcoAct Group, the climate expert and climate finance project developer headquartered in Paris. Fusion Corporate Partners acted as corporate advisor for Carbon Clear. The Fusion team was led by Paul Kelly, Director at Fusion. The terms of the deals were not disclosed.

The joining of the two companies will help businesses better manage their approach to climate change and sustainability by creating an international entity with expanded operations in Europe, North America and Africa.

EcoAct works with international clients to meet the demands of the Paris Climate Change Agreement, offering solutions to companies’ sustainability challenges. With the acquisition of Carbon Clear, new service offerings will be available across the global sustainability market including: assessing climate change risks and opportunities; strategic planning and target setting; managing and reducing energy and carbon emissions and; working with climate finance projects.

Combining forces is a natural fit for both EcoAct and Carbon Clear due to their shared corporate values. Both companies were formed over a decade ago to address dangerous climate change and both teams remain dedicated to this goal for the Group going forward.

Mark Chadwick, Chief Executive of Carbon Clear commented:  “Our new Group has the technical expertise, commercial knowledge and client-friendly approach that we believe is unparalleled in the market. The combined strengths of EcoAct and Carbon Clear mean we are a leading sustainability consultancy that has the resources and capabilities to do more for our clients through our new service offerings and broader geographic reach. Our committed and talented staff will use their complementary skills to continue to do the very best work from our offices around the globe.”

paul-kelly_f_1_120_1Paul Kelly, Director at Fusion Corporate Partners said: “It has been a pleasure working with Mark and the other shareholders at Carbon Clear. They are a great team and the fit with EcoAct is excellent. The combining of the two businesses creates a leading sustainability consultancy with a broader geographic reach. I wish them every success”

The Group will now be managed at an Executive Committee Level by: Thierry Fornas and Gérald Maradan, the founders of EcoAct; Mark Chadwick, the founder of Carbon Clear, and Sylvianne Villaudière, founder of CSR consultancy Alliantis, a company that joined the EcoAct Group in February 2017.

France, Paris & UK, London

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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

 

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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