Mitie acquires pre-employment screening company Procius

MITIEMitie Group plc has acquired Procius Limited, a UK pre-employment screening company, from the management team for around £2.3 million.

Procius is a specialist in pre-employment screening and vetting, and has particular expertise in the aviation and transportation sectors. The acquisition will provide Mitie’s Total Security Management business with additional niche capability. The combined business has over 3,000 customers across all sectors. The acquisition will add an operational hub in Basingstoke to Mitie’s PeopleCert and UKCRBs businesses which are located at MiTec (Mitie’s technology hub in Northern Ireland).

Ruby McGregor-Smith CBE, Mitie’s Chief Executive, said: “I am delighted to welcome the Procius employees to our rapidly growing screening and vetting business. This acquisition will significantly enhance the services that we offer to our customers, particularly in the aviation and transport sectors.”

UK, Bristol & Basingstoke

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GDF SUEZ, through its Cofely subsidiary, acquires Lend Lease’s UK FM ssets

gdf suezGDF SUEZ through its Cofely subsidiary has completed the purchase of Lend Lease Group’s UK facilities management business (LLFM).

This acquisition will make Cofely one of the UK’s largest providers of technical services PFI and provide an increased portfolio of long-term FM contracts in key public sector and healthcare markets. Over the next 25 years these contracts will provide Cofely with a guaranteed revenue stream of 2.5 billion GBP. The transaction will also give Cofely a significant, new lifecycle management capability to its business, which includes building fabric and major repair & replacement.

LLFM currently provides a range of FM services across the UK and Ireland, with particular focus on healthcare, education, government and retail. The business has a number of large long-term contracts with clients comprising a number of major National Health Service (NHS) Trust hospitals at locations including Manchester and Leeds, Local Education Authorities in Birmingham and Lincolnshire, HM Treasury and Bluewater Shopping Centre.

LLFM will be combined with Cofely’s existing UK business with immediate effect, with the new entity operating under the Cofely brand.

Commenting on the acquisition Jérôme Tolot, GDF SUEZ Executive Vice President, in charge of the Energy Services Business Line: “The acquisition of LLFM reinforces our strategy to further evolve our business here in the UK. It continues to strengthen our service capability and our credentials as a leading UK service provider. LLFM has many synergies with our existing business and it will also provide us with the addition of a full lifecycle management capability. This will allow us to introduce and integrate new smart & low carbon energy efficient technologies into buildings for customers over the term of the contracts.”

The acquisition follows Cofely’s purchase of Balfour Beatty WorkPlace in late 2013.

France, Paris & UK, London

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Bglobal sell Utiligroup NorthEdge Capital: plans to return money to shareholders and de-list from AIM

bglobalBglobal has announced that it is to sell its Utiligroup subsidiary for £16.1 million in cash to private equity company NorthEdge Capital. The company plans to return money to shareholders and de-list from AIM once the deal completes.

Utiligroup is a provider of energy management software and process solutions. For the year ended 31 March 2013, Utiligroup’s revenue was £7.1 million and profit before taxation was £0.5 million.  Gross assets at 31 March 2013 were £5.7 million.  For the six months ended 30 September 2013, Utiligroup’s revenue was £3.0 million and profit before taxation was £0.4 million.

The announcement follows:

Bglobal plc (AIM:BGBL), announces it has conditionally agreed to sell its  wholly owned subsidiary Utiligroup Limited to a new company backed by NorthEdge Capital LLP and supported by Utiligroup’s management team, for a cash consideration of £16.1 million, payable on completion.

The Disposal constitutes a fundamental change of business under Rule 15 of the AIM Rules. Accordingly, the Disposal is conditional upon approval of Shareholders at a general meeting to be held on 18 June 2014.


  • Disposal of Utiligroup for a cash consideration of £16.1 million
  • Following completion of the Disposal Bglobal will have estimated cash balances of £16.8 million
  • The Board’s strategy is to return this capital to Shareholders, and it is currently in discussion with its advisers to explore ways in which this can be achieved most effectively
  • It is anticipated that capital equal to up to 11 pence per Ordinary Share will be returned to Shareholders in 2014, with the balance of £5.1 million being retained to cover working capital and any liabilities arising from the disposal of Utiligroup and the disposal of B Global Metering Limited (which was announced on 22 April 2014)

 A circular, explaining the background to and reasons for the Disposal and providing notice of a general meeting (the “Circular”), is expected to be posted to Shareholders later today. Copies of the Circular will also be available on the Company’s website (

 John Grant,  Executive Chairman of Bglobal plc, commented:

 “When I became Chairman in August last year, it was apparent that there was significant value within the Group that was in danger of being depleted rather than realised. Since then, I am pleased that the Board has been able to deliver improved underlying performance for Bglobal Metering and Utiligroup. This transaction, and the sale of Bglobal Metering in April, demonstrate that value which the Board has been able to unlock for our shareholders.”

Tim Jackson Smith, Chief Executive of Bglobal plc, commented:

 “I am delighted that we have agreed, subject to shareholder approval, to sell Utiligroup to a new company backed by NorthEdge Capital LLP. This deal is part of our ongoing programme to return value to our shareholders and the price we have achieved, which represents a significant premium to the current share price, fairly reflects the value of Utiligroup.”

 Background to and reasons for the Disposal

At the general meeting of the Company on 15 August 2013, Shareholders approved a resolution mandating the Board to carry out of a strategic review of the Group the purpose of which was to improve the performance of the business and enhance value for Shareholders. The Board appointed KPMG to carry out this review, whilst at the same time it actioned its own plan to significantly reduce Bglobal’s head office costs, re-focus the business on its customers, implement strict cash management procedures and remove approximately £1.0 million of annualised costs from Bglobal Metering. As announced on 11 November 2013, following detailed consultation and receipt of a report from KPMG, the Board commenced exploring a potential sale of its metering business.

On 22 April 2014, Bglobal announced it had reached an agreement with Energy Assets Group plc to dispose of the entire issued ordinary share capital of its metering business, Bglobal Metering, for a cash consideration of £2.3 million, which included a payment of £0.2 million for the cash balance on completion. 

Following the announcement of the strategic review, the Board received a number of enquiries from various parties who expressed an interest in acquiring Utiligroup. Whilst the Board’s main focus was in securing a buyer for Bglobal Metering and removing excess costs from the Group, it was decided in early 2014 to pursue a formal process to gauge the level of interest in Utiligroup and the likely value that a disposal of that business could generate for Shareholders. As part of this process, in February 2014, NorthEdge, supported by Utiligroup’s management team, approached the Board with an offer for the entire issued share capital of Utiligroup.

The Board is focused on enhancing value for Shareholders and considers that the sale of Utiligroup represents the best way to increase value for a number of reasons, namely:

  • in connection with the formal sales process of the business over 25 parties were approached to explore whether they were interested in acquiring Utiligroup. As part of that process several offers were received from both trade and private equity backed buyers and it was clear from the terms being offered that the offer from NorthEdge was the most attractive, not only with regard to the price being offered but also with regard to the deliverability of the offer. The sensible approach being adopted in respect of the scope and length of warranty and indemnity protection required and the caps on liability under those warranties and indemnities, will also allow the Board to return cash to Shareholders much quicker than under the alternative offers;
  • it has been clear to the Board for a while now that in order to thrive as a business, capitalise on future opportunities and fulfil its potential Utiligroup requires significant investment in its resources and systems which the Directors believe NorthEdge can deliver. The Board’s view is that the Group is unable to provide this investment without raising further funds the return on which would be uncertain;
  • without the necessary investment, the Group would remain a small AIM quoted company and Utiligroup would need to support the head office and other costs that are associated with an AIM quotation, which will further restrict its potential to grow; and
  • when Utiligroup was acquired by the Company in June 2010, the total consideration paid was £10.79 million (of which £6.8 million was satisfied in cash). In February 2013, Utilisoft Pty was sold for £2.2 million cash and accordingly, if this present transaction is completed, the Company will have received £18.3 million in cash in less than four years for the whole of the Utiligroup group, representing a significant return on that investment. Throughout the period of ownership Utiligroup has been profitable and cash generative all of which has helped to support the Group as other parts of its business failed to perform in line with expectations.

Accordingly, the Board considers that the offer for Utiligroup represents good value for the business and is in the best interests of Shareholders as a whole.

Following the completion of the Disposal, which is subject, inter alia, to Shareholder approval, Bglobal will have estimated cash balances (net of the expenses incurred in carrying out the strategic review and in the sale of Bglobal Metering and Utiligroup) of £16.8 million. The Board’s strategy is to return this capital to Shareholders and it is currently in discussions with its advisers to explore ways by which this can be achieved most effectively. The Board anticipates that a return of capital of equal to up to 11 pence per Ordinary Share will be undertaken in 2014, with the balance of approximately £5.1 million being retained to cover working capital and any liabilities arising from the disposal of Utiligroup and Bglobal Metering under the warranties and indemnities given to each buyer in respect of those transactions.  The Board expects that surplus monies will be returned to Shareholders once the extent of these liabilities, if any, has been determined.

Additionally, it is the Board’s intention, in due course, to cancel the admission of the Company’s Ordinary Shares to trading on AIM.

The Board will update Shareholders in relation to these matters when further information is available.

Information on Utiligroup

Utiligroup is a leading provider of energy management software and process solutions to UK energy participants. Utiligroup has many years’ experience in managing market participants’ dataflow requirements and breaking down barriers to entry through the Supplier in a Box” offering to new entrants.

The business operates through two subsidiaries, Utilisoft Limited (“Utilisoft”) and Utiliserve Limited (“Utiliserve”).

Utilisoft is a software company specialising in the development of software solutions that manage industry processes concerned with the movement of dataflows and the automation of core processes, such as retail customer registration and energy trading.

Utiliserve offers outsourced managed services providing back office support to a number of energy suppliers who use Utilisoft software solutions. Typical support would include managing the data processes of customers switching between suppliers and dataflows associated with meter readings or meter works.

Utiligroup is a market leading provider of software and services to the energy retail sector, providing solutions to 29 of the active UK energy suppliers, from the ‘Big 6’ suppliers to new entrants. Its range of solutions is easily scalable for all sizes of business, from small new entrants with ambitious plans to grow, to large multi-national corporations with millions of customers.

To read the full announcement, including the terms of the agreement click here.

UK, Darwen, Lancashire

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RPS Group plc acquires GaiaTech Holdings for £18.5M

RPSlogoRPS Group plc has acquired GaiaTech Holdings Inc, a US based environmental consultancy, for an enterprise value of US$34.0 million (£20.2 million).

GT was founded in 1993 and has its headquarters in Chicago, with other offices in Atlanta and Dallas. Its 85 staff have a broad range of environmental, scientific and engineering skills. They are largely deployed providing risk management advice to the US industrial sector and its investors and advisors in both transaction related due diligence and its manufacturing and distribution operations.  The company also uses an extensive team of sub-consultants on a project basis.  After closing, GT will form part of our Built and Natural Environment: North America segment.

The business was largely owned by a private equity firm and its CEO. A number of other directors and a number of the staff had GaiaTechequity or stock option holdings. The CEO and all directors and staff equity and option holders are remaining with the business.

In the year ended 31 December 2013, GT had gross revenue of US$31.9 million (£19.0 million) and net revenue of US$15.4 million (£9.2 million). Profit before tax in 2013 was US$4.8 million (£2.9 million), after adjustment for non-recurring items. Profit after tax was US$2.9 million (£1.7 million). Net assets at 31 December 2013 were US$7.8 million (£4.7 million). Gross assets at 31 December 2013 were US$21.1 million (£12.6 million).

The consideration paid at completion was US$26.0 million (£15.5 million).  The remainder of the consideration, US$5.1 million (£3.0 million), was paid into escrow to settle any contractual claims. The balance in the escrow, net of any claims, will be released in phases over a period of 18 months after completion. Debt of US$6.7 million (£4.0 million) was settled at completion. There was approximately US$3.9 million (£2.3 million) of cash in the GT balance sheet at completion.  As part of the transaction RPS will be acquiring tax benefits with a net present value in cash terms of about US$4.9 million (£2.9 million) that will accrue over the next nine years.

Alan Hearne, Chief Executive of RPS, commented: “It is an important element of the Group’s strategy to develop our presence in North America’s environmental consultancy market. GaiaTech is a business we have followed for a number of years. It will make an important contribution to the development of our US activities.”

UK, Abingdon, Oxfordshire & USA, Chicago, IL

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Smart Metering Systems acquires Utility Partnership Limited for £14M

smart metering systemsSmart Metering Systems plc, an integrated metering services company, has acquired Utility Partnership Limited a manager of electricity meters in the UK and provider of electricity connections, design, meter installation, data management and energy management services.

 The consideration for the Acquisition is £14 million, to be settled through a payment of approximately £9.7 million in cash, funded through a new corporate debt facility provided by the Company’s existing club of lenders, with the balance of approximately £4.3 million being satisfied by the issue of 1,246,277 ordinary shares of 1p each in the Company. The Consideration Shares have been issued at a price of £3.4255, being the mid-price of the Ordinary Shares on 14 March 2014, the day before the publication of the Company’s final results for the year ended 31 December 2013. The cash consideration for the Acquisition will be adjusted on a cash free debt free basis and on the basis of a normalised working capital following finalisation of completion accounts.

UPL has grown very successfully since its establishment and for the year ended 31 July 2013 turnover was £11.1 million with gross profit of £3.7 million and EBITDA (after exceptional items) of £2.0 million.

Alan Foy, Chief Executive Officer, commented: “The acquisition of UPL will enable SMS to expand its service offering across the gas and electricity sectors, and the enlarged group will now offer a fully integrated service in these markets. It positions the enlarged Company as a dual gas and electricity service provider and establishes a base from which we can enhance our existing respective client relationships. It will ensure that SMS is well positioned with suppliers of domestic gas and electricity for the future UK domestic smart metering roll out.”

UPL will join the SMS Group as a new electricity division to be headed by Rhys Wynne, who co-founded UPL in 1996. The enhanced business will operate divisionally from Glasgow (‘Gas‘) and Cardiff (‘Electricity‘, formerly UPL). A new water division will be established to promote data services in the UK and International water markets.

UPL was founded in 1996 by Gary Mawer a 55.41 per cent. shareholder in the businessand who will now retire and Rhys Wynne who owned 44.07 per cent. Mr. Mawer and Mr. Wynne and the existing management team of UPL are rolling a significant level of equity investment into SMS and the management team will be further incentivised by 5 year share options based on both personal performance and that achieved by SMS.

UK, Glasgow & Cardiff

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RPS acquires Clear Environmental Consultants for up to £8.34 million.

RPSlogoRPS Group plc has acquired Clear Environmental Consultants Ltd, a UK based consultancy providing services primarily to the water industry, for a maximum consideration of £8.34 million.

Founded in 2003, Clear has offices in Derby, Sheffield and Glasgow in the UK. The company, which employs about 90 permanent staff, as well as utilising part time specialist associates, works primarily on projects for the UK water industry. Its services include: urban pollution management, sewerage and river modelling and ecology. The RPS Board sees good opportunities in these markets during the next phase of the development of the UK water industry, when dealing with wastewater will be a priority.  Opportunities should also emerge to utilise Clear’s high quality technical skills in other parts of the Group’s European business.

The four vendors of the business, together with all employees, are remaining with RPS.clear

In the year ended 31 January 2014, Clear had revenues of £5.61 million and profit before tax of £1.83 million, after adjustment for non-recurring items.  Net assets at 31 January 2014 were £2.23 million, including £1.92 million of cash.  Gross assets at 31 January 2014 were £3.09 million.

RPS is acquiring the entire share capital of Clear for a maximum total consideration of £8.34 million, all payable in cash. Consideration paid at completion was £6.84 million. Subject to certain operational conditions being met, the balance which is a maximum of £1.50 million, will be paid no later than 31 May 2017.

Alan Hearne, Chief Executive of RPS, commented: “Clear has an excellent reputation and track record. Its skills will assist RPS penetrate further the growing wastewater market in the UK, as well as providing us with opportunities to offer a broader range of services to other clients.”

UK, Abingdon, Oxfordshire & Derby