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

 

Hansen acquires PPL Solutions

Hansen Technologies Limited has acquired PPL Solutions, LLC from NYSE listed PPL Corporation). The purchase price is expected to represent approximately 4 times Solutions’ EBITDA, and will be funded from Hansen’s internal cash resources.

Headquartered in Bethlehem, Pennsylvania, PPL Solutions provides billing, business processing outsourcing (“BPO”), call centre and information technology services to competitive electric and gas suppliers and regulated utilities in the US. The business has 230 staff, with the majority of these located at PPL Solutions’ call centre facility in Hazelton, Pennsylvania.

PPL Solutions is a strategically attractive business that is strongly aligned with Hansen’s key acquisition criteria: it sits within Hansen’s core billing & customer care business; owns the intellectual property in its billing software; has recurring revenue streams; and extends Hansen’s footprint into a new market segment in the US. The PPL Solutions business adds business process outsourcing, customer care and Software-as-a-Service to Hansen’s portfolio of Electricity, Gas and Water products.

PPL Solutions is expected to represent approximately 7% of the combined Hansen worldwide EBITDA. Given the BPO nature of the Solutions business and the services provided, the business operates on margins below  those historically achieved by Hansen.

Australia, Victoria & USA, Bethlehem, PA

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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Inspired Energy acquires STC Energy and Carbon Holdings

inspired-logo1Energy procurement company Inspired Energy PLC has acquired STC Energy and Carbon Holdings Limited, an energy bureau, billing and management service provider to large multi-site organisations for an initial consideration of approximately £9 million in cash and shares.

stc-logoThe consideration comprises an initial payment of £5 million in cash and the issue of 32,786,885 new ordinary shares in the capital of Inspired Energy.  The Shares are being issued to the founders of STC, Simon Clayton and Steven Rae, who will remain with the enlarged group and will be subject to a 12 month lock-in and orderly market provisions for a further 12 months from the date of admission.  Simon Clayton will hold 26,229,508 ordinary shares, which will represent 5.56 per cent. of the enlarged group’s issued share capital on admission of the new Shares.

A further contingent consideration of up to £3 million may be payable, in cash and shares in a ratio of 50:50, if certain targets are hit for the period ending 30 September 2017.

In the audited financial year ended 31 March 2015, STC’s principal and only trading subsidiary, STC Energy Management Limited delivered revenues of £3.8 million, EBITDA of £1.7 million, pre-tax profits of £1.4 million and generated operating cash of £1.6 million.

Kent based STC provides a complete range of energy services to help organisations manage their utilities more effectively. In particular, STC has developed a range of energy bureau products and services  aimed at larger UK corporates or organisations with extensive property portfolios or complex billing environments. In addition, STC’s other services include: utility procurement; carbon compliance services; site works and metering; and general energy management consultancy.

STC’s clients range from large multi-site retailers to county councils and housing associations, with property portfolios ranging between 25 and 4,000 individual sites.

STC’s revenue model is predominantly led by fees charged directly to clients in respect of bureau and billing services.  The company has a retention rate on clients of in excess of 90 per cent.  STC also has a commission based revenue stream for energy procurement services, paid directly by suppliers.

Janet Thornton, CEO of Inspired Energy said, “We are delighted to conclude the acquisition of STC, which increases the breadth of our target customer base, enhances our sector specialism including the Public Sector and larger multi-site clients and expands our service offering for our corporate customers and provides geographical diversification.”

In order to fund the cash component of the initial consideration and to provide additional financial flexibility for the Group, Inspired has entered into a new facility agreement with Santander UK plc for a £10 million term loan. The Facility replaces the Group’s previous £5 million term loan facility and £0.6 million of drawn RCF facilities, thus increasing the Group’s indebtedness by £5 million when drawn down.

In addition, the Group has also entered into a revolving credit facility, also with Santander, for the sum of £1.5 million, of which £0.6 million is drawn, to be used for the purposes of satisfying future working capital requirements  and an acquisition facility of up to £3.5m to fund future Group acquisitions.

UK, Kirkham, Lancashire & Bromley, Kent

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World Fuel Services acquires Bergen Energi

WFSWorld Fuel Services Europe, Ltd., a wholly owned subsidiary of World Fuel Services Corporation (WFS), has acquired Bergen Energi, a European energy management services company based in Norway. The terms of the deal were not disclosed.

WFS has a well-established energy services business in North America. The acquisition of Bergen Energi will facilitate an expansion of these services to customers across Europe.

BergenBased in Bergen, Norway, Bergen Energi offers energy procurement, energy risk management, energy data management and energy consultancy services. The company was founded in 1991 when Norway became the first country in Europe to liberalise its electricity market.

WFS is headquartered in Miami, Florida. The company is a global fuel logistics and transaction processing company, principally engaged in the distribution of energy products and services in aviation, marine and land at more than 8,000 locations worldwide.

Bergen Energi will continue to operate under the same name. The main shareholder and former CEO Bill Schjelderup has been replaced by WFS’s Terry Cogan as new CEO.

USA, Miami, FL & Norway, Bergen

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RPS Group acquires Iris Environmental in California for up to £8.8M and Everything Infrastructure Group in Sydney for up to £15.2M

1. Iris Environmental

RPS Group plc has completed the acquisition of Iris Environmental, a Californian based consultancy providing environmental services in the US market, for a maximum consideration of US$13.5 million (£8.8 million).

Founded in 1999, Iris has its headquarters in Oakland (San Francisco), with a further office in Irvine (Los Angeles). The company employs about 35 staff.  It undertakes projects associated with managing environmental risk primarily for private sector clients in California, particularly technology companies in Silicon Valley. 

In the year to 31 December 2014, Iris had revenues of US$10.1 million (£6.6 million) and profit before tax of US$2.3 million (£1.5 million), after adjustment for non-recurring items. Net assets at 31 December 2014 were US$2.5 million (£1.6 million).

RPS has acquired the entire share capital of Iris for a maximum total consideration of US$13.5 million (£8.8 million), all payable in cash. Consideration paid to the vendors at completion was US$8.1 million (£5.3 million). Subject to certain operational conditions being met, two further sums of US$2.7 million (£1.8 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

2. Everything Infrastructure Group

RPS Group plc has also completed the acquisition of Everything Infrastructure Group Pty Ltd (“EIG”), for a maximum consideration of A$32.4 million (£15.2 million).  Founded in 2006, EIG is headquartered in Sydney, with offices in Melbourne and Brisbane.  Its 60 staff provide strategic advice in respect of infrastructure development, delivery and management.  They have extensive experience in all the major sectors of investment, including roads, heavy and light rail, power and water.  EIG enhances the project management capability the Group has developed in Australia in recent years, most recently with the acquisition of Point in 2014.

In the year ended 30 June 2015 EIG had revenue of A$29.8 million (£14.0 million) and profit before tax of A$5.8 million (£2.7 million), after adjustment for non-recurring items.  Net assets at 30 June 2015 were A$1.2 million (£0.6 million).

RPS has acquired the entire share capital of EIG for a maximum total consideration of A$32.4 million (£15.2 million), all payable in cash.  Consideration paid to the vendors at completion was A$19.4 million (£9.1 million).  Subject to certain operational conditions being met two further sums of A$6.5 million (£3.0 million) each will be paid to the vendors on the first and second anniversaries of the transaction.

Alan Hearne, Chief Executive of RPS, commented:

“The acquisition of Iris and EIG further develops Group activities in markets with good prospects both in the immediate future and longer term.  Iris extends our capability in the US environmental risk/due diligence market which was established with the acquisition of GaiaTech, in 2014.  EIG further develops our penetration of the infrastructure market in Australia and supports our diversification away from the resources sector in that country.

“As we are close to the year end we do not expect a material contribution from either business in 2015.  However, they should make a good contribution in 2016, diluting further the continuing effect of the downturn in the oil and gas sector on our Energy business.” 

UK, Abingdon, Oxfordshire & USA, San Francisco, CA & Australia, Sydney

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Utilitywise plc Final Results

utilitywiseUtilitywise plc, an AIM listed, independent utility cost management consultancy, has announced its audited full year results for the year ended 31 July 2015.

 Highlights:

  • Revenue: £69.1M (2014 – £48.9M) up 41%
  • Gross profit: £30.3M (2014 – £22.4M) up 35%
  • EBITDA: £17.8M (2014 – £14.5M) up 23%
  • Profit before tax: £16.7M (2014 – £13.4M) up 25%
  • Continued investment in multi-channel routes to the customer
  • Management strengthened with appointment of new COO, Brin Sheridan
  • t-mac Technologies acquisition completed in April
  • UK customers now exceeds 27,000
  • Review of accounting procedures to enable more accurate consumption variance tracking

Geoff Thompson, Chief Executive of Utilitywise, commented:

“The past year has been one of continued progress. We have maintained our growth aspirations and we are well advanced in the roll out of our multi-channel approach to the entire addressable market. We have complemented our capabilities in the year with the acquisition of t-mac Technologies and now can take a customer through the entire journey of procuring their energy, ensuring compliance, monitoring and reporting usage, and controlling and reducing their energy consumption. 

Our management team has been further strengthened and I am delighted to welcome Brin Sheridan to the Group. Brin will assist us along with the rest of the Executive team to deliver this exciting opportunity we have to increase our market share.

We have slowed and refocused our recruitment in recent months to ensure that we have the highest quality of staff capable of delivering our Trusted Advisor strategy effectively and increasing our new customer conversion rates. Since period end the Group’s UK customer base has increased further to 27,265 as at 30 September, with a corresponding increase in secured but not yet recognised revenue to £28.3 million as at 30 September compared to £26.2 million at period end.

Our outlook for the coming years remains extremely positive and we look forward to welcoming thousands of new customers to the services and products we can deploy to help them  optimise their energy usage and to save money.”

For more information click here

UK, North Tyneside

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Management Buy Out of The Energy Brokers Limited

TEBLThe Energy Brokers Limited (TEBL) a specialist energy procurement consultancy has been acquired by The Consultus International Group Limited in a Management Buy Out led by its Managing Director, Andrew Staley. The terms of the transaction have not been disclosed.

andrew-staleyTEBL is a specialist energy procurement consultancy that focuses in the Industrial & Commercial (I&C) sector arranging and managing electricity and gas contracts on behalf of its clients with energy suppliers. It operates predominately in the UK but has been steadily increasing its foothold across the European marketplace. In the UK it has been assessed by an independent party who ranks TEBL joint 2nd in the Cornwall Energy I&C TPI Index.

Based in Leicester TEBL was setup in 1994, following de-regulation of the UK’s electricity & gas markets. During this time it has grown and developed a dedicated and specialised energy procurement team serving many business sectors across a range of organisation sizes. TEBL was setup and led by the former Managing Director, Bernard Messore and its Non-Executive Directors; David Booth, David Dyer, Jane Messore and Roy Warner.

Whilst TEBL has a relatively new management team in place it remains under the guidance of Andrew Staley, who has managed the business since 2009. The new management team consists of industry professionals, who now form the board and are driving the business forward. As part of this deal Consultus has also acquired The Waterbuyers Limited, which is a newly formed Company that will be used to expand the operations of the Group into other areas such as; Water, Energy Efficiency and Internationally.

Clydesdale Bank supported the management buy-out through the provision of debt facilities. Andrew Staley said “we went out to the marketplace for the debt facilities, Clydesdale came back promptly with a competitive offer that not only met our request, but exceeded it by providing additional flexibility. I’m very pleased to be working with Chris (Harris) and the team at Clydesdale.”

UK, Leicester