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

dmg media sells Jobrapido and Broadbean to Symphony Technology Group

evenbaseEvenbase, dmg media‘s digital recruitment business, has disposed of its job distribution software business, Broadbean, to CareerBuilder and its job search engine, Jobrapido, to Symphony Technology Group. These disposals follow the disposal of the specialist recruitment job board, OilCareers, to Dice Holdings, Inc. in March 2014.

Kevin Beatty, CEO of dmg media, said: “CareerBuilder is a premiere HR Software as a Service (SaaS) provider, specialising in talent management software and deep labour market intelligence. Broadbean’s SaaS offering for job distribution, candidate sourcing and big data analytics is a natural complement. The terms of the deal were not disclosed.

During the year to 30 September 2013 the total revenues from the three businesses, Jobrapido, Broadbean and OilCareers, were £47 million and total operating profits were £6 million.

USA, Palo Alto, CA & UK, London

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DMGT

Johnston Press sells its Irish titles to Iconic Press

Johnston Press plc is selling Formpress Publishing Limited, which holds the trade and assets of its Republic of Ireland operations, to Iconic Newspapers Ltd for £7.2 million.

Following the Disposal, the Group will have no ongoing trading operations in the Republic of Ireland, other than the retention of certain leasehold and freehold property interests. The Group will continue to provide printing facilities to Iconic Newspapers Ltd for a certain period post Disposal. It is also intended that certain leasehold properties will be sub-leased to Formpress post Disposal. The Group is retaining its Northern Irish titles including The Newsletter and Derry Journal (which are also sold in the Republic).

Iconic Newspapers Limited is a company in the same corporate group as Mediaforce Limited, which is the Group’s national advertisement sales representative in the United Kingdom, and is ultimately owned by Malcolm Denmark.

For the 52 weeks ended 28 December 2013, the operating profit before exceptional items for the assets subject to the Disposal amounted to €1.3 million.

Chief Executive Officer of Johnston Press, Ashley Highfield, said: “The disposal of our trade and assets in the Republic of Ireland will increase our ability to focus on the growth of our business in the United Kingdom and in particular our digital initiatives, in line with our stated strategy. We believe that it is in the Group’s best interests to dedicate our resources to these opportunities.

I would like to thank the staff of our Irish business for their loyalty and dedication over the years and we wish them well for a successful future.”

UK, Edinburgh & Ireland, Dublin

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Johnston Press interim profits halve Posted on August 26, 2011

 

WPP’s Wunderman acquires FusePump in UK

wppWPP‘s wholly-owned operating company Wunderman, the world’s largest digital agency network, has acquired FusePump Limited, a company specialising in product data and content for digital marketing.

Based in London, FusePump extracts product data from e-commerce websites and other data sources, making it available for integration into hundreds of marketing channels and advertising applications.  By distributing data into multiple online channels, FusePump helps retail, travel, mobile and entertainment companies realise their full digital marketing potential.  FusePump employs 50 people and clients include Nokia, Sky, Sony, Tesco, and ASOS.

FusePump’s consolidated unaudited revenues for the year ended 31 December  2013 were £3.0 million, with gross assets of £0.9 million as at the same date.

UK, London

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CloserStill acquires pharmacy trade show Pharmagora from NewsMed

closerstill2Exhibition News is reporting that CloserStill has acquired pharmacy trade show Pharmagora from NewsMed. The terms of the deal were not disclosed. The acquisition was completed 48 hours before the 2014 show opened its doors at Paris Expo on 29 March.

The show will be renamed PharmagoraPlus.

Pharmagora is the second event CloserStill runs in France. In 2013, it launched France Vet, modelled on the London Vet Show.

Read the full story here.

UK, London & France, Paris

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Porta acquires Digital and Print & Design units

Porta Communications plc, the AIM quoted international marketing and communications business, has acquired two businesses from WSM Communications Group Limited. The deal is to be financed by the issue of 7,500,000 ordinary shares of 10p each in Porta at a price of 14.075p per share, with 5,723,802 of the Consideration Shares subject to a 12 month lock-in agreement and a further 12 month orderly market agreement. The remainder of the Consideration Shares are subject to a three month orderly market agreement.

The two businesses incorporate a digital team of 12 specialists and seven print management and design specialists, providing between them full studio design and art-working capabilities and a full digital design and production unit, servicing a range of blue-chip clients. The business units generated approximately £1.3m of fee income and a small profit in aggregate in the 11 month period to February 2014.

WSM will continue to work closely with the units sold to Porta with a commitment to place digital, design and print activation work where possible to these businesses.

Commenting on the transaction, Group CEO, David Wright said: “Through our advertising agency 21:12 we are already working with the digital team on a number of client projects and are witnessing how their digital capabilities are significantly enhancing our ability to offer existing and new clients digital solutions to their wide ranging communications needs. We are also very excited to welcome the highly successful design and print team who I am sure will continue to thrive within the Porta network and client base”.

Andrew White, WSM Communications Group CEO said: “It was important for our ongoing business to find the right home for our digital, design and print teams, and we are delighted to have sold them to such a high growth business like Porta Communications who fully recognise the role they will have as a key part of Porta Communications’ future development.”

Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM. It is expected that admission will occur and that dealings will commence at 8.00 a.m. on 3 April 2014. Following admission of the Consideration Shares, the Company’s total issued share capital will consist of 223,467,153 Ordinary Shares with one voting right per share. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure and Transparency Rules.

UK, London

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Porta acquires Twenty 20 Media Vision Posted on July 6, 2012

JWT to acquire majority stake in Social Wavelength in India

wppWPP’s wholly-owned operating company, JWT, the global marketing communications agency, has agreed to acquire a majority stake in Social Wavelength, one of the leading social media agencies in India.

Founded in 2009, Social Wavelength is headquartered in Mumbai, with offices in Delhi and Chennai. The company employs over 170 people and key clients include Franklin Templeton, Apollo Hospitals, Idea Cellular and GE India Industrial.

Social Wavelength’s revenues for the year ended 31 March 2013 were INR 91.5 million, with gross assets at the same date of INR59.2 million.

UK, London & India, Mumbai

Inspired Energy plc – Results for year ended 31 December 2013

inspiredenergyInspired Energy plc, an energy procurement consultant to UK corporates, has announced its final results for the year ended 31 December 2013.

Financial Highlights

  • Revenue increased 45% to £7.62 million (2012: £5.26 million)
  • EBITDA before exceptional costs and share-based payment costs increased 34% to £3.55 million (2012: £2.64 million)
  • Operating profit for the year was £1.98 million (2012: £1.17 million)
  • Adjusted EPS* increased 40% to 0.67 pence (2012: 0.48 pence)
  • Profit before tax of £1.75 million (2012: £0.89 million)
  • Record period of new sales, continuing into the new year
  • Order book grew 23% to £11.0 million (2012: £8.9 million)
  • The SME division contributed revenue in the year of £1.35 million (2012: £0.17 million)
  • Final dividend proposed of 0.12 pence per share (interim dividend of 0.05 pence per share)

* Excluding amortisation, acquisition cost, share based payments and restructuring cost.

Operational Highlights

 Strong organic growth within the SME sector following launch of EnergiSave, which has continued into 2014

Further diversification of customer base into new sectors

Significant investment in staffing to drive revenue growth with average headcount in year increasing 22% to 66 (31 December 2012: 54)

Additional investment in bespoke core IT platform to optimise sales and client servicing

Successful introduction of new products in the year, including the new product set within the SME division and the Multi-Customer Management Solution in the Corporate division

High client retention levels maintained. Renewals across the Group at 85%. Risk Management division achieved 100% retention

Post period end acquisition of two SME focused businesses, adding an online platform and broadening the client base, complementing the existing EnergiSave business.

Commenting on the results, Janet Thornton, Managing Director, said:  “2013 was a stellar year for Inspired, one which has put the Group in a very strong position to build on this solid growth into 2014. The team grew by 22% and the record results we have delivered are testament to their hard work and commitment to the business. The current year has started well and the Group is ahead of the Board’s expectations, with a strong pipeline for the year ahead. Inspired is in a leading position to continue to take advantage of the strong, structural growth trend we are witnessing in the energy consultancy sector, which will further benefit the Group in the years to come as businesses increasingly look to energy consultancies to help them with their energy procurement negotiations and strategies. We look forward to a successful 2014 and the opportunities of building the Group organically and through further acquisitions within the sector.”

Uk, Kirkham, Lancashire

JWT to acquire Egift, a premium and gift specialist in China

wppWPP’s wholly owned operating company JWT has agreed to acquire Shanghai Egift Design and Production Co. Ltd., one of China’s leading premium and gift specialists.

Egift provides total integrated premium and loyalty program gift solutions to clients, ranging from strategy, design, sourcing, prototyping, production through to logistics and distribution. The company, which was established in 2002 by Zhu Cheng and is headquartered in Shanghai, serves a range of blue chip international clients in China, including Johnson & Johnson, Roche, Pechoin, Conde Naste and Novartis. Following the acquisition, Egift will continue to operate independently, as part of JWT’s activation, field and shopper marketing operations in China.

For the year ending 31 December 2013, Egift’s revenues were RMB 27 million, with gross assets of RMB 25 million, as at the same date.

UK, London & China, Shanghai