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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