TIDMGTC
RNS Number : 1403B
GETECH Group plc
14 June 2016
Getech Group plc
("Getech" or the "Company")
Acquisition of Exprodat Consulting Limited
Getech (AIM; GTC), the geoscience business specialising in the
provision of data, studies and services to the oil, gas and mining
exploration sectors, is pleased to announce the execution and
completion of an agreement to acquire the entire issued share
capital of Exprodat Consulting Limited, a company specialising in
the provision of geographical information systems ("GIS") software
and services to the oil and gas industry (the "Agreement").
Getech has previously stated a strategic aim of acquiring
companies with clear commercial fit and synergies, in parallel with
the strategic aim of organic growth. In April 2015 it completed the
acquisition of ERCL Limited, an oil and gas consultancy based in
Henley on Thames.
In common with its clients, Getech's work depends on the ability
to manage, present and interpret geographical data. Throughout the
oil and gas industry, GIS systems are used as part of the work at
all stages from exploration through to production, and virtually
all clients use the ArcGIS software platform, provided by ESRI.
Exprodat
Exprodat was founded in 2002 and is a London-based consultancy
with 20 staff, specialising in the provision of services and
consultancy relating to data management and the use of GIS systems.
It provides training in both public and private environments, and
has developed, and licences commercially, several software packages
which support petroleum exploration.
It has developed a substantial client base, with a significant
proportion of recurring income. For Getech, it is particularly
relevant that the staff are predominantly geologists by training,
giving them an understanding of the client scientific as well as
data management needs.
Exprodat is an ESRI Gold Partner, and it has ISO 9001
certification. Each of these represents an external validation and
recognition of the quality of the company's services.
Prior to the current market downturn which we believe started in
2014, Exprodat had a long and profitable trading history. In the
year to December 2014 it reported income of GBP4,629,000 and profit
before tax of GBP107,000. However, with the worsening state of the
market and exceptional costs in 2015, Exprodat's most recent
accounts to December 2015 are expected to report income of
GBP3,419,000 and a loss before tax of GBP109,000. However, the 2015
result is stated after the impact of one-off restructuring expenses
in December to reduce its ongoing costs.
Getech will acquire Exprodat from its existing shareholders
Gareth Smith, Nicholas Cribbens, Christopher Jepps, Julie Cullen
and Ross Smail.
The Directors believe that the enlarged Getech group will
deliver a number of synergies, both in relation to internal group
performance and in terms of the products and services provided to
our clients.
The terms of the Agreement
Getech will pay consideration as follows:
-- A cash payment equal to the value by which net assets exceed
GBP500,000 payable in two instalments, as follows:
o GBP250,000 immediately on completion
o the balance on 14 January 2017
-- The issue of 4,666,667 Getech shares ("New Shares").
Application will be made to admit these shares to trading on AIM
and it is anticipated that trading in the shares will commence on
20 June 2016. It is agreed that the shares will be retained by the
Exprodat shareholders for a minimum period of one year from
completion.
On this basis, using the closing share price on Monday 13 June
2016, the aggregate potential consideration will be valued at
GBP1,760,000.
Exprodat's gross assets total GBP1,570,000 with net assets of
GBP1,008,000.
There are no shares held in treasury, therefore the total number
of voting rights in the Company following the issue of the New
Shares will be 37,562,415. This figure may be used by shareholders
in the Company 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 under the Disclosure and
Transparency Rules.
Immediately following completion, Gareth Smith, Nicholas
Cribbens, Christopher Jepps, Julie Cullen and Ross Smail will be
interested in the capital of the Company as follows:
Existing
ordinary Ordinary shares % issued
shares issued on completion share capital
Gareth Smith - 1,430,108 3.81%
Nicholas Cribbens - 1,430,108 3.81%
Christopher
Jepps - 903,226 2.40%
Julie Cullen - 677,419 1.80%
Ross Smail - 225,806 0.60%
- 4,666,667 12.42%
Stuart Paton, Chairman of Getech Group plc, said: "We are
delighted that we have completed the transaction with Exprodat. We
see a very strong strategic fit and believe that this will enable
the enlarged group to provide improved products, services, software
and training more broadly across client workflows in the petroleum
sector. Exprodat also brings skills which are directly applicable
outside the petroleum industry, providing the potential for the
group to extend into other markets. The enlarged group will have a
strong asset base, a broader range of skills and products, and
enhanced potential to take advantage of a market recovery."
Enquiries:
Getech Group plc Tel: 0113 322 2200
Raymond Wolfson, Chief
Executive
WH Ireland Limited Tel: 0161 832 2174
Katy Mitchell
This information is provided by RNS
The company news service from the London Stock Exchange
END
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