TIDMMTW
RNS Number : 2529J
Mattioli Woods PLC
08 September 2016
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
8 September 2016
Mattioli Woods plc
("Mattioli Woods", "the Company" or "the Group")
Acquisition of MC Trustees
Mattioli Woods plc (AIM: MTW.L), the specialist wealth
management and employee benefits business, is pleased to announce
the acquisition of the entire issued share capital of Old Station
Road Holdings Limited and its subsidiaries (together "MC Trustees")
from its shareholder ("the Seller") for a total consideration of up
to GBP2.2 million.
MC Trustees was founded in 1986 and provides pension
administration and trustee services to over 1,500 SIPP and SSAS
clients with over GBP400 million of assets under administration.
Based in Hampton-in-Arden in the West Midlands and employing 26
staff, the business specialises in the provision of personal
service and strong technical advice. MC Trustees' experienced
management team will be retained by Mattioli Woods following the
acquisition, which is expected to be earnings enhancing in the
first full year of ownership.
In the year ended 31 December 2015, MC Trustees generated a
profit before taxation of GBP0.4 million on revenues of GBP1.6
million. At 31 December 2015 MC Trustees' net assets were GBP0.3
million.
The total consideration comprises:
-- An initial consideration of GBP1.2 million (subject to
adjustment for the value of net assets acquired), comprising
GBP0.95 million in cash plus 38,081 new ordinary shares of 1 pence
each in Mattioli Woods ("the Consideration Shares"), which are
valued at GBP0.25 million based on the closing price of a Mattioli
Woods share on 7 September 2016; and
-- Deferred consideration of up to GBP1.0 million payable in
cash in the two years following completion, subject to certain
financial targets being met based on growth in earnings before
interest, tax, depreciation and amortisation generated during that
period.
Payment of the initial cash consideration, deal costs and
estimated net asset adjustment resulted in a cash outflow at
completion of GBP1.38 million.
Application has been made to AIM for the admission of the
Consideration Shares to trading ("Admission"). Admission of the
Consideration Shares, which will rank parri passu in all respects
with Mattioli Woods' existing shares in issue, is expected to
become effective on 14 September 2016.
Following the issue of the Consideration Shares, the total
number of ordinary shares of 1p each ("the Ordinary Shares") in the
Company with voting rights will be 25,275,140. Mattioli Woods does
not hold any Ordinary Shares in Treasury.
The above figure of 25,275,140 Ordinary Shares 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 in, the share capital of
the Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
The Seller has entered into a lock-in deed with Mattioli Woods
and its nominated adviser and broker, Canaccord Genuity Limited,
restricting sales of the Consideration Shares during the two years
following completion.
In addition to the acquisition of MC Trustees, the Company has
reached agreement in principle, subject to contract, to acquire MC
Holdings (Malta) Limited and its subsidiary (together "MC Malta")
for a total consideration of up to GBP0.6 million payable partly in
cash and partly through the issue of new Ordinary Shares. MC Malta
operates Qualifying Recognised Overseas Pension Schemes ("QROPS"),
providing pension arrangements suitable for expatriates from the UK
or people who have earned a pension in the UK and now live
abroad.
The acquisition of MC Malta is subject to agreement of legally
binding documentation and will be conditional upon approval of the
proposed transaction by the Malta Financial Services Authority.
Commenting on the acquisition, Ian Mattioli, Chief Executive of
Mattioli Woods, said:
"This acquisition is another important step forward for Mattioli
Woods, as we continue to expand our operations. MC Trustees is a
great fit culturally and strategically, serving a similar client
base to our existing business, while complementing our current
operations in the East Midlands".
"The MC Trustees team has a proven ability to win high-quality
new business and the transaction gives us an exciting new
distribution channel for Mattioli Woods' services. I believe this
will strengthen our position in a market that is continuing to
consolidate."
Martin Cadman, MC Trustees' Managing Director, added:
"We are excited to become part of the Mattioli Woods group and
believe this transaction benefits our clients, employees and
partners."
- Ends -
For further information please contact:
Mattioli Woods plc
Ian Mattioli, Chief Executive
Nathan Imlach, Finance Tel: +44 (0) 116 240 8700
Director
www.mattioliwoods.com
Canaccord Genuity Limited
Roger Lambert, Corporate Tel: +44 (0) 20 7523 8350
Broking
Kit Stephenson, Corporate
Broking
Sunil Duggal, Investment www.canaccordgenuity.com
Banking
Media enquiries:
Camarco
Ed Gascoigne-Pees Tel: +44 (0) 20 3757 4984
www.camarco.com
This information is provided by RNS
The company news service from the London Stock Exchange
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