TIDMUNG
RNS Number : 0208V
Universe Group PLC
03 April 2019
3 April 2019
AIM: UNG.L
Universe Group plc
("Universe", the "Group" or the "Company")
Acquisition of Camden Technology Investments Limited and its
subsidiaries, new GBP5.0 million facilities with HSBC and Notice of
Results for the year ended 31 December 2018
Universe Group plc (AIM: UNG.L), a leading developer and
supplier of point of sale, payment and loyalty systems, is pleased
to announce its completion of the acquisition of 95% of the issued
share capital of Camden Technology Investments Limited ("Camden
Technology") and its subsidiaries, each trading as Celtech
("Celtech"), for an initial cash consideration of EUR4.48 million
and the issue (out of existing AGM authorities) of 22,842,785 new
shares in Universe representing 8.95% of the issued share capital
of the Company as enlarged by the issue of these shares, (the
"Acquisition").
The total initial consideration due, at the Company's closing
share price on 2 April 2019 and assuming a EUR/GBP exchange rate of
1.17, is GBP4.96 million. In addition, the remaining 5% of the
shares in Camden Technology are subject to a put and call option
exercisable after 1 year at a cost of EUR0.32 million, payable in
cash.
Highlights
-- Celtech is a developer of retail and wholesale management
solutions ("RMS") based in Dublin with a customer base in the UK
and Ireland
-- For the year ended 31 December 2018 Celtech had unaudited
revenues of GBP1.92 million (2017: audited revenues of GBP3.33
million) and an unaudited loss after tax of GBP0.57 million (2017:
audited profit after tax of GBP0.47 million) following a year of
significant investment in product and systems development.
Unaudited net assets at 31 December 2018 were GBP0.75 million
(2017: audited net assets of GBP1.32 million)
-- The Acquisition is being funded out of existing cash
resources and a new 4-year, GBP3.50 million term loan and a new
3-year, GBP1.50 million revolving credit facility with HSBC.
Unaudited net cash of the Group on 31 December 2018 was GBP1.92
million (2017: audited net cash of GBP1.86 million)
-- The acquisition of Celtech is expected to be earnings
enhancing in its first full year of ownership by Universe
Jeremy Lewis, Chief Executive of Universe Group plc,
commented:
"We are delighted with this transaction as Celtech is a
class-leading developer of cloud-based retail and wholesale
management solutions. The acquisition allows the Group to offer the
very latest in RMS technologies to existing and new customers and
extends the Group's product offering into wholesaling and new
geographies such as Ireland. It is expected to be earnings
enhancing in its first full year of ownership."
Darragh Fanning, Founder and Managing Director of Celtech,
said:
"We have a best in class software solution for retail and
wholesale evidenced by the breadth and quality of our customer
base. This transaction with Universe gives us the opportunity to
quickly promote and support our offering to more customers. We were
attracted to Universe's culture and their investment in customer
care services and we are very excited about the prospects for the
combined group."
About Celtech
Celtech develops and sells its RMS, called ab-initio, to
wholesale and retail customers in the UK and Ireland. Approximately
14,000 users log into ab-initio every day to manage their retail
and wholesale businesses. Customers include Bestway, One Stop and
various co-ops across the UK. For the year ended 31 December 2018,
it had unaudited revenues of GBP1.92 million and an unaudited loss
after tax of GBP0.57 million, principally as a result of it
undertaking a large amount of internal product and systems
development (rather than focusing on fee earning work) that year.
All development costs are written off as incurred. In 2017, the
audited revenues were GBP3.33 million and audited profit after tax
was GBP0.47 million. Unaudited net assets at 31 December 2018 were
GBP0.75 million (2017: audited net assets of GBP1.32 million). For
further information on Celtech, please see
www.celtechgroup.com.
Acquisition rationale
Celtech's ab-initio software product is a class-leading,
cloud-based RMS offering that gives large, multi-site operators a
uniquely powerful modular suite operating in real-time and allowing
them to control all aspects of their business with full reporting,
insights and analytics. As such, it meets the needs of Universe's
larger customers and broadens the Group's customer base in the UK
and Ireland with additional high-profile retailers.
Consideration for the Acquisition
The initial consideration due on completion is EUR4.48 million
payable in cash and the issue of 22,842,785 new shares in Universe
Group plc. The issued shares are subject to a 12-month lock-in
period. In addition, the remaining 5% of the target company's share
capital is subject to a put and call option exercisable after 1
year at a cost of EUR0.32 million, to be satisfied in cash. The
Acquisition is being funded out of existing cash resources and a
new 4-year, GBP3.50 million term loan and a 3-year, GBP1.50 million
revolving credit facility with HSBC. Unaudited net cash of the
Group on 31 December 2018 was GBP1.92 million (2017: audited net
cash of GBP1.86 million).
Notice of Results
The Group announces that its results for the year ended 31
December 2018 will be released on 17 April 2019. These results are
expected to be in line with current market expectations.
Application for Admission and Total Voting Rights
Application has been made for the 22,842,785 new shares to be
admitted to trading on AIM which is expected to occur on 8 April
2019 ("Admission"). Following Admission, Universe will have
255,191,720 ordinary shares of 1p each in issue with each share
carrying the right to one vote. This is the total voting rights
figure which may be used by shareholders as the denominator for the
calculations by which they will determine whether they are required
to notify their interests in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
No statement in this announcement is intended to be a profit
forecast or estimate and no statement in this announcement should
be interpreted to mean that the earnings per share of the Company
for the current or future financial years would necessarily match
or exceed the historical published earnings per share of the
Company. This announcement contains inside information as defined
in Article 7 of the Market Abuse Regulation No. 596/2014. Upon
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
For further information:
Universe Group plc T: +44 2380 689 510
Andrew Blazye, Non-Executive Chairman
Jeremy Lewis, Chief Executive
finnCap T: +44 20 7220 0500
Stuart Andrews / Henrik Persson (Corporate Finance)
Richard Chambers (ECM)
Alistair Hay (Debt Advisory)
IFC Advisory T: +44 20 3934 6630
Tim Metcalfe
Heather Armstrong
About Universe Group plc
Universe provides some of the world's leading retailers with
point of sale, payment and loyalty solutions. The Group's solutions
are based on its own proprietary software and are offered out of
the cloud on a software as a service model with its data centres
processing over 6 billion transactions every year. For further
information, please see www.universe-group.co.uk
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQLXLFBKZFFBBV
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