TIDMUTW
RNS Number : 2177O
Utilitywise plc
09 October 2012
9 October 2012
Utilitywise plc
("Utilitywise" or the "Company")
Full Year Results
for the year ended 31(st) July 2012
Utilitywise, a leading independent utility cost management
consultancy is pleased to announce its full year results for the
year ended 31 July 2012.
o Proforma revenue increased by 25% to GBP14.6m (2011:
GBP11.7m)
o Proforma EBITDA increased by 25% to GBP4.7m (2011:
GBP3.7m)
o Proforma PBT increased by 23% to GBP4.3m (2011: GBP3.5m)
o Proforma EPS increased by 39% to 6.4p (2011: 4.6p)
o Net cash at the year end of GBP8.2 million (2011: GBP0.2m)
o Maiden dividend of 1p proposed - ahead of schedule
Financial Highlights
2012 2011 Change Proforma Proforma Change
2012 2011
---------------- ------ ----- ------- --------- --------- -------
Revenue (GBPm) 14.4 10.9 Up 32% 14.6 11.7 Up 25%
---------------- ------ ----- ------- --------- --------- -------
EBITDA* (GBPm) 4.1 3.5 Up 18% 4.7 3.7 Up 25%
---------------- ------ ----- ------- --------- --------- -------
PBT* (GBPm) 3.9 3.3 Up 16% 4.3 3.5 Up 23%
---------------- ------ ----- ------- --------- --------- -------
EPS*(#) (p) 5.4 4.4 Up 23% 6.4 4.6 Up 39%
---------------- ------ ----- ------- --------- --------- -------
Proforma reflects situation had EMU been part of the group as at
1 August 2010 (acquired 31 January 2012)
*Excludes exceptional items relating to a one off lease
termination fee of GBP75,000 and GBP316,398 of listing costs.
(#) Share number adjusted to 2012 fully diluted base
Corporate Highlights
o Acquisition of Eco Monitoring Utility Systems Limited ("EMU")
in January 2012
o Listing on AIM on 12 June 2012 raising GBP6.9 million (before
expenses)
o New contracted meters grew to 20,013 at 31 July 2012 from
15,000 at 31 July 2011
o Energy consultancy headcount increased to 181 at 31 July 2012
from 133 at 31 July 2011
Post Period End Highlights
-- Acquisition of Clouds Environmental Consultancy Limited
-- Energy saving partnership with City Electrical Factors
-- Board appointment of Michael Dent from Total Gas & Power as Sales and Marketing Director
Commenting on the results, Geoff Thompson, CEO said:
"This year has seen exceptional progress for our Company,
including our successful listing on AIM in June. We have seen
strong growth in our financial performance and continue to add and
improve our service offerings. The significant investment we have
continually made in infrastructure means that we are well placed to
continue to grow and cater for our customers' future needs.
"The new financial year has started strongly and the recent
acquisition of Clouds is the first step in our strategy of
selective acquisitions to complement our organic growth. Our
services have never been more relevant as they both save clients'
money and help reduce overall energy consumption, and our proposed
maiden dividend is evidence of our continued confidence in the
future."
For further information:
Utilitywise PLC 0870 626 0559
Geoff Thompson, CEO
Andrew Richardson, CFO
finnCap (NOMAD and broker) 020 7220 0500
Matt Goode / Charlotte Stranner / Henrik Persson
(Corporate Finance)
Simon Johnson (Corporate Broking)
Hub Capital Partners Ltd 020 7535 1710
Stephen Bourne
Newgate Threadneedle 020 7653 9850
Josh Royston /John Coles/ Hilary Millar
Chairman's Statement
I am pleased to report our results for the year ended 31(st)
July 2012. This is our first report as a publically quoted company,
and it is therefore particularly pleasing to be able to report
profits ahead of market expectations. In a difficult time in the
financial markets we were delighted that we were able to
successfully conclude our IPO in June.
These maiden results demonstrate that Utilitywise is a fast
growing, highly profitable business with excellent prospects.
Proforma revenues increased by 25% over the comparable period last
year from GBP11.7m to GBP14.6m, proforma EBITDA by 25% from GBP3.7m
to GBP4.7m and we are recommending a maiden dividend of 1p per
share, which is 6 months earlier than initially anticipated. As a
board we are committed to growing Utilitywise in a measured and
controlled manner and the team have demonstrated their ability to
do so efficiently and with great success.
Since the end of this financial year we have announced the
acquisition of Clouds Environmental Consultancy Limited, a leading
provider of energy management services, such as energy auditing,
based in Portsmouth. The acquisition provides further breadth to
Utilitywise's overall energy offering. I welcome them to the
Utilitywise group and am confident that their team of specialist
consultants and strong customer base will be of great benefit to
the Group. When we joined AIM in June this year it was our stated
aim to grow both organically and by acquisition and this clearly
fits well with this strategy. We are continuing to investigate
other potential acquisitions and I am sure this will reap rewards
in the fullness of time.
I am also delighted that we have been able to announce the
recruitment of Michael Dent from Total Gas and Power. We believe
that Michael's appointment will be a key hire for Utilitywise and
also demonstrates, by hiring such a senior and highly regarded
executive, the excitement surrounding the Company's future as seen
in its key markets.
I am continuously struck by the enormous potential for a
professional organisation helping businesses effectively manage
their energy needs. Everything I have seen since becoming Chairman
has reinforced my opinion of the opportunity for Utilitywise to
become the leading provider of energy solutions to commercial
customers. We intend to not only increase the quantum of the
services we provide to our customers but also to steadily expand
the breadth of offering.
Utilitywise is led by an excellent management team. They possess
a high level of specialist technical expertise and provide a first
class service to our customers. It is much more than simply finding
the best tariff. With our unique products and expertise we help our
customers reduce their energy costs and consumption over the long
term, which also helps them reduce their carbon emissions. It is a
privilege to be involved with a business that is not only very
profitable but also provides a valuable service by helping
companies cut down on the amount of energy they consume, whilst
becoming one of the largest private sector employees in the North
East. Whilst the financial benefits of our services will be
particularly welcome to our clients in these difficult economic
times, the overall impact will be much further reaching.
I would like to thank everyone who works for Utilitywise for
their continued hard work. In particular the executive team who
have built and continue to develop an excellent business that
demonstrates their undoubted talent and commitment. The Board is
focused on providing not only a highly valuable service to our
customers and a great place to work, but also delivering an
excellent financial performance.
Richard Feigen
Chairman
Chief Executive's Statement
I am pleased to report Utilitywise has made a great start
following the successful listing on AIM in June.
Our results demonstrate the strength of our proposition, the
hard work of our people and most importantly the value we add to
our customers.
Business Model
Utilitywise specialises in energy procurement and energy
management services for businesses. The Company negotiates rates
with energy suppliers on behalf of business customers, provides an
account care service and offers a range of products and services
designed to assist customers manage their energy consumption.
Customers are based throughout the UK and the Republic of Ireland
across a variety of industry sectors and the public sector, and
range in size from small single site customers to large multi-site
customers.
The business has two major focuses of activity:
Energy procurement
The Company's revenue from energy procurement is generated from
two main sources. Firstly, the Company has energy consultants who
contact prospective customers identified by the Company's bespoke
IT search system to offer a potentially reduced energy tariff and
various energy management products and services designed to assist
in identifying ways to reduce that customer's overall energy
consumption. Secondly, the Company operates a "partner channel"
where organisations refer customers to Utilitywise and commissions
generated from those customers are shared between Utilitywise and
the referring organisation.
Energy management
These products and services are designed to assist customers to
manage their energy consumption; they also generate additional
revenues forUtilitywise. The energy management products and
services include
-- Account care
-- Energy health check
-- Energy audit
-- Ecofit
-- Edd:e energy monitor
-- Utility insight
-- Smart meters
-- Carbon zero
The Directors believe that the UK market fragmentation, the low
penetration of third party intermediaries (TPIs) in the UK
commercial market and the Company's current share of the total
potential market, means that there is an opportunity to increase
the Company's market share through organic growth and
acquisitions.
The Directors further believe that a forecast increase in energy
prices will lead to increasing demand from customers for advice on
energy management issues and that this demand creates the
opportunity for the Company to continue with its recent organic
growth.
In addition to the Company's aim to grow its market share of SME
customers, the Directors believe that there is an opportunity to
capitalise on the Company's established relationships with energy
suppliers who are showing an interest in some of the Company's
energy management products and services for sale into the
supplier's customer base.
Highlights
-- Impressive growth in customer contracts, up 33% on our 2011 volumes, to over 20,000.
-- The acquisition of Eco Monitoring Utility Systems Limited
(EMU) thereby securing a range of Energy Services offerings
including:
o Our Energy Health Check Software
o Our EDD:E sub metering (M&T) solution
o Our Energy Auditing software
-- The relocation of the business to a flagship 40,000 square
foot facility which provides the required infrastructure for our
continued growth.
Key Performance Indicators
The key performance indicators used by the Directors are as
follows:
2012 2011 Growth
Energy Consultants at 31 July 181 133 43%
Contracts secured 20,013 5,006 33%
Secured revenue at July 31 GBP7.1m GBP5.2m 37%
Contracts secured increased by 33% from over 15,000 to over
20,000 over the year. Additionally secured revenue, (representing
contracts waiting to 'go live') increased by 37% from GBP5.2m to
GBP7.1m. Energy consultancy headcount increased to 181 at 31 July
2012 from 133 at 31 July 2011, as we scaled up our operations to
drive future growth.
Our core Energy Intermediary offering to commercial customers
has continued to scale as evidenced by the volume of new customers
we contracted in 2012. As at our IPO in June we had over 10,000
contracted customers and over 25,400 contracted meters. This has
continued to grow to over 11,400 customers and over 32,900 meters
by September 2012. We are also particularly pleased that our
renewal rate has increased since IPO to over 62% as at 30 September
2012.
Our proposition continues to develop, following the acquisition
of EMU, and now includes a range of innovative Energy Services
components that has supported our customer acquisition activity.
Energy Services has led to an increase in our average order value
per meter, increasing by 13% on 2011 rates.
Further investment in Energy Services has continued with
improvements to our Edd:e sub metering solution focussed on value
engineering to drive out cost and on improvements to commissioning
processes and reporting.
In addition the Group has continued the development and testing
of its own Voltage Optimisation product which has been designed to
deliver value to customers at a competitive price and with
functionality not available elsewhere.
Investment has also continued in the Group's IT systems and
processes to support further growth.
We remain focussed on the delivery of further organic growth
through all of the above investments and on targeting appropriate
acquisition opportunities to enhance the Group's growth via
complimentary products and services.
Our relationships with the UK Energy supply companies remains
strong and we enjoy an enviable position as a partner they can rely
upon to deliver customer volume and an innovative approach to
solving the business customer's energy management needs.
People
To meet the demands of our growing business we have recruited a
further 110 members of staff (including 52 Energy Consultants)
during the year ended July 2012 and we continue to forecast further
headcount growth into 2013. This recruitment is largely focussed on
selecting the correct talent to support the growth of our in house
Energy Consultant team.
We remain committed to attracting the right talent and to
developing the skills of our people so that our customers benefit
from our knowledge and experience and from the quality of service
we provide.
Acquisitions
It is our aim to grow via selected acquisitions of which all
will be selected to broaden and develop our product and service
offering.
I am pleased to report that since the year end we have
successfully completed a further acquisition and our first since
our IPO. Clouds Environmental Consultancy Limited ("Clouds") will
enhance our Energy Services capabilities. Clouds, based in
Portsmouth, is an independent consultancy specialising in energy
management services which are designed to help clients identify
areas of potential energy and cost savings. Its team of highly
qualified energy consultants helps businesses effectively manage
their clients' energy
and environmental impact and, in so doing, improve resource
efficiency and reduce business overheads.
With capacity to grow the Clouds team, the acquisition will
provide Utilitywise with a new base from which to address the South
of England, and further extends its coverage of the UK market.
Clouds has a range of products and services which complement and
extend the existing Utilitywise offerings in the areas of
legislative Compliance, Auditing and Surveying and Feasibility and
Design.
Outlook
The new financial year has seen continued progress. The business
has an excellent infrastructure to support our outstanding offering
and we look forward to a further period of exciting growth.
Geoff Thompson
Chief Executive
Financial Review
Results for the year
In 2012, the group generated revenue of GBP14.4 Million, an
increase of 32.1% over 2011 fuelled by an increase of 52% of
contracts going live and a 6% increase in the average value of
contracts that went live in the period. The major factor in the
engine driving growth is energy consultant headcount which has
grown in line with management expectation from 133 at July 2011 to
181 at July 2012. It is this increase in headcount which feeds the
revenue pipeline and resulted in the securing of GBP22 million of
contract revenue in 2012 a 33% increase on 2011. Gross profit has
remained strong despite a period of headcount growth representing
continued leveraging of the energy services proposition in the
market with average commission rates on new business secured
increasing by 9% on 2011 helping drive a 13% increase in average
contract commission value.
Administrative expenses at GBP2.4m, excluding exceptional items,
were up 77% largely as result of the move to new offices at Market
Dock and continued headcount expansion.
EBITDA excluding exceptional items at GBP4.1m represents an 18%
increase on 2011 with profit before tax at GBP3.9m, a 16% increase
on 2011.
Proforma results adjusted for full year
Eco Monitoring Utility became part of the group on 31(st)
January 2012 and thereby provided a six month contribution to the
Group's results. In order to provide shareholders with a realistic
snapshot of performance, had EMU been in place as of 1(st) August
2010, the Group revenue would have been GBP14.6 million (2011:
GBP11.7m), with a Gross Profit of GBP7.2 million (2011 : GBP5.8m)
and EBITDA excluding exceptional items of GBP4.7 million (2011:
GBP3.7m).
EBITDA is defined as profit from operations less depreciation
and amortisation. Exceptional items relate to a one off lease
termination fee of GBP75,000 and GBP316,398 of listing fees which
are included in administrative expenses in the income
statement.
Cash and Borrowings
As at the 31(st) July 2012 the Group had net cash balances of
GBP8.2m (31(st) July 2011: GBP0.2m). Cash generation has remained
strong throughout the period with net cash flows generated from
operating activities of GBP5.0m (2011: GBP0.0m).
Balance Sheet
The Group's non current assets at 31(st) July 2012 were GBP3.2m
(2011: GBP0.4m) which consist of property, plant and equipment
GBP0.8m, intangible assets and goodwill of GBP2.4m mainly relating
to the purchase of EMU.
Receivables have decreased to GBP1.9m (2011: GBP4.7m) with stock
at GBP0.1m relating to Edd:e units. Current liabilities have
increased to GBP3.3m (2011: GBP3.0m) whilst non-current liabilities
have decreased to GBP0.1m (2011: GBP0.2m).
Dividend
The board is proposing a dividend for the year of 1p per share
subject to the approval of the shareholders at the Annual General
Meeting. The dividend per share will be paid on 14 December 2012 to
shareholders on the register at close of business on 30 November
2012.
Andrew Richardson
Chief Financial Officer
Consolidated statement of total comprehensive income
12 months ended 12 months
ended
31 July 2012 31 July
2011
Note GBP GBP
Revenue 3 14,382,806 10,888,744
Cost of sales 8,180,207 6,135,931
Gross profit 6,202,599 4,752,813
Other operating income 109,582 10,555
Administrative expenses 2,420,454 1,368,564
Exceptional items 4 391,398 -
-------------------------- ----- ---------------- ------------
Total administrative
expenses 2,811,852 1,368,564
Profit from operations 3,500,329 3,394,804
Finance expense 32,257 59,463
Profit before tax 3,468,072 3,335,341
Tax expense 1,036,062 1,088,688
Profit for the year
attributable to equity
holders of the parent
company 2,432,010 2,246,653
Other comprehensive
income (net of tax) - -
Total comprehensive
income attributable
to equity holders
of the parent company 2,432,010 2,246,653
Earnings per share
for profit attributable
to the owners of the
parent during the
year
Basic (pence) 5 0.047 22,467
Diluted (pence) 5 0.047 22,467
Consolidated statement of financial position
12 months 12 months 13 months
ended ended ended
31 July
31 July 2012 31 July 2011 2010
Note GBP GBP GBP
------------- ------------- ----------
Non-current assets
Property, plant and
equipment 788,189 410,489 339,549
Goodwill 6 2,356,960 - -
Internally generated 27,286 - -
intangible assets
Other intangible 19,392 - -
assets
Total non-current
assets 3,191,827 410,489 339,549
------------- ------------- ----------
Current assets
Inventories 98,622 - -
Trade and other receivables 1,242,017 4,647,233 1,867,484
Cash and cash equivalents 8,227,499 227,421 494,311
Total current assets 9,568,138 4,874,654 2,361,795
------------- ------------- ----------
Non-current assets
Trade and other receivables 1,536,804 46,751 213,364
------------- ----------
Total non-current
assets 1,536,804 46,751 213,364
------------- ------------- ----------
Total assets 14,296,769 5,331,894 2,914,708
------------- ------------- ----------
Current liabilities
Trade and other payables 2,820,669 1,873,065 2,380,996
Loans and borrowings 24 39,969 -
Corporation tax liability 523,910 1,066,430 103,567
------------- ----------
Total current liabilities 3,344,603 2,979,464 2,484,563
------------- ------------- ----------
Non-current liabilities
Trade and other payables 66,790 109,750 456,376
Deferred tax liability 48,655 57,945 35,687
Total non-current
liabilities 115,445 167,695 492,063
------------- ------------- ----------
Total liabilities 3,460,048 3,147,159 2,976,626
------------- ------------- ----------
Net assets / (liabilities) 10,836,721 2,184,735 (61,918)
------------- ------------- ----------
Equity attributable
to equity holders
of the company
Called up share capital 7 61,426 100 100
Share premium 6,187,598 - -
Share option reserve 20,952 - -
Retained earnings 4,566,745 2,184,635 (62,018)
Total equity 10,836,721 2,184,735 (61,918)
------------- ------------- ----------
Consolidated statement of changes in equity
Share
Share Share option Retained
capital premium reserve earnings Total
GBP GBP GBP GBP GBP
-------- ---------- --------- ---------- -----------
At 1 August 2010 100 - - (62,018) (61,918)
Profit for the year - - - 2,246,653 2,246,653
Other comprehensive - - - - -
income
Equity as at 31 July
2011 100 - - 2,184,635 2,184,735
-------- ---------- --------- ---------- -----------
Profit for the period - - - 2,432,010 2,432,010
Other comprehensive - - - - -
income
Capitalisation of reserves 49,900 - (49,900) -
Share option expense - - 20,952 - 20,952
Issue of shares 11,426 6,844,079 - - 6,855,505
Listing costs - (656,481) - - (656,481)
Equity as at 31 July
2012 61,426 6,187,598 20,952 4,566,745 10,836,721
-------- ---------- --------- ---------- -----------
Consolidated cash flow statement
12 months 12 months
ended ended
31 July 2012 31 July 2011
GBP GBP
------------------- -------------------
Operating activities
Profit before tax 3,468,072 3,335,341
Interest paid 32,257 59,463
Depreciation of property,
plant and equipment 187,084 113,257
Share option expense 20,952 -
Grant income (35,256)
Amortisation of intangible 45,476 -
assets
Loss on disposal of property,
plant and equipment 28,844 -
------------------- -------------------
3,747,429 3,508,061
(Increase)/Decrease in
trade and other receivables 2,696,417 (2,613,136)
(Increase)/Decrease in 31,479 -
inventories
Increase/(Decrease) in
trade and other payables 112,480 169,850
------------------- -------------------
2,840,376 (2,443,286)
Cash generated from operations 6,587,805 1,064,775
------------------- -------------------
Income taxes paid (1,588,412) (1,066,430)
Net cash flows from operating
activities 4,999,393 (1,655)
------------------- -------------------
Investing activities
Purchase of property,
plant and equipment (606,176) (184,197)
Purchase of intangibles (92,154) -
Acquisition of subsidiary, (2,490,255) -
net of cash acquired
Sale of property, plant
and equipment 12,548 -
------------------- -------------------
Net cash used in investing
activities (3,176,037) (184,197)
------------------- -------------------
Financing activities
Issue of shares 6,905,405 -
Share issue costs (656,481) -
Loans repaid (39,945) -
Interest paid (32,257) (81,038)
-------------------
Net cash raised from financing
activities 6,176,722 (81,038)
------------------- -------------------
Net increase in cash and
cash equivalents 8,000,078 (266,890)
Cash and cash equivalents
at beginning of period 227,421 494,311
-------------------
Cash and cash equivalents
at end of period 8,227,499 227,421
------------------- -------------------
Cash and cash equivalents
consists:
Cash and cash equivalents 8,227,499 227,421
Bank overdraft - -
-------------------
8,227,499 227,421
------------------- -------------------
Notes
1. The financial information set out herein does not constitute
the Group's statutory accounts for the year ended 31 July 2012 or
the year ended 31 July 2011 within the meaning of section 435 of
the Companies Act 2006, but is derived from those accounts. The
information has been derived from the audited statutory accounts
for each of those years upon which an unqualified audit opinion was
expressed and which did not contain a statement under section 498
(2) or (3) of the Companies Act 2006.
The audited accounts will be posted to all shareholders in due
course and will be available upon request by contacting the Company
Secretary at the Company's registered office.
2. Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRSs"), as adopted
by the European Union (EU).
Utilitywise Plc is incorporated and domiciled in the United
Kingdom.
The financial statements have been prepared on the historical
cost basis as stated in the accounting policies.
3. Segment information
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision maker has been identified as the
management team including the Chief Executive Officer, Chief
Operating Officer and Chief Financial Officer.
During the current year the Group offered both energy
procurement and energy management services. The Board considers
that due to the aggregation criteria in IFRS 8 that the services
offered form one segment for the current year. As the energy
management revenues grow a reassessment of operating segments will
take place.
The Board considers that the Group's project activity
constitutes one operating and one reporting segment, as defined
under IFRS 8. Management reviews the performance of the Group by
reference to total results against budget.
Other information
12 months ended 12 months ended
31 July 2012 31 July 2011
GBP GBP
---------------- ----------------
Revenue arises from:
Provision of services 14,382,806 10,888,744
================ ================
Analysis of concentration
of customers top
3 and other:
Customer 1 3,903,870 3,342,504
Customer 2 3,640,727 2,434,411
Customer 3 3,086,538 1,581,463
Other 3,751,671 3,530,366
14,382,806 10,888,744
================ ================
4. Exceptional items
Exceptional items relate to a one off lease termination fee of
GBP75,000 and GBP316,398 of listing fees incurred on admission to
the AIM. GBP316,398 is considered to be the listing fee value
attributable to shares in issue prior to the AIM listing. Costs
associated with new shares issued on admission have been taken to
the share premium account. Please see the Consolidated Statement of
Changes in Equity. Exceptional items are included in administrative
expenses in the income statement.
5. Earnings per share
Basic loss per share is calculated by dividing the loss
attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the year.
Diluted loss per share is calculated by adjusting the weighted
average number of ordinary shares in issue to assume the conversion
of all potentially dilutive ordinary shares.
The Group has one class of potentially dilutive ordinary shares:
those share options granted to employees where the exercise price
is less than the average market price of the Company's ordinary
shares during the year.
12 months ended 12 months ended
31 July 2012 31 July 2011
GBP GBP
Profit
Profit used in calculating
basic and diluted
profit 2,432,010 2,246,653
Number of shares
Weighted average
number of shares
for the purpose of
basic earnings per
share 51,523,446 10,000
Weighted average
number of shares
for the purpose of
diluted earnings
per share 51,851,390 10,000
6. Acquisition
Utilitywise Plc acquired the entire share capital of Eco
Monitoring Utility Systems Limited on 31 January 2012 for
GBP2,500,000 in order to enhance the service offering provided by
the group.
Goodwill on consolidation has been calculated as follows:
GBP
Amount of consideration 2,500,000
Fair value of net assets acquired:
Tangible fixed
assets 300,549
Stock 130,101
Debtors 781,254
Cash 9,745
Creditors (1,078,609)
------------
143,040
Goodwill (note
11) 2,356,960
------------
Fair value of consideration:
Amounts applied to directors
loan accounts 2,500,000
------------
The goodwill reflects expected synergies from combining the two
businesses.
Since the date of acquisition Eco Monitoring Utility Systems
Limited has generated revenue of GBP101,804 and a profit before tax
of GBP18,334 which is included in the consolidated statement of
comprehensive income.
Assuming Eco Monitoring Utility Systems Limited was acquired at
the beginning of the annual reporting period, group revenue would
be GBP14,623,947 and profit before tax GBP4,242,408.
7. Share capital
12 months 12 months
ended ended
31 July 2012 30 June 2011
Share capital issued
and fully paid
61,425,842 Ordinary
shares of GBP0.001
each 61,426 100
------------- -------------
Ordinary shares carry the right to one vote per share at general
meetings of the Company and the rights to share in any distribution
of profits or returns of capital and to share in any residual
assetsavailable for distribution in the event of a winding up.
During the year ending 31 July 2012 the company capitalised
reserves of GBP49,900 to give a revised share capital of GBP50,000.
Share capital was changed from GBP0.01 to GBP0.001 per share. On 12
June 2012 a further 11,425,842 shares were issued at 60p per share,
which resulted in a share premium of GBP6,844,079 and additions to
share capital of GBP11,426.
8. Post balance sheet events
On 01 October 2012 the group acquired the entire share capital
of Clouds Environmental Consultancy Limited. Clouds is an
independent consultancy specialising in energy management services
which are designed to help clients identify areas of potential
energy and cost savings. The acquisition will provide Utilitywise
with a new base from which to address the South of England, and
further extends its coverage of the UK market. Clouds has a range
of products and services which complement and extend the existing
Utilitywise offerings in the areas of legislative Compliance,
Auditing and Surveying and Feasibility and Design.
The total consideration is for a maximum of GBP985,000 with an
initial GBP600,000 paid on completion, (subject to adjustment on
the basis of completion accounts) with the deferred balance of up
to GBP385,000 payable over the next 12 months, contingent on
certain EBITDA targets being met. The acquisition will be financed
equally from the Group's cash resources and through the issue of
new ordinary shares in Utilitywise Plc. On the date of acquisition
the Utilitywise Plc issued 394,736 new ordinary shares of 0.1p
each.
Acquisition accounting has not yet been finalised and therefore
disclosures around goodwill and net assets acquired have not been
provided.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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