TIDMUTW
RNS Number : 9317G
Utilitywise plc
13 June 2013
Utilitywise plc
("Utilitywise" or the "Company")
Proposed Acquisition of Energy Information Centre Limited
("EIC")
Placing of 5,000,000 new Ordinary Shares at a price of 100 pence
per share
Secondary Placing of 17,200,000 existing Ordinary Shares at a
price of 100 pence per share
Notice of General Meeting
Utilitywise (AIM:UTW), a leading independent utility cost
management consultancy, is pleased to announce the proposed
acquisition of Energy Information Centre Limited, a placing of new
ordinary shares of 0.1 pence each ("Ordinary Shares") by finnCap
Limited to raise GBP5 million and a secondary placing of existing
Ordinary Shares by finnCap Limited on behalf of certain directors
and Hub Capital Partners to raise GBP17.2 million at a price of 100
pence ("Placing Price").
Highlights include:
-- Proposed Acquisition of Energy Information Centre Limited
("EIC") for total equity consideration of GBP15.5 million, to be
satisfied by:
Ø GBP10.5 million in cash
Ø GBP5 million in new Utilitywise shares
Ø In addition, Utilitywise will repay EIC's existing mortgage
debt of GBP1.94 million
-- Placing of GBP5 million in new Utilitywise shares to part fund cash consideration
Ø Placing at 100p per share, representing a discount of 6.5% to
the closing mid price as at 12 June 2013, the last practible date
prior to the date of this announcement
-- Consideration represents historic EV/EBITDA* multiple of 6.7x
-- Transaction expected to be earnings enhancing in first full
year post acquisition, namely year to 31 July 2014
-- Adds larger enterprise expertise, increases buying options
for clients and extends product offering
-- Creates one of the largest energy procurement and energy consultancy firms in the UK
* Based on EIC's unaudited management accounts for the year
ended 30 April 2013
Strategic Rationale for the Acquisition:
-- Acquisition provides Utilitywise with a key 'flexible buying' capability
-- EIC's strength in Industrial & Commercial ("I&C")
market complements Utilitywise's leading position in the SME
market(1)
Ø EIC ranked joint 3rd in the I&C market and 6th in the SME
market - independent research conducted by Cornwall Energy
Associates.
Ø Utilitywise ranked 6th in the I&C market and 1st in the
SME market in the same survey
-- Acquisition completes Utilitywise's core product offering
-- Utilitywise's proven IP and I.T. systems expected to enhance
sales focus and assist EIC to maximise its market opportunity
(1) Source: Cornwall Energy Market Research Report, April 2013,
prepared for UTW, based on 2012 figures for UTW and 2011 figures
for competitors
Secondary Placing
In order to satisfy market demand and broaden the shareholder
base of the Company, finnCap have conditionally placed, on behalf
of Geoff Thompson, Adam Thompson and Andrew Richardson and their
connected persons ("the Director Sellers"), and Hub Capital
Partners Limited ("Hub Capital"), 17,200,000 existing Ordinary
Shares ("Sale Shares") at the Placing Price for an aggregate
consideration of GBP17.2 million ("Share Sale"). The Sale Shares
will represent approximately 23.9 per cent. of the Enlarged Share
Capital.
The Share Sale is conditional upon, inter alia, the Resolutions
being passed at the General Meeting and Admission becoming
effective on or before 8.00 a.m. on 3 July 2013 (or such later time
and/or date as the Company and finnCap may agree, but in any event
no later than 8.00 a.m. on 31 July 2013).
Following the Share Sale, the Director Sellers and Richard
Feigen will be interested in a total of 26.2 per cent. of the
Company's enlarged issued share capital at Admission. Hub Capital
will hold no shares following Admission. All Ordinary Shares held
by the Director Sellers subsequent to the Share Sale will be
subject to a lock-in.
Geoff Thompson, CEO of Utilitywise, commented: "The acquisition
of EIC creates an energy procurement and consultancy firm of real
scale and adds further products and expertise to our already
impressive portfolio. EIC's strength lies predominantly in the
larger, Industrial & Commercial segment of the market, an area
which we had identified as a strategic area of growth, which
combined with our market leading position in the SME segment gives
us a strong foothold across the market and an excellent platform
for growth. Utilising our outstanding proprietary IT and business
analysis systems and our combined product range, we believe that we
can identify and target a much greater portion of the I&C
market, maximise the strength of the EIC brand and, thereby, the
return on this investment for our shareholders.
"Since Utilitywise listed on AiM we have carefully added
strategic, complementary offerings to our business through the
acquisitions of Clouds (energy management) and Aqua Veritas (water
consultancy). With the addition of EIC we now have an extremely
compelling portfolio of products and services to meet the diverse
energy needs of clients of all sizes and the expertise to deliver
them. I would like to thank shareholders for their continued
support as we continue to look to the future with great
confidence."
A circular will be sent today to shareholders giving notice of a
general meeting of Utilitywise to be held on 2 July 2013 at 9.00
a.m. at the offices of finnCap Limited, 60 New Broad Street, London
EC2M 1JJ. A copy of the circular can be found on the Company's
website www.utilitywise.com.
Capitalised but undefined terms shall have the meaning given to
them in the definitions appearing at the end of this
announcement.
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)
Newgate Threadneedle 020 7653 9850
Josh Royston /John Coles/ Hilary Millar
About Utilitywise
Utilitywise is a leading independent utility cost management
consultancy based in South Shields, Tyne and Wear. The company has
established trading relationships with a number of major UK energy
suppliers and provides services to its customers designed to assist
them in achieving better value out of their energy contracts,
reduced energy consumption and lower carbon footprint.
Businesses large and small rely on Utilitywise for their energy
management needs. Clients range in size from high street shops to
multinationals with thousands of sites and cover the whole of the
UK. In total, Utilitywise manages over 35,500 energy meters which
have an overall energy consumption of approaching 4 terra watt
hours per annum.
Utilitywise is a UK company quoted on the AIM market of the
London Stock Exchange. For more information, please visit
www.utilitywise.com.
The following text has been extracted from the circular.
1. Introduction
As announced earlier today, the Company has conditionally agreed
to acquire Energy Information Centre Limited for an aggregate
equity consideration of GBP15.5 million, of which GBP10.5 million
will be paid in cash and GBP5 million will be satisfied by the
issue of the Consideration Shares. In addition, the Company
announced that it intends to raise GBP5 million (before expenses)
by way of a placing of 5,000,000 new Ordinary Shares at a price of
100 pence per share. The net proceeds of the Placing (approximately
GBP4.3 million) after expenses will be used to part fund the cash
consideration payable for the Target.
The Placing is conditional, inter alia, on the Directors being
granted the necessary share capital authorities by Shareholders to
allot and issue the Placing Shares and the Consideration Shares and
a General Meeting has therefore been convened (notice of which is
set out at the end of this document) for such purpose. Whilst the
approval of Shareholders of the Acquisition itself is not
necessary, the Acquisition itself cannot be completed without the
Placing being completed.
This document explains the background to, and reasons for, the
Acquisition and the Placing, why the Directors consider the
Acquisition and the Placing to be in the best interests of the
Company and its Shareholders as a whole and why the Directors
recommend that you vote in favour of the Resolutions to be proposed
at the General Meeting, notice of which is set out at the end of
this document.
2. Background to the Acquisition and Placing
It has been the Directors' strategy to complement organic growth
with acquisitions that enhance and broaden the Company's products
and services. Since admission to trading on AIM, the Company has
successfully acquired and integrated two complementary businesses;
the independent energy consultancy Clouds and Aqua Veritas, a
supplier of water consultancy services.
Utilitywise also recently announced the creation of a new
business development and account management function including the
development of a risk management and flexible buying capability,
aiming to promote the Company's risk management and flexible buying
solution as well as its broader energy management services.
Flexible buying is an area in which Utilitywise wishes to increase
the Company's presence, whether organically, via acquisition or
both. EIC will provide Utilitywise with a far greater market
position in this area, along with further complementary products
and services, further details of which can be found in paragraph 3
below.
The Placing will part fund the cash consideration for the
Acquisition. The remainder of the cash consideration will be
financed via a new bank facility with The Royal Bank of Scotland
plc which the Company has entered into, conditional upon, inter
alia, the Placing and the Acquisition.
3. Reasons for the Acquisition
The Directors believe that a combination of Utilitywise and EIC
will be a compelling business proposition in the utility
procurement sector, creating one of the largest energy procurement
and energy consultancy firms in the United Kingdom.
The Acquisition provides Utilitywise with a key risk management
and flexible buying capability and enhances the range of energy
procurement solutions provided by the Group in addition to
complementing the existing consultancy and energy consumption
management service offering. In independent research conducted on
behalf of the Company in April 2013(1) , EIC was ranked joint 3rd
in the industrial and commercial market and 6th in the SME market.
Utilitywise was ranked 6th in the industrial and commercial market
and 1st in the SME market in the same survey. The combination of
the two businesses will allow the Enlarged Group to offer its
services across the range of customer sizes, from small SMEs to
large corporates.
Approximately 43 per cent. of Utilitywise's revenues are derived
from customers spending more than GBP50,000 per annum on gas and
power. Utilitywise has already established a revised business
development and account management function to service these
customers and target new opportunities. The Directors believe that
although EIC's revenues and profits have fallen over the past few
years due to weak sales planning and execution and missed new
business targets, Utilitywise's business development and account
management function will help revive EIC's growth prospects.
Furthermore, the Directors are of the view that the combination of
EIC's service delivery capability and the customer acquisition
skills at Utilitywise will drive growth.
The Acquisition is expected to be earnings enhancing in the
first full financial period post Acquisition.
____________
(1) Report prepared on basis of 2012 figures for Utilitywise and 2011 figures for competitors.
4. Information on EIC
EIC is an energy procurement and consultancy company established
in 1975 and based in Redditch and Bury St Edmunds. It is a leading
provider of an innovative risk management product and other
portfolio energy management products. Unaudited management accounts
for the year ended 30 April 2013 show revenues of GBP6.9 million
and EBITDA of GBP2.6 million. Historic EBITDA margins of
approximately 39 per cent. have been generated by EIC in the past
three years.
EIC offers additional procurement products to Utilitywise's
offering of fixed term contracts for electricity and gas, as well
as other new products and further resource for existing
products.
Additional Procurement Products
-- Portfolio
Provides a group risk managed flexible contract to clients who
do not qualify for such a contract individually. Enables EIC to
offer flexible buying to smaller businesses including the core
Utilitywise SME client base.
-- Risk Management
Offers clients individual flexible contracts operated within a
risk management framework. Suitable for clients with annual energy
costs of GBP3-4 million or more.
-- "Option" Product
Innovative "option" product whereby clients pay a premium at
start of contract to secure an option exercisable at any point
during the contract, allowing a fixed price customer to unfix.
New Procurement Products
-- Market Intelligence
Weekly, monthly and quarterly publications providing advice on
buying and selling utilities for industries, commercial and public
sectors, in addition to pricing information, trends and
commentaries.
-- Bill validation
Validation of historic and current electricity and gas bills for
large companies or organisations.
Additional Resource for Existing Products
-- Carbon Management
On-site energy surveys and investigations to help minimise
carbon emissions as well as consultancy services. This is
complementary to Clouds which offers energy reduction services,
audits and carbon management services.
-- Water Services
Water management services relating to water consumption, site
surveys and water quality monitoring. This builds on the products
offered by Aqua Veritas, namely water bill audits, water
consultancy and multi-utility reporting.
5. Terms of the Acquisition
The Company has entered into the Acquisition Agreement in
relation to the sale and purchase of the entire issued share
capital of the Target. The equity consideration payable for the
Acquisition is GBP15.5 million (subject to certain adjustments as
described below). In addition, Utilitywise will repay EIC's
outstanding mortgage debt of GBP1.94 million.
The consideration payable will be satisfied by the payment by
the Company of a provisional cash amount of GBP10.5 million, which
will be payable to the Vendors on or around Completion and the
allotment of the Consideration Shares to the Vendors at Completion
at an issue price of 100 pence (being equal to the Placing Price).
The Consideration Shares will represent 7 per cent. of the Enlarged
Issued Share Capital immediately after Admission.
The Consideration Shares will rank pari passu in all respects
with the issued Ordinary Shares and as a single class, including
the right to receive all dividends and other distributions
declared, made or paid on or after Completion. The Consideration
Shares will be subject to a lock-in arrangement whereby each of the
Vendors will be restricted from disposing, charging or encumbering
any interest in their Consideration Shares for a period of up to 24
months after Admission, subject to certain exceptions as set out in
the Acquisition Agreement. After 12 months, up to 50 per cent. of
the Consideration Shares held by each Vendor can be disposed of,
charged or encumbered provided always that any such disposal shall
be made using finnCap (or the Company's broker at the time) and
provided further that the relevant Vendor shall enter into an
appropriate orderly market agreement. After the expiry of a period
of 24 months from Admission, the Vendors may dispose of, charge or
otherwise encumber the balance of the Consideration Shares held by
each of them, provided always any such disposal shall be made using
finnCap (or the Company's broker at the time) and provided further
that the relevant Vendor shall enter into an appropriate orderly
market agreement.
The cash consideration payable by the Company to the Vendors at
Completion is subject to a post Completion adjustment (which may
either be upwards or downwards) based on cash free debt free and
working capital adjustments which are contained in the Acquisition
Agreement. The amount of the provisional cash consideration payable
by the Company to the Vendors may not be increased by more than
GBP4,000,000 (taking into account the payment on account referred
to above).
Completion of the Acquisition Agreement is conditional, inter
alia, upon:
1. the Shareholders passing a resolution to authorise the
Directors to allot the Consideration Shares;
2. admission of the Consideration Shares by the London Stock
Exchange to AIM becoming effective;
3. the Placing Agreement having been entered into and having
become unconditional in all respects (other than any condition
relating to the Completion of the Acquisition Agreement or
admission of the Consideration Shares) and not having being
terminated; and
4. the Acquisition Agreement not having been terminated by the
Company prior to Completion in accordance with its terms.
The Company has an obligation under the terms of the Acquisition
Agreement to use all its reasonable endeavours to procure that the
conditions referred to at items 1 to 4 (inclusive) above are
satisfied as soon as practicable following execution of the
Acquisition Agreement, and in any event by 31 July 2013. The
Acquisition Agreement provides that, should the Company fail to
satisfy those conditions, then the Vendors are entitled to receive
a capped amount from the Company in respect of the costs that they
have incurred in connection with the preparation of the Acquisition
Agreement.
The Acquisition Agreement contains warranties and indemnities
(including a tax covenant) from the Vendors in favour of the
Company, which are subject to certain limitations on the Vendors'
liability. Those warranties are given by the Vendors both at
signing of the Acquisition Agreement and shall be repeated
immediately prior to Completion. The Acquisition Agreement also
provides that the Company may terminate the Acquisition Agreement
during the period between signing and Completion in certain
scenarios, for example, if there is a material adverse change in
circumstances which has a negative financial impact on the Target
(and its subsidiary undertakings). Eric Butterfield and Simon
Butterfield (two of the Vendors) will also enter into restrictive
covenants for a period of 3 years following Completion in the case
of Eric Butterfield and 2 years following Completion in the case of
Simon Butterfield.
6. Details of the Additional Director
The Company has entered into a service agreement with Simon
Butterfield under which, subject to Completion, Simon Butterfield
will be appointed a director of the Company. The basic annual
salary payable to Simon Butterfield will be GBP175,000 per annum
which is to be reviewed annually (without any obligation to
increase the basic salary). In addition, Simon Butterfield will be
entitled to certain benefits, including a car allowance, and to
receive a bonus to be determined by the Board. The service
agreement may be terminated by either party giving the other not
less than 12 months' prior written notice and contains provisions
for early termination, without notice, in certain circumstances
including if Simon Butterfield is disqualified or ceases to act as
a director or commits any serious or repeated breach of any
provision of the service agreement. The service agreement also
provides for garden leave and that Simon Butterfield will be
subject to post-termination restrictive covenants for 12 months
following termination of his employment.
Upon Completion, Simon Butterfield will be allotted 2,325,000
Consideration Shares, which will represent 3.2 per cent. of the
Enlarged Issued Share Capital immediately after Admission.
7. Details of the Placing
The Company has conditionally raised GBP5 million (before
commission and expenses) through the proposed issue of the Placing
Shares at the Placing Price, which represents a discount of
approximately 6.5 per cent. to the middle market closing price of
107 pence per Ordinary Share on 12 June 2013, being the last
practicable date prior to the publication of this document. The
Placing Shares will represent approximately 7 per cent. of the
Enlarged Share Capital
The Placing is conditional upon, inter alia, the Resolutions
being passed at the General Meeting and Admission becoming
effective on or before 8.00 a.m. on 3 July 2013 (or such later time
and/or date as the Company and finnCap may agree, but in any event
no later than 8.00 a.m. on 31 July 2013).
Under the terms of the Placing Agreement, finnCap has agreed to
act as agent for the Company and the Director Sellers and has
agreed to use its reasonable endeavours to procure placees for the
Placing Shares and purchasers of the Sale Shares held by the
Director Sellers (and certain of their connected persons) at the
Placing Price. To the extent that Placees and/or purchasers of the
Sale Shares are not procured, finnCap is not obliged to acquire any
Placing Shares or Sale Shares held by Director Sellers (and certain
of their connected persons). In addition to its obligations under
the Placing Agreement, finnCap has agreed to act as agent for Hub
Capital and has agreed to use its reasonable endeavours to procure
placees for the Sale Shares held by Hub Capital at the Placing
Price. The sale of the Share Shares held by Hub Capital is
conditional, inter alia, on the Placing Agreement becoming
unconditional and not being terminated.
The Placing Agreement contains provisions entitling finnCap to
terminate the Placing and the Share Sale prior to Admission in
certain circumstances. The Placing Agreement contains warranties
and indemnities given by the Company and warranties given by the
Director Sellers in favour of finnCap which are customary in
nature.
8. Details of the Share Sale
The Selling Shareholders have conditionally agreed to sell
17,200,000 Sale Shares at the Placing Price for an aggregate
consideration of GBP17.2 million. The Sale Shares will represent
approximately 23.9 per cent. of the Enlarged Share Capital.
The sale of the Sale Shares held by the Selling Shareholders is
conditional upon, inter alia, the Resolutions being passed at the
General Meeting and Admission becoming effective on or before 8.00
a.m. on 3 July 2013 (or such later time and/or date as the Company
and finnCap may agree, but in any event no later than 8.00 a.m. on
31 July 2013).
Following the Share Sale, the Director Sellers and Richard
Feigen will be interested in a total of 26.2 per cent. of the
Company's issued share capital.
The Director Sellers have each undertaken not to sell, transfer
or dispose of any Ordinary Shares, held by him at Admission, for a
period of 12 months following Admission. In addition, they have
each agreed that for a further 12 months any sale of Ordinary
Shares will be effected through finnCap (with a view to ensuring an
orderly market in such shares). In each case these restrictions are
subject to certain exceptions including any sale or disposal with
the prior consent of the Company and finnCap. At Admission, these
restrictions will apply in respect of 18,822,720 Ordinary Shares
representing 26.2 per cent. of the Enlarged Share Capital.
Shareholder As at the date of this As at Admission
document
------------------- ---------------------------------- ----------------------------------
Number of % of issued Number of % of Enlarged
Ordinary Shares share capital Ordinary Shares Share Capital
------------------- ----------------- --------------- ----------------- ---------------
Geoff Thompson* 25,130,524 40.7 13,468,101 18.7
------------------- ----------------- --------------- ----------------- ---------------
Adam Thompson 7,180,150 11.6 3,764,544 5.2
------------------- ----------------- --------------- ----------------- ---------------
Andrew Richardson 3,590,075 5.8 1,590,075 2.2
------------------- ----------------- --------------- ----------------- ---------------
Richard Feigen** 188,638 0.3 66,667 0.1
------------------- ----------------- --------------- ----------------- ---------------
Total 36,089,387 58.4 18,889,387 26.2
------------------- ----------------- --------------- ----------------- ---------------
* Includes 5,000,000 Ordinary Shares held at the date of this
document by Andrea Thompson. As at Admission, Andrea Thompson will
hold no Ordinary Shares.
** Includes 121,971 Ordinary Shares held by Hub Capital as at
the date of this document which are being sold, subject to the
conditions outlined above, on behalf of Hub Capital. The remaining
66,667 Ordinary Shares are held by Richard Feigen
9. Banking Facility Agreement
The Company has entered into a Banking Facility Agreement with
RBS to provide, in part, funding for the Acquisition and for
general working capital purposes. Under the terms of the Banking
Facility Agreement, and subject to satisfying certain customary
conditions precedent prior to Completion, RBS shall provide to the
Company two revolving credit facilities totalling GBP10 million, in
each case for a term of four years, attracting annual interest at a
rate of 1.75% above LIBOR and, where relevant, a non-utilisation
fee of 0.7% per annum. The Banking Facility Agreement contains
certain financial covenants, to be tested quarterly. The Company
has agreed to make payments of GBP1 million per annum in respect of
the first facility, with the balance of both facilities repayable
on termination.
10. Settlement and Dealings
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission of the Placing Shares and the Consideration Shares
will occur at 8.00 a.m. on 3 July 2013.
The Placing Shares and the Consideration Shares will rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid on the Existing Ordinary Shares on or after
Admission.
11. Current Trading and Prospects
Utilitywise's results for the six months to 31 January 2013
demonstrated the Company's continued ability to scale the business
model and the important differentiation achieved through the
on-going development of its energy management products and
services. Since the announcement of its interim results, the
Company has continued to progress and the Directors are confident
in meeting full year expectations. Furthermore, Utilitywise's
visibility over future revenue can be demonstrated by the increase
in the value of contracts secured but not yet live, from GBP8.5
million as at 31 January 2013 to GBP12.9 million as at 31 May
2013.
12. Irrevocable Undertakings
Geoff Thompson, Adam Thompson, Andrew Richardson, Richard Feigen
and Paul Hailes and their connected parties have irrevocably
undertaken to vote in favour of the Resolutions at the General
Meeting in respect of an aggregate 36,122,721 Ordinary Shares,
representing approximately 58.4 per cent. of the voting rights
exercisable in respect of Existing Ordinary Shares.
13. General Meeting
A notice convening the General Meeting to be held at the offices
of finnCap Limited, 60 New Broad Street, London EC2M 1JJ at 9.00
a.m. on 2 July 2013 is set out at the end of this document. At the
General Meeting, the Resolutions will be proposed. A summary of the
Resolutions is set out below:
In Resolution 1, the Directors are seeking shareholder approval
to allot up to an additional 10,037,500 new Ordinary Shares
pursuant to the Placing and the Consideration Shares pursuant to
the Acquisition Agreement. The Placing Shares and Consideration
Shares will amount to approximately 14.0 per cent. of the Enlarged
Share Capital. This approval is in addition to the authority given
to the Directors at the Company's General Meeting on 2 July 2012 to
allot relevant securities up to an aggregate nominal amount of
GBP10,037.50 (and not in substitution for such authority). The
authority sought to be given to the Directors, pursuant to
Resolution 1, to allot shares in the capital of the Company
requires an ordinary resolution of the Shareholders at a general
meeting under section 551 of the Act. This authority will expire on
31 July 2013. This amounts to 16.2 per cent. of the existing issued
share capital and 14 per cent. of Enlarged Share Capital
immediately after Admission.
In Resolution 2, the Directors are seeking shareholder approval
under section 570 of the Act to allot for cash up to 5,000,000 new
Ordinary Shares in accordance with the Placing without being
required first to offer such securities to Shareholders in
accordance with the statutory pre-emption rights set out in section
561 of the Act. This authority will also expire on 31 July 2013.
The statutory pre-emption rights set out in section 561 of the Act
do not apply to the allotment of the Consideration Shares on the
basis that the shares are being allotted for non-cash
consideration.
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"Acquisition" the proposed acquisition of the
entire share capital of the Target
"Acquisition Agreement" the sale and purchase agreement
dated 12 June 2013 entered into
between the Vendors and the Company
relating to the Acquisition
"Act" the Companies Act 2006 (as amended)
"Admission" the admission of the Placing Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange, as
in force at the date of this document
"Aqua Veritas" Aqua Veritas Consulting Limited
"Banking Facility Agreement" the agreement dated 12 June 2013
entered into between (1) the Company
and (2) RBS in connection with the
provision by RBS of two new revolving
credit facilities to the Company
"Clouds" Clouds Environmental Consultancy
Limited
"Company" or "Utilitywise" Utilitywise plc (registered company
number 5849580) whose registered
office address is Utilitywise House,
30-31 Long Row, South Shields, Tyne
and Wear, NE33 1JA
"Completion" completion of the Acquisition in
accordance with the terms of the
Acquisition Agreement
"Consideration Shares" 5,037,500 new Ordinary Shares to
be issued to the Vendors as part
consideration for their shares in
the Target pursuant to the terms
of the Acquisition Agreement
"CREST" the Relevant System for the paperless
settlement of share transfers and
the holding of shares in uncertified
form in respect of which Euroclear
is the Operator (as defined by the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (as amended) (SI 2001/3755)
"Director Sellers" Geoff Thompson, Adam Thompson and
Andrew Richardson
"Directors" or the "Board" the board of directors of the Company
"EIC" or the "Target" Energy Information Centre Limited
"Enlarged Group" the Group, as enlarged by the Acquisition,
immediately following Admission
"Enlarged Issued Share Capital" the issued ordinary share capital
of the Company as enlarged by the
Placing Shares and the issue of
the Consideration Shares
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST
"Existing Ordinary Shares" 61,820,578 Ordinary Shares, comprising
those in issue as at the date of
this document
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy attached to this
document for use by Shareholders
in relation to the General Meeting
"General Meeting" the general meeting of the Company
convened for 9.00 a.m. on 2 July
2013, notice of which is set out
at the end of this document
"Group" the Company and its subsidiary undertakings
"Hub Capital" Hub Capital Partners Limited
"LIBOR" London Inter Bank Overnight Rate
from time to time
"London Stock Exchange" London Stock Exchange plc
"Notice of General Meeting" the notice convening the General
Meeting set out at the end of this
document
"Ordinary Shares" ordinary shares of 0.1 pence each
in the Company
"Placees" the subscribers for Placing Shares
pursuant to the Placing
"Placing" the proposed conditional placing
of the Placing Shares by finnCap
as agent for and on behalf of the
Company at the Placing Price on
the terms of the Placing Agreement
"Placing Agreement" the agreement dated 12 June 2013
entered into between (1) the Company,
(2) the Director Sellers and (3)
finnCap in connection with the Placing
"Placing Price" 100 pence per Placing Share
"Placing Shares" the 5,000,000 new Ordinary Shares
to be issued to placees pursuant
to the Placing
"RBS" Royal Bank of Scotland plc
"Resolutions" the resolutions set out in the Notice
of General Meeting
"Selling Shareholders" the Director Sellers and certain
of their connected persons and Hub
Capital
"Sale Shares" 17,200,000 of the Existing Ordinary
Shares proposed to be sold on behalf
of the Selling Shareholders
"Share Sale" the sale of the Sale Shares
"Shareholders" holders of Ordinary Shares
"US" or "USA" or "United States the United States of America, each
of America' state thereof, its territories and
possessions, and all areas subject
to its jurisdiction
"Vendors" Eric Butterfield, Simon Butterfield
and Valerie Butterfield
All references in this document to "GBP" or "p" are to the
lawful currency of the United Kingdom.
EXPECTED TIMETABLE OF PRINCIPLE EVENTS
Date of this document and posting of the 13 June 2013
Circular
Latest time and date for receipt of Form 9.00 a.m. on 28
of Proxy June 2013
General Meeting 9.00 a.m. on 2 July
2013
Admission of the Placing Shares and Consideration 8.00 a.m. on 3 July
Shares to trading on AIM to commence 2013
Completion of the Acquisition 3 July 2013
CREST accounts to be credited in respect 3 July 2013
of the Placing Shares and the Sale Shares
in uncertificated form
Posting of share certificates for Placing By 31 July 2013
Shares and Sale Shares in certificated form
PLACING STATISTICS
Placing Price 100 pence
Number of Existing Ordinary Shares 61,820,578
Number of Placing Shares 5,000,000
Number of Consideration Shares 5,037,500
Estimated Net Proceeds of the Placing receivable by the GBP4.3 million
Company
Number of Ordinary Shares in issue immediately following
Admission of the Placing Shares and the issue of the Consideration
Shares 71,858,078
Aggregate number of Placing Shares expressed as a percentage 7.0 per cent.
of the Enlarged Share Capital immediately following Admission
and the issue of the Consideration Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQFTMRTMBIBBTJ
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