Charles Taylor PLC Acquisition of CEGA Group (1877F)

TIDMCTR

RNS Number : 1877F

Charles Taylor PLC

26 July 2016

Date: 26 July 2016

On behalf of: Charles Taylor plc ("Charles Taylor", the "Group" or the "Company")

Embargoed until: 0700hrs

Charles Taylor plc

Acquisition of CEGA Group for a maximum consideration of GBP29.8 million

Charles Taylor plc announces today that its wholly-owned subsidiary, Charles Taylor Insurance Services Limited, has acquired CEGA Solutions Limited (CEGA Solutions), the holding company of the CEGA Group(1) (CEGA), a specialist provider of technical medical assistance and travel claims management services, for a maximum consideration of GBP29.8 million.

The transaction marks an important step forward in Charles Taylor's strategy to grow by developing new professional service business lines, which are closely-related to its core business, through targeted acquisitions. It forms part of the Group's overall business strategy of delivering growth organically and through investments. The acquisition is Charles Taylor's second significant investment with the proceeds of its rights issue of March 2015 which have now largely been deployed. The Group's first investment was a stake in Fadata, a specialist provider of software solutions to the global insurance industry, which was completed in December 2015.

CEGA is a market-leading provider of medical assistance and travel claims management services to insurers. It provides a high-quality, seamlessly integrated end-to-end service, which combines medical assistance with claims and case management, pre-travel advice, medical screening and corporate travel contingency planning.

CEGA brings additional technical, high value-add services which complement Charles Taylor's existing capabilities. CEGA has long-standing relationships with large, high profile insurers, some of which are new to Charles Taylor, and these offer the opportunity to cross-sell the Group's other professional services. In addition, Charles Taylor's businesses and its major clients use medical assistance services. This means the Group is well-positioned to support CEGA's long-term growth.

CEGA will continue to be run by its current management team. Alistair Hardie, CEGA's CEO, will report to David Marock, Charles Taylor's Group CEO, and will join the Group's Executive Committee. CEGA's clients will continue to be served by their existing teams, and they are expected to benefit from Charles Taylor's financial strength, its operational and technological capabilities, the breadth and depth of its client relationships and its global reach.

Charles Taylor has paid GBP23.8 million on completion, of which GBP0.7 million is in Charles Taylor plc shares, to acquire the equity in CEGA Solutions and to enable CEGA Solutions to repay shareholder loan notes and bank debt. An additional amount of up to GBP6.0 million, of which up to 20% could be in Charles Taylor plc shares and the remainder in cash, is payable as deferred consideration over a period of two years from completion, subject to CEGA achieving stretching performance targets over that period. The initial consideration is also subject to a net debt adjustment. The initial consideration is funded principally from Charles Taylor's existing cash resources raised as part of its rights issue in March 2015. The gross assets of CEGA Holdings Limited were GBP16.3 million, including property assets with net book value of GBP3.7 million, as at December 2015 based on the audited statutory accounts. CEGA achieved, on a proforma basis, revenue for continuing business of GBP30.6 million, adjusted EBITDA of GBP3.3 million(2) and adjusted profit before tax of GBP2.7 million(2) in the year to 31 December 2015. CEGA will be consolidated for 5 months in the Charles Taylor accounts for the year ended December 2016 and will make a contribution to earnings for that period. Accordingly, after expensing transaction costs, the acquisition is expected to be modestly earnings enhancing for the year ended 31 December 2016 and to contribute meaningfully to revenue and profits in subsequent years.

Application will be made for 285,717 ordinary shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). Admission is expected to take place on 29 July 2016. On Admission the ordinary shares will rank pari passu in all respects with the existing ordinary shares in the capital of the Company.

The parties to the transaction were Charles Taylor Insurance Services Limited and the shareholders of CEGA Solutions(3) . Liberum advised Charles Taylor on the transaction.

The acquisition of CEGA Group constitutes Inside Information within the meaning of article 7 of the EU Market Abuse Regulation (MAR).

David Marock, Group Chief Executive Officer, Charles Taylor said: "The acquisition of CEGA opens another exciting chapter in the growth and development of Charles Taylor. CEGA is one of the UK's leading providers of travel assistance services and works closely with major insurers which form an important part of our client base. We expect that the acquisition will enable us to further deepen and develop these important relationships.

"The services of our two businesses are highly complementary and the acquisition adds to the wide range of technical insurance services offered by Charles Taylor. We can see significant opportunities for profitable joint-working. Our client relationships across the global insurance and industrial markets mean that we should be able to support CEGA's continued growth. We will also be able to offer new high-value medical assistance and claims management services to our existing clients."

Alistair Hardie, Chief Executive Officer, CEGA Group, said: "I am delighted that CEGA has become a member of the Charles Taylor Group. CEGA has built a market-leading range of services including international assistance, medical transfers, claims management and pre-travel consultancy. As part of the Charles Taylor Group we will have access to resources, expertise and global networks which should enable us to realise our ambitions to drive growth and develop new markets for our services, and importantly further improve the competitiveness of our core proposition for our existing insurer and corporate clients."

-ENDS-

 
 For further information: 
 Charles Taylor plc 
 David Marock, Group Chief 
  Executive Officer 
 Mike Lord, Group Communications    Via Redleaf Communications 
  Director 
 Redleaf Communications             [e-mail] 
 Charlie Geller 
  Susie Hudson                      020 7382 4730 
 

Notes to editors

Charles Taylor plc is a leading provider of professional services to clients across the global insurance market. The Group has been providing services since 1884 and today employs over 1,300 staff in 69 offices spread across 28 countries in the UK, the Americas, Asia Pacific, Europe, the Middle East and Africa.

The Group offers services, principally on a fee-based model and operates through three businesses - Management, Adjusting and Insurance Support Services. Charles Taylor also owns insurers, creating value through select acquisitions and operational efficiency.

Further information is available at www.ctplc.com

Statements made in this announcement that look forward in time or that express management's beliefs, expectations or estimates regarding future occurrences are "forward-looking statements" within the meaning of the United States federal securities laws. These forward-looking statements reflect the Group's current expectations concerning future events and actual results may differ materially from current expectations or historical results.

(1) The CEGA Group consists of CEGA Holdings Limited and its subsidiaries CEGA Group Services Limited, the main operating subsidiary, and CEGA Air Ambulance UK Limited. These companies are wholly owned subsidiaries of the Group.

(2) The proforma figures are representative of the CEGA Group for the full year ending 31 December 2015. Adjusted EBITDA and PBT exclude discontinued businesses and non-recurring operating costs. CEGA Solutions became the holding company of CEGA on 1 July 2015; the statutory audited accounts therefore only cover a period of six months to 31 December 2015. CEGA Holdings had audited, unadjusted profit before tax for the twelve months to 31 December 2015 of GBP2.1m.

(3) Michael Barcia, Alistair Hardie, Neil Heasman, Warwick Hoddy, Clive Ponsford, Graham Ponsford, Muir Robertson and CEGA Corporate Trustee Limited.

This information is provided by RNS

The company news service from the London Stock Exchange

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July 26, 2016 02:01 ET (06:01 GMT)