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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Mortice Limited | LSE:MORT | London | Ordinary Share | SG9999005326 | ORD NPV (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 14.00 | 13.00 | 15.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMMORT
RNS Number : 5707X
Mortice Limited
27 November 2017
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR)
Mortice Limited
("Mortice", the "Group" or the "Company")
Results for the Half Year ended 30 September 2017
Mortice Limited (AIM: MORT), the AIM listed security and facilities management company, announces its unaudited results for the half year ended 30 September 2017.
Financial results highlights:
-- Revenues from operations grew by 16.6% to $106.3 m (HY 2016: $91.2m)
o Man Guarding business increased by 15.5% to $56.0m (HY 2016: $48.5m)
-- Contributing 53% of group revenues
o Facilities Management business revenue grew 17.6% to $50.0m (HY 2016: $42.5m)
-- Contributing 47% of group revenues
o 14.6% ($8.4m) growth from Indian Operations
o 19.8% ($6.7m) growth from the Tenon FM UK and Frontline
-- Tenon FM UK- Revenue $35.5m (HY 2016: $28.8m)
-- Frontline - Revenue $5.0m (HY 2016: $5m)
o Revenue MIX current year first half
-- India - 62%
-- UK - 33%
-- Singapore - 5%
-- Adjusted EBITDA* marginally down 4% to $4.8m (HY 2016: $5.0m), primarily reflecting cost pressures on a specific contract that have now been resolved
-- Adjusted profit before taxation* down 15.4% to $2.2m (HY 2016: $2.6m) -- Net debt of $17.6m (FY 2017: $13.5m)
*HY2016 Adjusted EBITDA and profit before tax excludes $0.5m of gains from financial liabilities measured at fair value
Operational highlights:
More than 150 new clients have been added, some of these are:
Carr Hill High School, CBRE, Cottam High School, Crescent, University of Wolverhampton, Matrix Academy Trust, Princess Royal Community Hospital, Royal College of Music, Twitter, University of Warwick, PepsiCo, Bharat Oman Refineries, HPCL-Mittal Energy, Infosys, RSPL Ltd., American Tower Corporation, Lanco, Tech Mahindra, Tata Power, MOODY'S, Lemon Tree, Amazon, I-gate, Titan Industries Ltd, Suzuki Motorcycles, B-38 Group, Gurukul kangari Vishvidyalaya etc.
-- Strengthened its UK operations via the GBP4.5 million acquisition of Elite, acquired in April 2017, which won contracts with Surrey and Sussex Police and BMW adding GBP2.25m of annual revenues.
Post Period End:
-- Share buyback of GBP2.3 m has been completed
-- Share release 500,000 new ordinary shares of no par value to the O&G vendors as part of the obligations under SPA
Major Manjit Rajain, Executive Chairman of Mortice Limited, said:
"The Company has demonstrated once again its ability to integrate the businesses and drive the growth across the geography and business segments. The Group is investing heavily on technology via ERP, mobility solution, to drive internal efficiency and productivity as well as scale up its businesses.
The GST Implementation in the country provides a significant edge to the Company to scale up in a fastest growing economy in the world.
The Company remains on track to meet market expectations for full year ending 31 March 2018."
Mortice Limited www.morticegroup.com Manjit Rajain, Executive Tel: +91 981 800 0011 Chairman finnCap Ltd Tel: 020 7220 0500 Adrian Hargrave / Giles Rolls / Alex Price (Corporate Finance) Tony Quirke (Corporate Broking)
About Mortice Limited
Mortice (AIM: MORT), is an AIM listed security and facilities management company, incorporated in Singapore and based in India with additional operations in Singapore and the UK.
Mortice operates under two brands, in India:
-- Peregrine - provision of guarding and security services to a wide range of clients from blue-chip companies, smaller businesses, commercial and private properties, and individuals.
-- Tenon - provision of a full range of facilities management services to corporate occupiers, owners and developers of real estate. Clients include some of the world's most respected blue chip and home-grown companies. Within the Tenon group, Mortice also offers security surveillance services through its subsidiary Soteria and mechanical and engineering services via Roto Power
The business is growing and profitable and is focused on expanding its geographical footprint and growing through targeted acquisitions, as well as organically.
In 2015 the Company established Tenon UK and through this wholly owned subsidiary, acquired UK based Office & General Group Limited (O&G"), an independent property service company specialising in cleaning and providing support services such as environmental solutions and built fabric maintenance in the UK and Elite cleaning and environmental service Ltd providing facility management services based out of Manchester (UK) in April, 2017. In addition, the Company acquired a 51% majority stake in Singapore-based security company Frontline Security Pte. Ltd, and has an option to acquire an additional 25% within three years.
The unaudited interim financial statements will be available on the Company's website: www.morticegroup.com.
Unaudited Condensed Consolidated statement of financial position
Hot Features
Premium
(All amounts in United States Dollars, unless otherwise
stated) As at As at As at
---------------------
30 September 30 September 31 March
2017 2016 2017
(Unaudited) (Unaudited) (Audited)
--------------------- -------------- -------------- -----------
Assets
Non-current
Goodwill 10,608,622 10,581,058 9,720,662
Other intangible
assets 9,207,201 7,206,711 6,411,934
Property, plant
and equipment 4,304,131 3,789,481 3,563,495
Long-term financial
assets 1,464,711 1,207,497 1,337,279
Deferred tax
assets 2,581,304 2,077,514 2,598,885
Other non-current
assets 281,143 271,896 283,396
--------------------- -------------- -------------- -----------
Non-current
assets 28,447,112 25,134,157 23,915,651
--------------------- -------------- -------------- -----------
Current
Inventories 675,330 462,137 438,262
Trade and other
receivables 50,057,891 38,647,697 41,088,797
Current tax
assets 3,588,073 2,845,682 3,188,355
Cash and cash
equivalents 3,159,591 2,800,059 3,559,410
Current assets 57,480,885 44,755,575 48,274,824
--------------------- -------------- -------------- -----------
Total assets 85,927,997 69,889,732 72,190,475
===================== ============== ============== ===========
Equity and
liabilities
Equity
Share capital 17,358,536 13,068,612 15,740,501
Reserves 4,396,503 2,343,349 3,825,281
--------------------- -------------- -------------- -----------
21,755,039 15,411,961 19,565,782
Non-controlling
interests 3,211,024 2,457,385 2,706,558
--------------------- -------------- -------------- -----------
Total equity 24,966,063 17,869,346 22,272,340
===================== ============== ============== ===========
Liabilities
Non-current
Employee benefit
obligations 1,883,625 1,648,927 1,965,728
Deferred tax
liability 1,173,312 1,533,965 1,308,997
Borrowings 4,422,899 5,119,845 3,684,822
Non-current
liabilities 7,479,836 8,302,737 6,959,547
--------------------- -------------- -------------- -----------
Current
Trade and other
payables 36,900,039 30,871,355 28,866,402
Employee benefit
obligations 694,183 524,132 750,108
Borrowings 15,887,876 12,322,162 13,342,078
Current liabilities 53,482,098 43,717,649 42,958,588
--------------------- -------------- -------------- -----------
Total liabilities 60,961,934 52,020,386 49,918,135
Total equity
and liabilities 85,927,997 69,889,732 72,190,475
===================== ============== ============== ===========
Unaudited condensed consolidated statement of profit or loss and other comprehensive income
(All amounts in United States Dollars, unless otherwise stated
Six months Six months
ended ended
30 September 30 September
2017 2016
(Unaudited) (Unaudited)
-------------------------------------- ------------------------------------------- -----------------------
Income
Service revenue 106,315,772 91,184,497
Gains from financial liabilities
measured at fair value through
profit or loss - 489,228
Other income 822,231 241,791
-------------------------------------- ------------------------------------------- -----------------------
Total income 107,138,003 91,915,516
Expenses
Staff and related costs 92,137,446 77,978,675
Materials consumed 4,629,749 4,123,289
Other operating expenses 5,272,426 4,278,391
Depreciation and amortization 1,468,162 1,145,196
Loss from financial liabilities
measured at fair value through
profit or loss 283,881
Finance costs 1,132,477 1,315,918
-------------------------------------- ------------------------------------------- -----------------------
Total expenses 104,924,141 88,841,469
Profit before taxation 2,213,862 3,074,047
Tax expense 898,200 1,160,755
-------------------------------------- ------------------------------------------- -----------------------
Profit for the period 1,315,662 1,913,292
Other comprehensive income:
Items that will be reclassified
subsequently to profit or
loss
Exchange difference on translating
foreign operations 472,644 (156,326)
-------------------------------------- ------------------------------------------- -----------------------
Total comprehensive income
for the year net of tax 1,788,306 1,756,966
-------------------------------------- ------------------------------------------- -----------------------
Profit for the period attributable
to:
- Owners of the parent 1,025,376 1,478,826
- Non-controlling interest 290,286 434,466
-------------------------------------- ------------------------------------------- -----------------------
1,315,662 1,913,292
-------------------------------------- ------------------------------------------- -----------------------
Total comprehensive income
attributable to:
- Owners of the parent 1,283,838 1,208,189
- Non-controlling interest 504,468 548,777
-------------------------------------- ------------------------------------------- -----------------------
1,788,306 1,756,966
-------------------------------------- ------------------------------------------- -----------------------
Earnings per share: Basic
and diluted 0.02 0.03
-------------------------------------- ------------------------------------------- -----------------------
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
Unaudited condensed consolidated statement of changes in equity
(All amounts in United States Dollars, unless otherwise stated)
Equity Capital Exchange Retained Total Non-controlling Total equity
translation earnings attributable interest
reserve to owners of
the parent
---------------- --------------- --------------- ---------------- --------------- ---------------- -------------
Balance as at 1
April 2017 15,740,501 (3,478,417) 7,303,698 19,565,782 2,706,557 22,272,339
Issue of share
capital 1,618,035 1,618,035 1,618,035
Dividend paid (712,618) (712,618) (712,618)
Profit for the
period - - 1,025,376 1,025,376 290,286 1,315,662
Other
comprehensive
income:
-Exchange
differences on
translating
foreign
operations - 258,462 - 258,462 214,182 472,644
Total
comprehensive
income for the
period - 258,462 1,025,376 1,283,838 504,468 1,788,305
---------------- --------------- --------------- ---------------- --------------- ---------------- -------------
Balance as at
30 September
2017 17,358,536 (3,219,955) 7,616,456 21,755,039 3,211,024 24,966,063
---------------- --------------- --------------- ---------------- --------------- ---------------- -------------
Balance as at 1
April 2016 13,068,612 (3,598,396) 4,733,556 14,203,772 1,908,608 16,112,380
Profit for the
period - - 1,478,826 1,478,826 434,466 1,913,292
Other
comprehensive
income:
-Exchange
differences on
translating
foreign
operations - (270,637) - (270,637) 114,311 (156,326)
Total
comprehensive
income for the
period - (270,637) 1,478,826 1,208,189 548,777 1,756,966
---------------- --------------- --------------- ---------------- --------------- ---------------- -------------
Balance as at
30 September
2016 13,068,612 (3,869,033) 6,212,382 15,411,961 2,457,385 17,869,346
---------------- --------------- --------------- ---------------- --------------- ---------------- -------------
Unaudited condensed consolidated statements of cash flows
(All amounts in United States Dollars, unless otherwise stated)
Six months Six months
ended ended
30 September 30 September
2017 2016
(Unaudited) (Unaudited)
------------------------------------ --------------------- ---------------------
(A) Cash flow from operating
activities
Profit before taxation 2,213,862 3,074,047
Adjustments for:
Depreciation and amortization 1,468,162 1,145,196
Finance cost 1,132,477 1,315,919
Finance income (216,518) (24,486)
(Loss)/gains from financial
liabilities measured at fair
value through profit or loss 283,881 (489,228)
Impairment of trade receivables 193,102 164,906
Other adjustments 4,497 10,067
--------------------- ---------------------
Operating profit before working
capital changes (Current
and non- current) 5,079,463 5,196,421
Increase in trade and other
receivables (5,761,040) (3,316,202)
(Increase)/decrease in inventories (165,460) (62,134)
Increase in trade and other
payables 3,950,851 954,966
------------------------------------ --------------------- ---------------------
Cash generated from operations 3,103,814 2,773,051
Income tax paid (1,122,530) (527,394)
Net cash generated from operating
activities 1,981,284 2,245,657
------------------------------------ --------------------- ---------------------
(B) Cash flow from investing
activities
Acquisition of plant, property
and equipment (633,055) (904,083)
Withdrawal/(purchase) of
fixed deposits - (355,719)
Purchase consideration paid (4,979,899) -
on business acquisition
Acquisition of other intangible
assets - (8,257)
Deposit for purchase of property - (11,868)
Proceeds from sale of plant,
property and equipment 25,112 5,731
Interest received 521,557 14,371
------------------------------------ --------------------- ---------------------
Net cash used in investing
activities (5,066,285) (1,259,825)
------------------------------------ --------------------- --------------------- (C) Cash flows from financing activities Dividend Paid (712,618) Repayment of finance lease obligation (520,864) (1,001,300) Proceeds from Long term borrowings 325,050 Movement in short term borrowings (net) 3,669,590 2,180,218 Interest expenses (1,662,228) (1,366,561) Net cash generated from financing activities 773,880 137,407 ------------------------------------ --------------------- --------------------- Net increase/ (decrease) in cash and cash equivalents (2,311,121) 1,123,239 Cash and cash equivalents at the beginning of the period 3,539,846 1,610,019 Cash on account of business 1,914,977 - acquisition Effect of change in exchange rate on cash and cash equivalents 15,889 66,801 ------------------------------------ --------------------- --------------------- Cash and cash equivalents at the end of the period 3,159,591 2,800,059 ------------------------------------ --------------------- ---------------------
Notes to unaudited condensed consolidated interim financial statements
1. Introduction
Mortice Limited ('the Company' or 'Mortice') was incorporated on 9 January 2008 as a public limited Company in the Republic of Singapore. The Company's registered office is situated at 36 Robinson Road, #17-01 City House, Singapore 068877.
The Company was listed on the Alternative Investment Market (AIM) of the London Stock Exchange on 15 May 2008. The Company together with its subsidiaries (hereinafter, together referred to as 'the Group') is engaged in providing services such as guarding services, facilities management services, mechanical and engineering maintenance services, installation of safety equipment and sale of such equipment. The Group's operations are spread across India, UK and Singapore. The various entities comprising the Group have been defined below.
Name of subsidiaries Country Effective
of incorporation group shareholding
(%)
Held by Mortice Limited
Tenon Facility Management India
Private Limited
(formally Tenon Property Services
Private Limited) India 99.48
Tenon Facility Management UK
Limited United Kingdom 100
Tenon Facility Management Singapore
Pte Limited Singapore 100
Tenon Property Services Lanka
Private Limited Sri Lanka 100
Held by Tenon Facility Management
India Private Limited
(formally Tenon Property Services
Private Limited)
Peregrine Guarding Private
Limited ('PGPL') India 100
Tenon Support Services Private
Limited ('Tenon Support') India 100
Tenon Project Services Private
Limited ('Tenon Project') India 100
Roto Power Projects Private
Limited ('Roto') India 99.95
Soteria Command Centre Private
Limited ('Soteria') India 100
Held by Tenon Facility Management
UK Limited
Office and General Group Limited
(O&G) United Kingdom 100
Elite Cleaning & Environmental United
services Limited Kingdom 100
Held by Tenon Facility Management
Singapore Pte Limited
Frontline Securities Pte Limited Singapore 51
These unaudited condensed consolidated financial statements were approved by the Board on 24th November 2017.
The immediate and ultimate holding company is Mancom Singapore PTE ltd, a company incorporated in Singapore. (In the previous year Mancom Holding Limited was the Ultimate holding company)
2. Basis of preparation
These condensed consolidated interim financial statements for the six months period ended 30 September 2017 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union (EU), on a going concern basis. They do not include all of the information required in annual financial statements in accordance with IFRS, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 March 2017.
The functional currency of the entities within the Group (other than the subsidiaries in Singapore & United Kingdom) is Indian Rupees ('INR'). The functional currency of subsidiary in Singapore is SGD & in United Kingdom is GBP. The Company has a functional currency of United States Dollars ('US$'). The group's management has chosen to present the consolidated financial statement in US$, the functional currency of the Company.
All inter-company transactions and balances are eliminated on consolidation and the unaudited condensed consolidated interim financial statements reflect external transactions only. The accounting periods of the subsidiaries are coterminous with that of the Company.
3. Significant accounting policies
The interim financial statements have been prepared in accordance with the accounting policies adopted in the Group's most recent annual financial statements for the year ended 31 March 2017.
4. Estimates
When preparing the interim financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results.
The judgments, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty were the same as those applied in the Group's most recent annual financial statements for the year ended 31 March 2017.
5. Segment reporting
The Group has reported segment results based on internal management reporting information that is regularly reviewed by the Group's Chief Executive Officer and Chairman. Chief Executive Officer and Chairman have concluded that the operating segment disclosure should be based on service offered by Group.
The reportable segments identified by the group are: guarding services and facility management services.
The revenue and profit generated by each of Group's business segments are summarized as follows:
1 April 2017 to 30 September 2017
------------------------------------------------------------------------------
Guarding Facility Others Total
Management
------------------------- ----------- ------------ ---------- ------------
Revenue
From external customers 55,980,052 50,092,089 243,631 106,315,772
Segment operating
profit 2,156,117 431,030 (107,950) 2,479,197
Total Segment assets 35,072,909 26,149,516 857,527 62,079,952
Segment liabilities 27,585,422 22,999,939 2,103,240 52,688,601
------------------------- ----------- ------------ ---------- ------------
1 April 2016 to 30 September 2016
-----------------------------------------------------------------------------
Guarding Facility Others Total
Management
------------------------- ----------- ------------ ---------- -----------
Revenue
From external customers 48,475,849 42,533,777 174,871 91,184,497
Segment operating
profit 2,348,944 601,681 (23,716) 2,926,908
Total Segment assets 31,889,726 16,433,119 916,603 49,239,448
Segment liabilities 23,583,005 17,581,664 1,726,675 42,891,344
------------------------- ----------- ------------ ---------- -----------
The totals presented for the Group's operating segments reconciliation to the Group's key financial
September 2017 September 2016
Segment assets 62,079,952 49,239,448
Reconciling items:
Other assets unallocated 23,848,045 20,650,284
------------------------------- --------------- ---------------
Total assets 85,927,997 69,889,732
------------------------------- --------------- ---------------
Segment liabilities 52,688,602 42,891,344
Reconciling items:
Other liabilities unallocated 8,273,332 9,129,042
------------------------------- --------------- ---------------
Total liabilities 60,961,934 52,020,386
------------------------------- --------------- ---------------
Six months
ended Six months ended
30 September
2017 30 September 2016
Segment operating profit
before tax 2,479,197 2,926,908
Reconciling items:
Other income not allocated 538,350 731,019
Other expense not allocated (Mortice Limited) (803,685) (583,880) Profit before tax 2,213,862 3,074,047
6. Property, plant and equipment - The acquisitions of property, plant and equipment, for the six months ended 30 September 2017 are US$ 633,055 (six months ended 30 September 2016: US$ 894,682 and for the twelve months ended 31 March 2017 are US$ 1,399,786 excluding property, plant and equipment acquired under business combination).
7. Earning per share
Both basic and diluted earnings per share have been calculated using the profit or loss attributable to shareholders of Mortice Limited as the numerator. Calculation of basic and diluted profit per share is as follows:
Six months Six months
ended 30 ended 30
September September
2017 2016
----------------------------- ----------- -----------
Earnings attributable
to equity holders (US$) 1,025,376 1,478,826
Weighted average number
of ordinary shares
outstanding for basic
& diluted earnings
per share 55,060,401 50,700,001
----------------------------- ----------- -----------
Basic and diluted earnings
per share (US$) 0.02 0.03
----------------------------- ----------- -----------
-*rounded off to two
decimal places.
8. Related Party Transactions
A. Related party relationship
Disclosure of Related parties and relationship between the parties:
Ultimate Holding Company Mancom Singapore PTE Ltd
Entities on which KMP exercise significant influence: Peregrine Security Private Limited
(Where transaction occurred) Micro Azure Computers Private Limited
Key Management Personnel Manjit Rajain
(KMPs)
Rajan Oberoi
Sangram Dhar
Relative of Key Management Angad Rajain, Anuj Rajain
Personnel
Significant related party transactions, other than those disclosed elsewhere in the financial statements, are as follows
Transaction with key management: September
Particulars 2017 2016
US$ US$
Remuneration
Short-term benefits 392,708 336,839
Post - employment benefits 21,040 17,497
============================ ======== ==========
The outstanding balances payable to related parties under the category of key management as at 30 September 2017 and 30 September 2016 are US$ 5,508 and US$ 51,119 respectively.
2017 2016
The Group US$ US$
Key management personnel and their
relatives
Office rental paid to key management
personnel 132,101 127,022
Advance rent paid to key management
personnel - 59,131
Deposits given to key management
personnel 64,264 63,007
Sponsorship fees paid to relative
of key management personnel - 52,768
Loan given/(taken) to key management
personnel - 19,611
Receivable from key management
personnel 64,264 63,007
Entities over which key management
are able to exercise control:
Deposits given to related party 18,262 -
Operating expenses paid on behalf
of related party - 33,694
Recovery of advances from related
party 5,709 18,037
Office rental paid to related
party 18,641 57,366
Commission paid to related party 17,865 17,178
Receivable from related party 18,262 1,60,498
9. Financial Instruments
(Financials assets and liabilities measured at amortised cost)
Fair values
The carrying amount of financial assets and liabilities with a maturity of less than one year is assumed to approximate their fair values.
However, the Group and the Company do not anticipate that the carrying amounts recorded at financial position date would be significantly different from the values that would eventually be received or settled.
The carrying amounts of assets and liabilities presented in the statement of financial position relate to the following categories of assets and liabilities:
September
2017 2016
US$ US$
Non-current assets
Loans and receivables
Restricted cash 1,464,711 1,207,497
Current assets
Loans and receivables
Trade and other receivables 37,802,309 31,350,646
Related party receivables - 148,602
Cash and cash equivalents 3,159,591 2,800,059
--------------------------------- ----------- -----------
Total financial assets 42,426,611 35,506,804
================================= =========== ===========
Non-current Liabilities
Finance lease obligations,
excluding current portion 348,839 542,316
Long-term borrowings, excluding
current portion 4,074,060 4,577,529
Current liabilities
Trade payables and other
payables 28,720,236 20,422,179
Bank overdraft 5,766,607 5,825,806
Current portion of finance
lease obligations 508,729 379,281
Current portion of long
term borrowing 9,612,540 6,117,075
--------------------------------- ----------- -----------
Total financial liabilities 49,031,011 37,864,186
================================= =========== ===========
10. Acquisition of Elite
Mortice Limited and its wholly-owned subsidiary, Tenon Facility Management UK Limited ("Tenon UK"), have acquired Manchester-based Elite Cleaning & Environmental Services Limited ("Elite") on 21 April 2017
Tenon UK, agreed to pay up to consideration on a cash free, debt free basis (subject to certain potential adjustments to be satisfied by:
- GBP3.35 million cash consideration, offset by GBP1.6m free cash in Elite;
- the allotment of 1,458,333 new ordinary shares of no par value ("Ordinary Shares" and "Consideration Shares"); and
- a conditional earn--out payment of up to GBP1.0 million ("Earn out Consideration"),payable as to GBP700,000 in cash and GBP300,000 in new ordinary shares
The consideration shares have been allotted at 120p per new ordinary share. If the consideration shares are not admitted to trading on AIM within 60 days of 21 April 2017, a cash payment of GBP1,750,000 was required be paid to the Sellers by the Company in lieu of the allotment of such consideration Shares to the Sellers.
The full Earn-out consideration is payable on pre--agreed targets, including annualized contracted revenue 12 months post completion of the Acquisition of at least GBP11.2m and an EBITDA in the earn-out period of at least GBP1m being achieved and is payable up to GBP700k cash and GBP300k in Ordinary Shares.
Each Seller has undertaken that he will not sell, transfer of otherwise dispose of, or create an encumbrance over, the consideration Shares (or any interest in them) prior to 31 March 2019 (the "Lock--In") subject to certain customary exceptions. In addition, an option has been granted, to the Sellers, to require the Company to purchase the consideration Shares for 120 pence per share in the period for three months following the expiry of the Lock--In period.
Assets acquired
Particulars Amount (GBP)
---------------------------- ----------------------------
Purchase consideration 5,965,985
---------------------------- ----------------------------
Assets acquired
---------------------------- ----------------------------
Total fixed assets 508,472
---------------------------- ----------------------------
Non-cash net working
capital 1,155,031
---------------------------- ----------------------------
Cash and cash equivalent 1,538,403
---------------------------- ----------------------------
Customer relationship 1,379,417
---------------------------- ----------------------------
Trademark 1,104,874
---------------------------- ----------------------------
Good will 279,788
---------------------------- ----------------------------
11. Post reporting date events
During the month of October, 2017 the Company has bought back 2.331 million shares and also released additional 0.5 million share to previous owners of O&G to fulfil its obligation under the SPA executed them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR OKODQOBDKNDB
(END) Dow Jones Newswires
November 27, 2017 02:50 ET (07:50 GMT)
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