re: Acquisition
14/03/2008 2:13pm
UK Regulatory
RNS Number:1586Q
Oakley Capital Investments Limited
14 March 2008
14 March 2008
Oakley Capital Investments Limited (the "Company")
FREEDOM4 Communications plc (formerly known as Pipex Communications plc) ("
FREEDOM4") today announced that it has entered into a conditional agreement for
the sale of its Hosting and Network Services Division (the "Division") to Host
Europe WVS Limited (a newly formed wholly owned subsidiary of Oakley Capital
Private Equity L.P. (the "Oakley L.P.")), for an Enterprise Value of £120
million. The £120 million purchase price will be satisfied as to £20 million in
vendor loan notes (to be issued by a wholly owned subsidiary of the Oakley
L.P.), the assumption of approximately £10 million in debt and the balance in
cash. Completion of this sale is subject, inter alia, to the approval of the
FREEDOM4 shareholders at a general meeting which is convened for 9.00 am on 1
April 2008.
The cash element of the £120 million consideration payable by the Oakley L.P.
for the Division will be satisfied by funds managed by Oakley Capital (Bermuda)
Limited which have been committed to the Oakley L.P., and debt from Bank of
Scotland Corporate. Approximately £50 million will be contributed by the
Company, in the form of equity, drawn down by the Oakley L.P., and through a
secured mezzanine instrument.
The Division is a leading provider of hosting and domain names in the UK and of
hosting in Germany. Trading as 123-Reg and Webfusion, the Division is the UK's
largest domain registrar, offering easy-to-use, high quality, cost-effective
products to consumers, hobbyists and businesses. In Germany, the Division
trades under the name Host Europe. In network services, the Division's Vialtus
Solutions business (formerly Pipex Business Services) provides integrated
communications solutions to large organisations and mid-market companies. With
a focus on using IP technologies, Vialtus Solutions' products include managed
hosting, mobile worker and remote office security solutions, voice services and
IP networking.
For the year ended 31 December 2007, the Division generated revenues of £72.3
million (2006: £61.3 million), an EBITDA of £7.7 million (2006: £8.3 million)
and a loss before tax, excluding amortisation of goodwill, inter-company
interest and impairments of £0.75 million (2006: loss £0.4 million). As at 31
December 2007, the net tangible assets of the Division, excluding intangibles,
investments and inter-company balances were £32.7 million (2006: £11.2 million).
As at 31 December 2007, the Division had approximately 386,000 hosting
customers (2006: 331,000).
For further information please contact:
Oakley Capital Investments Limited 020 7766 6900
Peter Dubens (Director)
Collins Stewart Europe Limited 020 7523 8350
Helen Goldsmith
Notes
The Company has been set up to invest primarily in Oakley L.P., a private equity
fund established by a team of experienced investment professionals led by Peter
Dubens, executive chairman of FREEDOM4 and former chairman of 365 Media Group
plc.
Peter Dubens, a director of the Company, is also on the investment committee of
the Oakley L.P. (which committee is responsible for making the investment
decisions) and has personally committed Euro15 million to the first closing of the
Oakley L.P.. Peter Dubens has participated in discussions of the investment
committee of the Oakley L.P. as to whether it acquires the Division. However,
Peter Dubens has not taken part in FREEDOM4's decision to sell the Division.
Peter Dubens holds no shares in the Company.
The Oakley L.P. will invest primarily in mid-market buy-outs in the UK and
Europe. It will seek to acquire controlling positions in companies with scope
for performance improvement, and in industries with strong underlying growth
drivers and the potential for consolidation. The Oakley L.P. will utilise the
investment advisory team's proven ability to self-source transactions and
actively manage portfolio companies to improve operational performance. The
Oakley L.P. will target equity transactions in the range of Euro30 million to Euro140
million and will seek to deliver gross IRR on its investments in excess of 25
per cent. per annum and a blended gross multiple of three times.
This information is provided by RNS
The company news service from the London Stock Exchange
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