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| Share Name | Share Symbol | Market | Stock Type |
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| Sirvis | SRV | London | Ordinary Share |
| Price Change | Price Change % | Share Price | Last Trade
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| 0.00 | 0.00% | 160.00 | 01:00:00 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
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| 160.00 |
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Posted at 23/11/2006 11:38 by tp100 SiRViS IT PLC23 November 2006 SiRViS IT plc Proposed Acquisition of Technology Management Group Limited and related Proposals Date: 23 November 2006 The Board of SiRViS IT plc ('the Company' or SiRViS IT) which provides a range of IT services including support, consultancy and systems installation across the UK is pleased to announce that on 23 November 2006, the Company entered into an agreement to acquire the issued share capital of Technology Management Group Limited ('TMG'), a company that offers a range of contracted IT infrastructure services. The aggregate consideration for the acquisition is approximately £2.1 million, which will be paid in cash. The acquisition and associated costs will be funded by a placing to raise £2.2 million with Oryx International Growth Fund Limited, a discretionary investment management client of North Atlantic Value LLP. The acquisition is conditional, inter alia, on the Takeover Panel granting a waiver under Rule 9 of the Takeover Code for the placing and on shareholders approving the waiver in general meeting. Further details of the acquisition and the waiver are set out below. Subject to the grant of the waiver referred to above, the Proposals will be set out in a circular to be sent to shareholders of the Company which will provide information on the Proposals and recommend all shareholders to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting. The Proposals to be set out in the circular will include, inter alia, a share consolidation, grant of new options and a reduction in the share premium account to enable the Company to pay dividends out of future profits. The circular is expected to be dispatched to shareholders shortly. Highlights SiRViS IT to acquire TMG for approximately £2.1 million in cash; proposed fund raising of £2.2million (before expenses) via a placing of New Shares with Oryx International Growth Fund Limited; it is proposed that Christopher Mills, a director of J O Hambro Capital Management Group Limited and of Oryx International Growth Fund Limited, joins the Board; share consolidation on a 1 for 10 basis; following the share consolidation, at the placing price of 30p per New Share, the Enlarged Group will be capitalised at approximately £5.6 million; and current trading remains in line with market expectations. TMG offers a range of IT services including an IT helpdesk and managed services for small to medium sized enterprises and larger organisations nationwide. The Directors believe that the acquisition of TMG should enable the Group to increase recurring income from the provision of IT services to new and existing market sectors and enhance the Group's gross margins. Information on TMG The business TMG was established in 1983 following a management buy-out of the services division of Hamilton Rentals. The management buy-out was led by Bob Brittaine, the current Managing Director, who controls 49.9% of the issued share capital of TMG. TMG offers a range of contracted IT infrastructure services including hardware maintenance, network management, software support, and remote system monitoring. It also provides consultancy and project management services, such as software rollouts and upgrades as well as product sales for its customer base. TMG has also built successful relationships with leading technology companies and has major accreditations. Customer profile TMG has established contracts with a number of blue chip customers, enabling it to have visibility of future revenue streams. TMG's blue chip customers cover a variety of market sectors across the UK. As at the end of August 2006 the top 5 customers and the top 20 customers account for approximately 60% and approximately 85% respectively of the contracted maintenance base. Financial summary The financial information set out below is extracted from the audited statutory financial statements of TMG and its subsidiaries for three years ended 30 November 2003, 2004 and 2005 and the audited non-statutory financial statements for the nine months ended 31 August 2006. Placing In order to fund the Acquisition and associated costs the Company is proposing to raise £2.2 million by way of the Placing of 7,406,666 New Shares with Oryx International Growth Fund Limited a discretionary investment management client of North Atlantic Value LLP at 30p per New Share (equivalent to 3p prior to the proposed share consolidation). The Placing Shares to be issued will represent 39.37 per cent of the Company's issued share capital as enlarged by the Proposals. The Placing Shares will be credited as fully paid in cash and will rank pari passu in all respects with the Existing Shares. The Placing will be conditional, inter alia, on the grant of the waiver of Rule 9 of the City Code by the Takeover Panel, the passing of the Resolutions at the EGM, completion of the terms of the Acquisition Agreement and Admission of the Placing Shares to AIM. Current trading The SiRViS IT Group Trading in the first four months of the current financial year has continued the positive trends established in the last quarter of the previous financial year and the improvements in margin achieved in that period has been maintained. Trading accordingly remains in line with market expectations and the Directors look forward to the remainder of the financial year with confidence. TMG Trading since 31 August 2006 has been in line with TMG's current expectations and its pipeline of sales prospects remains positive. The Enlarged Group Following integration into the Enlarged Group, TMG is expected to contribute positively to the Enlarged Group results in the financial year to 31 May 2008. Prospects for the Enlarged Group The acquisition of TMG is part of the Group's strategy to develop the business by: acquisition of complementary businesses; further organic growth from the Group's enlarged customer base; and building on both companies reputation to attract new customers. Proposed non-executive Director Following completion of the Placing and Admission, Christopher Mills will join the Board. Christopher Harwood Bernard Mills Christopher Mills is a director of J O Hambro Capital Management Group Limited, is chief executive officer and investment manager of North Atlantic Smaller Companies Investment Trust Plc, a director and investment manager of Oryx International Growth Fund Limited and is a member and chief investment officer of North Atlantic Value LLP. He is also chief executive of American Opportunity Trust Plc. Prior to joining J O Hambro Capital Management Limited he worked from 1975 for Samuel Montagu Limited, Montagu Investment Management Limited, and its successor company, Invesco MIM, until 1993. He was a director of Invesco MIM and held positions as head of North American Investments and head of North American Venture Capital. In addition he is a director or a non executive director of numerous UK companies which are either now or have in the past five years been publicly quoted companies. Directors and employees share options It is proposed that the existing 5,889,574 Existing EMI Options granted to Directors and employees will be cancelled. However the Directors consider share options a necessary and important way of rewarding, retaining and attracting key Company personnel. Consequently it is proposed that the Directors be authorised to grant New Options over the authorised share capital of the Company in an amount not exceeding 1,881,330 New Shares. The Directors propose to grant the following New Options: 1. Mark Lewis be granted New Options to subscribe for 700,000 New Shares; and 2. Ian Bailey be granted New Options to subscribe for 700,000 New Shares. The balance of New Options to subscribe for 481,330 New Shares are to be granted to current and future employees of the Enlarged Group at the discretion of the Remuneration Committee. All New Options will, be granted at the prevailing market price in accordance with the rules of the scheme and the exercise of which will be subject to performance criteria approved by the Remuneration Committee. The Options over the New Shares expire ten years following the date of grant and will not normally be exercised for three years from date of grant. Concert Party In regard to the Placing on the terms set out in this document, the Panel has agreed that J O Hambro Capital Management Group Limited (a designated member of North Atlantic Value LLP), North Atlantic Value LLP (as investment manager to Oryx International Growth Fund Limited) and Oryx International Growth Fund Limited, are deemed to be acting in concert in connection with the Placing and that they are not acting in concert with any other party. Following Admission of the Placing Shares, the Concert Party will own in aggregate New Shares representing approximately 39.37 per cent of the Enlarged Share Capital. North Atlantic Value LLP is a part of J O Hambro Capital Management Group Limited and is the fund manager of Oryx International Growth Fund Limited. The City Code The Panel has been consulted by ARM Corporate Finance Limited on behalf of the Company to agree that it will not require the Concert Party, individually or collectively, to make a general offer for the shares in the Company which might otherwise arise as a result of the Placing, subject to the waiver of Rule 9 of the City Code being passed on a poll by the independent Existing Shareholders. Allotment of Placing Shares For the purposes of the Code and assuming that the Placing is duly completed, the Placing Shares are allotted and Admission becomes effective, the Concert Party only holdings in the Existing Shares and the New Shares are the 7,406,666 New Shares subscribed for by Oryx International Growth Fund Limited by way of the Placing, representing 39.37per cent of the Enlarged Groups issued share capital. Details of the proposed Share Consolidation For administrative convenience the Company proposes to reduce the number of shares in issue by consolidating its issued ordinary share capital on the basis of one New Share for every ten Existing Shares held at the Record Date. Reduction of Share Premium Account The Company wishes to be in a position to pay dividends on Ordinary Shares out of future profits. However, by reason of the provisions of the Companies Act 1985 it would be unable to do so without first eliminating the deficit on its profit and loss account. It is therefore proposed that the share premium account of the Company be reduced and the reserve produced by this reduction will, subject to the approval of the Court, be applied in eliminating the deficit on the Company's profit and loss account. While it is not envisaged by the Board that the conditions for the payment of dividends will arise until some time in the future, eliminating the deficit at this time is an important step and will enable the Company to pay dividends as profits become available. The reduction of share premium account requires the approval of shareholders by special resolution and in addition the approval of the High Court. Accordingly, as soon as practicable after the passing of this resolution, the Company intends to apply to the High Court for the reduction to be confirmed. Dividend Policy The Directors have resolved that as and when the profits of the Enlarged Group so permit, the Company will begin paying dividends out of such profits. Whilst initially dividends might be modest, the Directors intend to adopt a progressive policy subject always to the need to retain sufficient earnings to fund future growth. The Directors believe a commitment to a progressive dividend policy is supportive of good corporate governance and financial discipline. Admission to AIM Application for Admission will be made for the Consolidation Shares and the Placing Shares to be admitted to trading on AIM as soon as practicable following the Record Date. Extraordinary General Meeting In order to give effect to the Proposals the Resolutions need to be approved by Existing Shareholders in general meeting. A notice convening the Extraordinary General Meeting to be held at the offices of Taylor Wessing, Carmelite, 50 Victoria Embankment, Blackfriars, London, EC4Y 0DX will be included in the Circular to be posted to Shareholders shortly. Recommendation The Directors consider that the net proceeds of the Placing, estimated to amount to £1.94 million after expenses, are essential to provide the necessary working capital for the Group to acquire TMG and to provide a sufficiently strong financial base from which to continue to build the business and enable it to move forward successfully in the future. The Directors, who have been advised by ARM Corporate Finance Limited, consider the terms of the Proposals and the Waiver of the obligations under Rule 9 of the Takeover Code to be fair and reasonable so far as Existing Shareholders as a whole are concerned. In providing advice to the Directors, ARM has taken into account the Directors' commercial assessment. The Directors will recommend Existing Shareholders to vote in favour of the Resolutions to be proposed at the EGM as they intend to do or procure to be done in respect of their own and their connected persons' beneficial shareholdings. Enquiries: Mark Lewis 01773 825516 SiRViS IT plc Chief Executive Ian Bailey 01773 825516 SiRViS IT plc Finance Director John Simpson 020 7512 0191 ARM Corporate Finance Ltd Nominated Adviser Updates on the Company's activities are regularly posted on its website www.sirvisit.co.uk This information is provided by RNS The company news service from the London Stock Exchange |
Posted at 02/2/2006 10:44 by tiltonboy I've got the J M Finn update on SRV.Their 2007 EPS forecast is 0.69p, which I believe looks conservative. The note, generally, is upbeat. tiltonboy |
Posted at 10/1/2006 15:30 by tp100 somebody picked up 250k today at 3p...come on SRV! |
Posted at 02/3/2005 13:35 by tp100 OK, this research is now public - these are the highlights.Net Debt £0.75m Gearing 15.6% Market Cap £10.1m Year End May Shares in Issue 114.1m SiRViS IT A corporate client of J.M. FINN & CO. This research cannot be classified as objective under J.M. FINN & CO.'s research policy. Visit www.jmfinn.com for details. (%) Forecast change 05/03 0.9 (0.3) N/A (2.5) 0.0 N/A N/A N/A 05/04 3.2 0.3 N/A 0.8 0.0 11.1 N/A N/A 05/05e 8.1 1.0 33 1.0 0.0 8.9 N/A N/A 05/06e 9.2 1.4 33 1.2 Possible 7.4 N/A N/A Code: SRV The successful integration of Linetex and the IT services division of OSE are reflected in encouraging interim results. SiRViS IT 's growing strength in the highly fragmented UK IT services market should provide organic and acquired earnings growth in the near and mid-term future. We believe that the Group's refocusing has not been adequately valued, and the stock remains at a discount to its peers. Revenues in the six months to November 30th 2004 increased from £528,000 to £3,948,000, and the company achieved an operating profit before goodwill of £589, 000 (£136,000). Pre-tax profit advanced strongly by 170% from £129,000 to £345,000. Contracted services (many multiyear) now account for 75% of revenues, giving good forward visibility of recurring revenues. A high degree of customer stability, and an accompanying high level of business from referrals, reflects the excellent quality of service provided by SiRViS IT. An experienced management team is implementing close control of overhead costs, and despite future pressure on gross margins, expansion of EBITDA and EBIT margins should be significant as a result of the measures taken. Future growth will arise from increased sales (including the introduction of the IT Partner service) to existing customers, and from winning new customers. Earnings enhancing acquisitions are actively being sought. SiRViS IT is targeting a modest dividend payment in the 2005/06 year. Interim results encouraging Introduction SiRViS IT provides a range of outsourced IT services including support, consultancy and systems installation to over 7,000 sites across the UK. The present group was formed from the acquisition by SiR of Packpress in January 2004, including its principal trading subsidiary, Linetex Computers Ltd (a provider of IT support services to third party software providers), and the subsequent acquisition in May 2004 of the IT support services contracts division of Open Systems Engineering (OSE) Ltd. The Group principally operates through Linetex Computers Ltd, into which the OSE acquisition has been integrated. The core activities of Linetex can be summarised: Managed services outsourced IT Project services consultancy, installations, upgrades and roll-outs Hardware and software support service contracts SiRViS IT provides its services to software companies, value added resellers (VARs), small and medium sized enterprises (SMEs), and the public and corporate sectors. The software companies who are customers tend to operate in a broad range of business sectors, but there is a strong focus on important vertical markets like hospitality, leisure, legal and retail. Service contracts account for around 75% of revenues, and with a move to establishing multiyear contracts, sales visibility is good. Linetex also benefits from a high level of customer loyalty, with the majority of its ten largest customer accounts having been clients for over five years. Interim Results Interim results for the six months to 30th November 2004 were published on 1st February, 2005, and further highlighted the impact of the Linetex and OSE acquisitions, both of which were successfully integrated into the Group (the IT support services division of OSE has been integrated into Linetex's infrastructure, and there have been reported immediate benefits from economies of scale) and which contributed a full six months trading to the strong results. In the first half year, turnover increased from £528,000 to £3,948,000, and operating profit before goodwill amortisation of £589,000 (£136,000 in 1H 2004), and £372,000 after goodwill amortisation of £217,000 for the two acquisitions. There was no goodwill amortisation in the same period in the previous year. Around 75% of the Group's turnover is derived from IT support service contracts, with significant levels of recurring income and thus providing a very solid base and stability to the business. During the last 12 months the Group refocused from being solely an educational software provider, into a provider of a range of IT services throughout the UK including support, consultancy and systems installation, and during this period expanding the number of sites supported from 4,500 to over 7,000. The Group has also strengthened its sales function by opening a new office in Derbyshire which is targeting new business partnerships in the North of England, particularly in the leisure, hospitality, retail and legal sectors. However, in this six months period the Northern sales force became functional only in time for the final 1-2 months, so the benefits of this new sales force were not fully seen. The immediate concentration is on selling more products to current customers and investigating new vertical markets. The market that the Group operates in is best described as fragmented, with over 550 IT companies with turnover of up to £5m pa. International Data Corporation (IDC) values the UK IT infrastructure market at £10.4 billion in 2003, and this market is estimated to grow at a compound annual growth rate of 6% between 2003 and 2008. SiRViS IT has established a good base to exploit the large but fragmented UK IT support services market. Strong demand for SiRViS IT's products was reported, and given the encouraging level of sales prospects in a strong pipeline and the high level of contracted revenue, the company is bullish regarding this year's trading results. Valuation The market has been slow to appreciate the impact of the business refocusing, and despite recent share price strengthening, the company remains at a discount to ComputerLand, Phoenix IT and the sector. Given the earnings growth in prospect over the next two years, and the further potential that SiRViS IT can garner from its ability to make suitable earnings-enhancing acquisitions in a sector that is due for consolidation, we would look for a 2006E PER of 9X, - i.e. a short term target price of 10.7p. |
Posted at 12/1/2005 12:52 by theprophet100 Results and AGM statement for your convenience. Bid now 6.25p so I presume someone else agrees with me.SiRViS IT plc Preliminary Results year ended 31 May 2004 Highlights During the year the Group made significant progress with turnover increasing by 279% to £3,230,000 and profit after tax for the year was £339,000 (2003: loss of £288,000); In January 2004 the Group changed its name from Systems Integrated Research plc to SiRViS IT plc; In January 2004 the Group completed the acquisition of Packpress Limited and its principal trading subsidiary Linetex Computers Limited, an IT support services company; Completed a placing to raise circa £2.9 million and arranged loan facilities of £1 million to fund the acquisition of Packpress Limited; Board strengthened with the appointment of Peter Addison as Chairman, Ian Bailey as Finance Director, Colin Sales as Operations Director and Hugh Pollock as Service Director; In May 2004 Linetex Computers Limited acquired the IT support service contracts from Open Systems Engineering Limited for cash; The Group continues to seek complementary acquisitions, which will add value to the business and expand its market position; Demand for IT services is buoyant and trading continues the trend established in the second half of last year. FULL STATEMENT ATTACHED Enquiries: Mark Lewis 01773 820011, SiRViS IT plc, Chief Executive Ian Bailey 01773 820011, SiRViS IT plc, Finance Director John Simpson 020 7512 0191, ARM Corporate Finance Limited, Nominated Adviser SiRViS IT plc Preliminary Results Chairman's statement for the year ended 31 May 2004 The Group has made significant progress during the financial year ended 31 May 2004 and these are the first results since the Group's major acquisition in January 2004 of Packpress Limited and its principal trading subsidiary Linetex Computers Limited, the IT services company. In May 2004, the Group also acquired the IT support services contracts division of Open Systems Engineering Limited. Financial review Turnover for the year has increased by 279% to £3,230,000 which compares with a turnover of £853,000 last year. Since its acquisition, Linetex has performed well and Group turnover includes £2,345,000 attributable to Linetex for the period since acquisition. This has resulted in an operating profit before interest, tax and goodwill amortisation of £463,000, compared to a loss for the previous year of £274,000. The profit after tax for the year was £339,000 compared to a loss after tax for the previous year of £288,000. At the time of the acquisition of Linetex, the opportunity was taken to eliminate the accumulated deficit on the profit and loss account by the reduction of share premium account. Although no dividend is being recommended for payment in respect of the year ended 31 May 2004, the reduction will permit the Company to pay dividends when distributable reserves become available. Group acquisitions during the year On 8 January 2004 the Group acquired Linetex, the IT support services company, facilitated by a share placing which raised £2.9m and a loan of £1.0m from Berg & Berg Enterprises Inc. Linetex, which now employs approximately 107 staff, has a profitable track record and approximately 80% of its revenues are derived from support service contracts. The acquisition has substantially enhanced your Group's presence in the IT support services arena giving the Group significant recurring income and a robust customer base to build upon and develop into the education market. On 28 May 2004, Linetex acquired the IT support services contracts division of Open Systems Engineering Limited. Initially the contract base is expected to generate revenues of approximately £1.4m per annum and gross margins in line with those of Linetex. The contract base has been successfully integrated into the Linetex infrastructure in Ripley, Surrey. No contribution from this acquisition has been included in the results to 31 May 2004. About SiRViS IT plc To reflect the changing nature of the Group's business, on 8 January 2004 the Company changed its name from Systems Integrated Research plc to SiRViS IT plc. The Group now comprises two operating subsidiary companies: Linetex Computers Limited which provides a range of IT services including support, consultancy and systems installation across the UK. It sells primarily to software companies and value added resellers who operate in a variety of business sectors including hospitality, leisure, legal and retail. Approximately 80% of Linetex's revenues are derived from service contracts and a majority of its ten largest customer accounts have been clients for over four years. SiR Learning Systems Limited which provides multimedia educational software to primary, secondary and special state schools primarily across the UK. The software enables teachers to manage effectively, learning for individual pupils and to plan and co-ordinate the implementation of the national curriculum in the classroom. Board changes Following agreement being reached on the terms of the Linetex acquisition and in order to reflect the changing nature of the Group, Carl Berg, the previous Chairman, agreed to step down from the Board in December 2003. Mr Berg continues to support the Group and Berg & Berg Enterprises Inc. currently has advanced total loan facilities of £1.5m to the Group, including accrued interest. Of these total facilities, £1.0m was made available to facilitate the Linetex acquisition. I would like to thank Mr Berg for his contribution during his seven years of stewardship and for his continued support. Following the acquisition of Linetex, I would like to welcome to the Board, Ian Bailey (as Finance Director), Colin Sales (as Operations Director) and Hugh Pollock (as Service Director). Current Trading and Prospects With the Group's ability to service both the commercial and the public sectors, demand for the Group's IT services remains buoyant and trading since the year end has continued the trend established in the second half of last year. The Board has confidence that the Group will continue to grow its business and is well positioned to take advantage of further organic growth. In addition the Group will continue to seek complementary acquisitions which will add value to the business and expand its market position. The Board would like to thank its staff and management both new and existing for their contributions during a year of significant change and would also like to thank shareholders for their continuing support. Peter Addison Chairman SiRViS IT plc Results of Annual General Meeting At the Annual General Meeting held on 29 September 2004 all the resolutions were duly passed without amendment. Mark Lewis, the group CEO, commented that trading remains buoyant and the current financial year is in line with expectations. Dated: 29 September 2004 |
Posted at 18/11/2004 15:41 by wwalbers When SYI took over SRV did anyone get a new share cert or is my old one still valid?Thanks |
Posted at 10/8/2004 21:43 by sandbank Results out tomorrow for SRV . Worth checking out the RNS in the morning. AGM follows in September . This company has a pretty dozy attitude towards investors though |
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