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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Utilitywise | LSE:UTW | London | Ordinary Share | GB00B6WVD707 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.903 | 1.806 | 2.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMUTW
RNS Number : 2177O
Utilitywise plc
09 October 2012
9 October 2012
Utilitywise plc
("Utilitywise" or the "Company")
Full Year Results
for the year ended 31(st) July 2012
Utilitywise, a leading independent utility cost management consultancy is pleased to announce its full year results for the year ended 31 July 2012.
o Proforma revenue increased by 25% to GBP14.6m (2011: GBP11.7m)
o Proforma EBITDA increased by 25% to GBP4.7m (2011: GBP3.7m)
o Proforma PBT increased by 23% to GBP4.3m (2011: GBP3.5m)
o Proforma EPS increased by 39% to 6.4p (2011: 4.6p)
o Net cash at the year end of GBP8.2 million (2011: GBP0.2m)
o Maiden dividend of 1p proposed - ahead of schedule
Financial Highlights
2012 2011 Change Proforma Proforma Change 2012 2011 ---------------- ------ ----- ------- --------- --------- ------- Revenue (GBPm) 14.4 10.9 Up 32% 14.6 11.7 Up 25% ---------------- ------ ----- ------- --------- --------- ------- EBITDA* (GBPm) 4.1 3.5 Up 18% 4.7 3.7 Up 25% ---------------- ------ ----- ------- --------- --------- ------- PBT* (GBPm) 3.9 3.3 Up 16% 4.3 3.5 Up 23% ---------------- ------ ----- ------- --------- --------- ------- EPS*(#) (p) 5.4 4.4 Up 23% 6.4 4.6 Up 39% ---------------- ------ ----- ------- --------- --------- -------
Proforma reflects situation had EMU been part of the group as at 1 August 2010 (acquired 31 January 2012)
*Excludes exceptional items relating to a one off lease termination fee of GBP75,000 and GBP316,398 of listing costs.
(#) Share number adjusted to 2012 fully diluted base
Corporate Highlights
o Acquisition of Eco Monitoring Utility Systems Limited ("EMU") in January 2012
o Listing on AIM on 12 June 2012 raising GBP6.9 million (before expenses)
o New contracted meters grew to 20,013 at 31 July 2012 from 15,000 at 31 July 2011
o Energy consultancy headcount increased to 181 at 31 July 2012 from 133 at 31 July 2011
Post Period End Highlights
-- Acquisition of Clouds Environmental Consultancy Limited -- Energy saving partnership with City Electrical Factors -- Board appointment of Michael Dent from Total Gas & Power as Sales and Marketing Director
Commenting on the results, Geoff Thompson, CEO said:
"This year has seen exceptional progress for our Company, including our successful listing on AIM in June. We have seen strong growth in our financial performance and continue to add and improve our service offerings. The significant investment we have continually made in infrastructure means that we are well placed to continue to grow and cater for our customers' future needs.
"The new financial year has started strongly and the recent acquisition of Clouds is the first step in our strategy of selective acquisitions to complement our organic growth. Our services have never been more relevant as they both save clients' money and help reduce overall energy consumption, and our proposed maiden dividend is evidence of our continued confidence in the future."
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) Hub Capital Partners Ltd 020 7535 1710 Stephen Bourne Newgate Threadneedle 020 7653 9850 Josh Royston /John Coles/ Hilary Millar
Chairman's Statement
I am pleased to report our results for the year ended 31(st) July 2012. This is our first report as a publically quoted company, and it is therefore particularly pleasing to be able to report profits ahead of market expectations. In a difficult time in the financial markets we were delighted that we were able to successfully conclude our IPO in June.
These maiden results demonstrate that Utilitywise is a fast growing, highly profitable business with excellent prospects. Proforma revenues increased by 25% over the comparable period last year from GBP11.7m to GBP14.6m, proforma EBITDA by 25% from GBP3.7m to GBP4.7m and we are recommending a maiden dividend of 1p per share, which is 6 months earlier than initially anticipated. As a board we are committed to growing Utilitywise in a measured and controlled manner and the team have demonstrated their ability to do so efficiently and with great success.
Since the end of this financial year we have announced the acquisition of Clouds Environmental Consultancy Limited, a leading provider of energy management services, such as energy auditing, based in Portsmouth. The acquisition provides further breadth to Utilitywise's overall energy offering. I welcome them to the Utilitywise group and am confident that their team of specialist consultants and strong customer base will be of great benefit to the Group. When we joined AIM in June this year it was our stated aim to grow both organically and by acquisition and this clearly fits well with this strategy. We are continuing to investigate other potential acquisitions and I am sure this will reap rewards in the fullness of time.
I am also delighted that we have been able to announce the recruitment of Michael Dent from Total Gas and Power. We believe that Michael's appointment will be a key hire for Utilitywise and also demonstrates, by hiring such a senior and highly regarded executive, the excitement surrounding the Company's future as seen in its key markets.
I am continuously struck by the enormous potential for a professional organisation helping businesses effectively manage their energy needs. Everything I have seen since becoming Chairman has reinforced my opinion of the opportunity for Utilitywise to become the leading provider of energy solutions to commercial customers. We intend to not only increase the quantum of the services we provide to our customers but also to steadily expand the breadth of offering.
Utilitywise is led by an excellent management team. They possess a high level of specialist technical expertise and provide a first class service to our customers. It is much more than simply finding the best tariff. With our unique products and expertise we help our customers reduce their energy costs and consumption over the long term, which also helps them reduce their carbon emissions. It is a privilege to be involved with a business that is not only very profitable but also provides a valuable service by helping companies cut down on the amount of energy they consume, whilst becoming one of the largest private sector employees in the North East. Whilst the financial benefits of our services will be particularly welcome to our clients in these difficult economic times, the overall impact will be much further reaching.
I would like to thank everyone who works for Utilitywise for their continued hard work. In particular the executive team who have built and continue to develop an excellent business that demonstrates their undoubted talent and commitment. The Board is focused on providing not only a highly valuable service to our customers and a great place to work, but also delivering an excellent financial performance.
Richard Feigen
Chairman
Chief Executive's Statement
I am pleased to report Utilitywise has made a great start following the successful listing on AIM in June.
Our results demonstrate the strength of our proposition, the hard work of our people and most importantly the value we add to our customers.
Business Model
Utilitywise specialises in energy procurement and energy management services for businesses. The Company negotiates rates with energy suppliers on behalf of business customers, provides an account care service and offers a range of products and services designed to assist customers manage their energy consumption. Customers are based throughout the UK and the Republic of Ireland across a variety of industry sectors and the public sector, and range in size from small single site customers to large multi-site customers.
The business has two major focuses of activity:
Energy procurement
The Company's revenue from energy procurement is generated from two main sources. Firstly, the Company has energy consultants who contact prospective customers identified by the Company's bespoke IT search system to offer a potentially reduced energy tariff and various energy management products and services designed to assist in identifying ways to reduce that customer's overall energy consumption. Secondly, the Company operates a "partner channel" where organisations refer customers to Utilitywise and commissions generated from those customers are shared between Utilitywise and the referring organisation.
Energy management
These products and services are designed to assist customers to manage their energy consumption; they also generate additional revenues forUtilitywise. The energy management products and services include
-- Account care -- Energy health check -- Energy audit -- Ecofit -- Edd:e energy monitor -- Utility insight -- Smart meters -- Carbon zero
The Directors believe that the UK market fragmentation, the low penetration of third party intermediaries (TPIs) in the UK commercial market and the Company's current share of the total potential market, means that there is an opportunity to increase the Company's market share through organic growth and acquisitions.
The Directors further believe that a forecast increase in energy prices will lead to increasing demand from customers for advice on energy management issues and that this demand creates the opportunity for the Company to continue with its recent organic growth.
In addition to the Company's aim to grow its market share of SME customers, the Directors believe that there is an opportunity to capitalise on the Company's established relationships with energy suppliers who are showing an interest in some of the Company's energy management products and services for sale into the supplier's customer base.
Highlights
-- Impressive growth in customer contracts, up 33% on our 2011 volumes, to over 20,000.
-- The acquisition of Eco Monitoring Utility Systems Limited (EMU) thereby securing a range of Energy Services offerings including:
o Our Energy Health Check Software
o Our EDD:E sub metering (M&T) solution
o Our Energy Auditing software
-- The relocation of the business to a flagship 40,000 square foot facility which provides the required infrastructure for our continued growth.
Key Performance Indicators
The key performance indicators used by the Directors are as follows:
2012 2011 Growth
Energy Consultants at 31 July 181 133 43%
Contracts secured 20,013 5,006 33%
Secured revenue at July 31 GBP7.1m GBP5.2m 37%
Contracts secured increased by 33% from over 15,000 to over 20,000 over the year. Additionally secured revenue, (representing contracts waiting to 'go live') increased by 37% from GBP5.2m to GBP7.1m. Energy consultancy headcount increased to 181 at 31 July 2012 from 133 at 31 July 2011, as we scaled up our operations to drive future growth.
Our core Energy Intermediary offering to commercial customers has continued to scale as evidenced by the volume of new customers we contracted in 2012. As at our IPO in June we had over 10,000 contracted customers and over 25,400 contracted meters. This has continued to grow to over 11,400 customers and over 32,900 meters by September 2012. We are also particularly pleased that our renewal rate has increased since IPO to over 62% as at 30 September 2012.
Our proposition continues to develop, following the acquisition of EMU, and now includes a range of innovative Energy Services components that has supported our customer acquisition activity. Energy Services has led to an increase in our average order value per meter, increasing by 13% on 2011 rates.
Further investment in Energy Services has continued with improvements to our Edd:e sub metering solution focussed on value engineering to drive out cost and on improvements to commissioning processes and reporting.
In addition the Group has continued the development and testing of its own Voltage Optimisation product which has been designed to deliver value to customers at a competitive price and with functionality not available elsewhere.
Investment has also continued in the Group's IT systems and processes to support further growth.
We remain focussed on the delivery of further organic growth through all of the above investments and on targeting appropriate acquisition opportunities to enhance the Group's growth via complimentary products and services.
Our relationships with the UK Energy supply companies remains strong and we enjoy an enviable position as a partner they can rely upon to deliver customer volume and an innovative approach to solving the business customer's energy management needs.
People
To meet the demands of our growing business we have recruited a further 110 members of staff (including 52 Energy Consultants) during the year ended July 2012 and we continue to forecast further headcount growth into 2013. This recruitment is largely focussed on selecting the correct talent to support the growth of our in house Energy Consultant team.
We remain committed to attracting the right talent and to developing the skills of our people so that our customers benefit from our knowledge and experience and from the quality of service we provide.
Acquisitions
It is our aim to grow via selected acquisitions of which all will be selected to broaden and develop our product and service offering.
I am pleased to report that since the year end we have successfully completed a further acquisition and our first since our IPO. Clouds Environmental Consultancy Limited ("Clouds") will enhance our Energy Services capabilities. Clouds, based in Portsmouth, is an independent consultancy specialising in energy management services which are designed to help clients identify areas of potential energy and cost savings. Its team of highly qualified energy consultants helps businesses effectively manage their clients' energy
and environmental impact and, in so doing, improve resource efficiency and reduce business overheads.
With capacity to grow the Clouds team, the acquisition will provide Utilitywise with a new base from which to address the South of England, and further extends its coverage of the UK market. Clouds has a range of products and services which complement and extend the existing Utilitywise offerings in the areas of legislative Compliance, Auditing and Surveying and Feasibility and Design.
Outlook
The new financial year has seen continued progress. The business has an excellent infrastructure to support our outstanding offering and we look forward to a further period of exciting growth.
Geoff Thompson
Chief Executive
Financial Review
Results for the year
In 2012, the group generated revenue of GBP14.4 Million, an increase of 32.1% over 2011 fuelled by an increase of 52% of contracts going live and a 6% increase in the average value of contracts that went live in the period. The major factor in the engine driving growth is energy consultant headcount which has grown in line with management expectation from 133 at July 2011 to 181 at July 2012. It is this increase in headcount which feeds the revenue pipeline and resulted in the securing of GBP22 million of contract revenue in 2012 a 33% increase on 2011. Gross profit has remained strong despite a period of headcount growth representing continued leveraging of the energy services proposition in the market with average commission rates on new business secured increasing by 9% on 2011 helping drive a 13% increase in average contract commission value.
Administrative expenses at GBP2.4m, excluding exceptional items, were up 77% largely as result of the move to new offices at Market Dock and continued headcount expansion.
EBITDA excluding exceptional items at GBP4.1m represents an 18% increase on 2011 with profit before tax at GBP3.9m, a 16% increase on 2011.
Proforma results adjusted for full year
Eco Monitoring Utility became part of the group on 31(st) January 2012 and thereby provided a six month contribution to the Group's results. In order to provide shareholders with a realistic snapshot of performance, had EMU been in place as of 1(st) August 2010, the Group revenue would have been GBP14.6 million (2011: GBP11.7m), with a Gross Profit of GBP7.2 million (2011 : GBP5.8m) and EBITDA excluding exceptional items of GBP4.7 million (2011: GBP3.7m).
EBITDA is defined as profit from operations less depreciation and amortisation. Exceptional items relate to a one off lease termination fee of GBP75,000 and GBP316,398 of listing fees which are included in administrative expenses in the income statement.
Cash and Borrowings
As at the 31(st) July 2012 the Group had net cash balances of GBP8.2m (31(st) July 2011: GBP0.2m). Cash generation has remained strong throughout the period with net cash flows generated from operating activities of GBP5.0m (2011: GBP0.0m).
Balance Sheet
The Group's non current assets at 31(st) July 2012 were GBP3.2m (2011: GBP0.4m) which consist of property, plant and equipment GBP0.8m, intangible assets and goodwill of GBP2.4m mainly relating to the purchase of EMU.
Receivables have decreased to GBP1.9m (2011: GBP4.7m) with stock at GBP0.1m relating to Edd:e units. Current liabilities have increased to GBP3.3m (2011: GBP3.0m) whilst non-current liabilities have decreased to GBP0.1m (2011: GBP0.2m).
Dividend
The board is proposing a dividend for the year of 1p per share subject to the approval of the shareholders at the Annual General Meeting. The dividend per share will be paid on 14 December 2012 to shareholders on the register at close of business on 30 November 2012.
Andrew Richardson
Chief Financial Officer
Consolidated statement of total comprehensive income
12 months ended 12 months ended 31 July 2012 31 July 2011 Note GBP GBP Revenue 3 14,382,806 10,888,744 Cost of sales 8,180,207 6,135,931 Gross profit 6,202,599 4,752,813 Other operating income 109,582 10,555 Administrative expenses 2,420,454 1,368,564 Exceptional items 4 391,398 - -------------------------- ----- ---------------- ------------ Total administrative expenses 2,811,852 1,368,564 Profit from operations 3,500,329 3,394,804 Finance expense 32,257 59,463 Profit before tax 3,468,072 3,335,341 Tax expense 1,036,062 1,088,688 Profit for the year attributable to equity holders of the parent company 2,432,010 2,246,653 Other comprehensive income (net of tax) - - Total comprehensive income attributable to equity holders of the parent company 2,432,010 2,246,653 Earnings per share for profit attributable to the owners of the parent during the year Basic (pence) 5 0.047 22,467 Diluted (pence) 5 0.047 22,467
Consolidated statement of financial position
12 months 12 months 13 months ended ended ended 31 July 31 July 2012 31 July 2011 2010 Note GBP GBP GBP ------------- ------------- ---------- Non-current assets Property, plant and equipment 788,189 410,489 339,549 Goodwill 6 2,356,960 - - Internally generated 27,286 - - intangible assets Other intangible 19,392 - - assets Total non-current assets 3,191,827 410,489 339,549 ------------- ------------- ---------- Current assets Inventories 98,622 - - Trade and other receivables 1,242,017 4,647,233 1,867,484 Cash and cash equivalents 8,227,499 227,421 494,311 Total current assets 9,568,138 4,874,654 2,361,795 ------------- ------------- ---------- Non-current assets Trade and other receivables 1,536,804 46,751 213,364 ------------- ---------- Total non-current assets 1,536,804 46,751 213,364 ------------- ------------- ---------- Total assets 14,296,769 5,331,894 2,914,708 ------------- ------------- ---------- Current liabilities Trade and other payables 2,820,669 1,873,065 2,380,996 Loans and borrowings 24 39,969 - Corporation tax liability 523,910 1,066,430 103,567 ------------- ---------- Total current liabilities 3,344,603 2,979,464 2,484,563 ------------- ------------- ---------- Non-current liabilities Trade and other payables 66,790 109,750 456,376 Deferred tax liability 48,655 57,945 35,687 Total non-current liabilities 115,445 167,695 492,063 ------------- ------------- ---------- Total liabilities 3,460,048 3,147,159 2,976,626 ------------- ------------- ---------- Net assets / (liabilities) 10,836,721 2,184,735 (61,918) ------------- ------------- ---------- Equity attributable to equity holders of the company Called up share capital 7 61,426 100 100 Share premium 6,187,598 - - Share option reserve 20,952 - - Retained earnings 4,566,745 2,184,635 (62,018) Total equity 10,836,721 2,184,735 (61,918) ------------- ------------- ----------
Consolidated statement of changes in equity
Share Share Share option Retained capital premium reserve earnings Total GBP GBP GBP GBP GBP -------- ---------- --------- ---------- ----------- At 1 August 2010 100 - - (62,018) (61,918) Profit for the year - - - 2,246,653 2,246,653 Other comprehensive - - - - - income Equity as at 31 July 2011 100 - - 2,184,635 2,184,735 -------- ---------- --------- ---------- ----------- Profit for the period - - - 2,432,010 2,432,010 Other comprehensive - - - - - income Capitalisation of reserves 49,900 - (49,900) - Share option expense - - 20,952 - 20,952 Issue of shares 11,426 6,844,079 - - 6,855,505 Listing costs - (656,481) - - (656,481) Equity as at 31 July 2012 61,426 6,187,598 20,952 4,566,745 10,836,721 -------- ---------- --------- ---------- -----------
Consolidated cash flow statement
12 months 12 months ended ended 31 July 2012 31 July 2011 GBP GBP ------------------- ------------------- Operating activities Profit before tax 3,468,072 3,335,341 Interest paid 32,257 59,463 Depreciation of property, plant and equipment 187,084 113,257 Share option expense 20,952 - Grant income (35,256) Amortisation of intangible 45,476 - assets Loss on disposal of property, plant and equipment 28,844 - ------------------- ------------------- 3,747,429 3,508,061 (Increase)/Decrease in trade and other receivables 2,696,417 (2,613,136) (Increase)/Decrease in 31,479 - inventories Increase/(Decrease) in trade and other payables 112,480 169,850 ------------------- ------------------- 2,840,376 (2,443,286) Cash generated from operations 6,587,805 1,064,775 ------------------- ------------------- Income taxes paid (1,588,412) (1,066,430) Net cash flows from operating activities 4,999,393 (1,655) ------------------- ------------------- Investing activities Purchase of property, plant and equipment (606,176) (184,197) Purchase of intangibles (92,154) - Acquisition of subsidiary, (2,490,255) - net of cash acquired Sale of property, plant and equipment 12,548 - ------------------- ------------------- Net cash used in investing activities (3,176,037) (184,197) ------------------- ------------------- Financing activities Issue of shares 6,905,405 - Share issue costs (656,481) - Loans repaid (39,945) - Interest paid (32,257) (81,038) ------------------- Net cash raised from financing activities 6,176,722 (81,038) ------------------- ------------------- Net increase in cash and cash equivalents 8,000,078 (266,890) Cash and cash equivalents at beginning of period 227,421 494,311 ------------------- Cash and cash equivalents at end of period 8,227,499 227,421 ------------------- ------------------- Cash and cash equivalents consists: Cash and cash equivalents 8,227,499 227,421 Bank overdraft - - ------------------- 8,227,499 227,421 ------------------- -------------------
Notes
1. The financial information set out herein does not constitute the Group's statutory accounts for the year ended 31 July 2012 or the year ended 31 July 2011 within the meaning of section 435 of the Companies Act 2006, but is derived from those accounts. The information has been derived from the audited statutory accounts for each of those years upon which an unqualified audit opinion was expressed and which did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
The audited accounts will be posted to all shareholders in due course and will be available upon request by contacting the Company Secretary at the Company's registered office.
2. Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs"), as adopted by the European Union (EU).
Utilitywise Plc is incorporated and domiciled in the United Kingdom.
The financial statements have been prepared on the historical cost basis as stated in the accounting policies.
3. Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team including the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer.
During the current year the Group offered both energy procurement and energy management services. The Board considers that due to the aggregation criteria in IFRS 8 that the services offered form one segment for the current year. As the energy management revenues grow a reassessment of operating segments will take place.
The Board considers that the Group's project activity constitutes one operating and one reporting segment, as defined under IFRS 8. Management reviews the performance of the Group by reference to total results against budget.
Other information
12 months ended 12 months ended 31 July 2012 31 July 2011 GBP GBP ---------------- ---------------- Revenue arises from: Provision of services 14,382,806 10,888,744 ================ ================ Analysis of concentration of customers top 3 and other: Customer 1 3,903,870 3,342,504 Customer 2 3,640,727 2,434,411 Customer 3 3,086,538 1,581,463 Other 3,751,671 3,530,366 14,382,806 10,888,744 ================ ================ 4. Exceptional items
Exceptional items relate to a one off lease termination fee of GBP75,000 and GBP316,398 of listing fees incurred on admission to the AIM. GBP316,398 is considered to be the listing fee value attributable to shares in issue prior to the AIM listing. Costs associated with new shares issued on admission have been taken to the share premium account. Please see the Consolidated Statement of Changes in Equity. Exceptional items are included in administrative expenses in the income statement.
5. Earnings per share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume the conversion of all potentially dilutive ordinary shares.
The Group has one class of potentially dilutive ordinary shares: those share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the year.
12 months ended 12 months ended 31 July 2012 31 July 2011 GBP GBP Profit Profit used in calculating basic and diluted profit 2,432,010 2,246,653 Number of shares Weighted average number of shares for the purpose of basic earnings per share 51,523,446 10,000 Weighted average number of shares for the purpose of diluted earnings per share 51,851,390 10,000 6. Acquisition
Utilitywise Plc acquired the entire share capital of Eco Monitoring Utility Systems Limited on 31 January 2012 for GBP2,500,000 in order to enhance the service offering provided by the group.
Goodwill on consolidation has been calculated as follows:
GBP Amount of consideration 2,500,000 Fair value of net assets acquired: Tangible fixed assets 300,549 Stock 130,101 Debtors 781,254 Cash 9,745 Creditors (1,078,609) ------------ 143,040 Goodwill (note 11) 2,356,960 ------------ Fair value of consideration: Amounts applied to directors loan accounts 2,500,000 ------------
The goodwill reflects expected synergies from combining the two businesses.
Since the date of acquisition Eco Monitoring Utility Systems Limited has generated revenue of GBP101,804 and a profit before tax of GBP18,334 which is included in the consolidated statement of comprehensive income.
Assuming Eco Monitoring Utility Systems Limited was acquired at the beginning of the annual reporting period, group revenue would be GBP14,623,947 and profit before tax GBP4,242,408.
7. Share capital 12 months 12 months ended ended 31 July 2012 30 June 2011 Share capital issued and fully paid 61,425,842 Ordinary shares of GBP0.001 each 61,426 100 ------------- -------------
Ordinary shares carry the right to one vote per share at general meetings of the Company and the rights to share in any distribution of profits or returns of capital and to share in any residual assetsavailable for distribution in the event of a winding up.
During the year ending 31 July 2012 the company capitalised reserves of GBP49,900 to give a revised share capital of GBP50,000. Share capital was changed from GBP0.01 to GBP0.001 per share. On 12 June 2012 a further 11,425,842 shares were issued at 60p per share, which resulted in a share premium of GBP6,844,079 and additions to share capital of GBP11,426.
8. Post balance sheet events
On 01 October 2012 the group acquired the entire share capital of Clouds Environmental Consultancy Limited. Clouds is an independent consultancy specialising in energy management services which are designed to help clients identify areas of potential energy and cost savings. The acquisition will provide Utilitywise with a new base from which to address the South of England, and further extends its coverage of the UK market. Clouds has a range of products and services which complement and extend the existing Utilitywise offerings in the areas of legislative Compliance, Auditing and Surveying and Feasibility and Design.
The total consideration is for a maximum of GBP985,000 with an initial GBP600,000 paid on completion, (subject to adjustment on the basis of completion accounts) with the deferred balance of up to GBP385,000 payable over the next 12 months, contingent on certain EBITDA targets being met. The acquisition will be financed equally from the Group's cash resources and through the issue of new ordinary shares in Utilitywise Plc. On the date of acquisition the Utilitywise Plc issued 394,736 new ordinary shares of 0.1p each.
Acquisition accounting has not yet been finalised and therefore disclosures around goodwill and net assets acquired have not been provided.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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