Completion of Acquisition
("Tracsis" or the "Group")
Completion of Acquisition
Tracsis confirms that on 16 May 2014 it acquired the entire issued share capital of Datasys Integration Limited the holding company of Datasys Limited ("Datasys").
Based in Manchester, Datasys provides rail management software systems, business applications and hosting services for the majority of the UK's train operating companies. Its client base includes all of the major transport owning groups such as First Group, Go-Ahead, Stagecoach, National Express, Arriva, and Virgin. The principle activity of the business is software development, sales and licensing with revenues predominantly derived from products that assist train operators capture, report and analyse the root causes of delays and other performance critical information. The vast majority of Datasys revenue comes from long term recurring software leases.
Datasys generated revenue of �2.27m, an EBITDA of �554k and a profit before tax of �298k in its unaudited accounts for the year ending 31 May 2013. The business is debt free, and has cash balances at completion of c. �1.3m, with tangible net assets of c. �400k. Datasys employs 17 staff, all of whom will remain with the business post transaction with the exception of departing shareholder directors who are not involved with day-to-day operations.
The proposed consideration comprises an initial cash payment of �4.15m and the issue of 126,775 ordinary shares of 0.4p each in Tracsis ("New Ordinary Shares") at an issue price of 295.8p to give total consideration of �4.525m.
The New Ordinary Shares have been issued subject to a lock in agreement, whereby the Sellers have agreed not to dispose of any New Ordinary Shares for a period of 12 months post completion with orderly market arrangements applying for a further 12 months after the initial 12 month lock-in.
The directors of Tracsis believe that the products, services and development capabilities of Datasys are highly complementary to those of Tracsis, and the acquisition provides opportunities for further growth in the years ahead.
John McArthur, Chief Executive Officer, commented:
"We are delighted to have completed this acquisition, our sixth since IPO, which continues our trend of acquiring well run, profitable, technology businesses within the transport domain. Datasys is a well-established player within the UK rail market with a strong product suite, an excellent customer base and a great team.
There is a strong overlap between Datasys and Tracsis and both companies are respected providers of high value technology solutions within the transport industry. This partnership will strengthen our overall market position and bring benefit to our customer base. We welcome the Datasys team into the enlarged Tracsis Group and look forward to working with them in the future."
The shareholders of Datasys Integration Limited are Andrew and Morag Ashworth, Ian and Margaret Bithell, Andrew Bithell and Glyn Williams (the 'Sellers'). An application has been made for the New Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 23rd May 2014. Following the issue of the New Ordinary Shares, the number of Ordinary Shares in issue will increase to 25,673,463. For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of the Company following this allotment consists of 25,673,463 Ordinary Shares with voting rights attached (one vote per Share). There are no Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, Tracsis under the DTRs.
For more information please contact:
John McArthur/Max Cawthra, Tracsis plc
Tel: 0845 125 9162
Katy Mitchell, WH Ireland Limited
Tel: 0161 832 2174
Rebecca Sanders Hewett/Jenny Bahr, Redleaf Polhill
Tel: 0207 382 4730