Completion of Acquisition
("Tracsis" or the "Group")
Completion of Acquisition
Tracsis plc, a leading provider of software and services for the traffic data and transportation industry, is pleased to announce that it has acquired the entire issued share capital of Cash & Traffic Management Limited ("CTM").
Based in Coventry and established in 1998, CTM is a provider of event traffic planning, admission control, and a range of other event-related services to some of the UK's largest and most prestigious event clients. The business employs 20 permanent staff, all of whom will remain with the business post transaction, and has an excellent track record of organic growth, client retention and profitability over many years. In the year ended 28 February 2018, CTM generated revenue of £5.5m, normalised Profit before Tax of £0.35m, and had net assets of £0.8m.
The Directors believe that CTM is highly complementary to the Tracsis Traffic & Data Services Division with good cross-sell potential along with clear synergy benefits with Tracsis' existing SEP business that should lead to margin improvement in the fullness of time.
The acquisition consideration comprises an initial cash payment of £1.3m which will be funded out of Tracsis cash reserves and the issue of 26,334 new ordinary shares in Tracsis (issued at a price of 589p) to a value of £0.15m, along with an additional payment of circa £0.45m to reflect the net current asset position of the business. Additional contingent consideration of up to £0.75m is payable subject to CTM achieving certain stretch financial targets in the two years post acquisition.
John McArthur, Chief Executive Officer of Tracsis plc, commented:
"We are delighted to come together with CTM which is a well-established business working in a related area to our SEP operation that has been very successful for Tracsis. CTM has an excellent client list, great customer retention and there are strong synergies with our existing Traffic & Data Services Division. We welcome the CTM team to the Tracsis Group and look forward to growing the combined business in future."
Steve Russell-Yarde, Managing Director of CTM, commented:
"I am extremely pleased that CTM has joined the Tracsis Group - The Company is now in a perfect place to build from the current position, develop its service provision, and utilise the wider group experience to provide innovative solutions to clients going forward."
An application has been made for the new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 23 January. The shares issued are subject to a two year lock-in agreement whereby no disposals may be made within the first 12 months with any disposals thereafter up to 24 months subject to orderly market conditions.
Following the issue of the new shares, the total number of shares in issue will increase to 28,522,093. 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 28,522,093 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.
Tracsis plc | Tel: 0845 125 9162
John McArthur, CEO
Max Cawthra, CFO
finnCap Ltd | Tel: 020 7220 0500
Christopher Raggett/Scott Mathieson, Corporate Finance
Andrew Burdis, Corporate Broking
The information communicated in this announcement is inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.