Ian Fishwick, Chief Executive of AdEPT Telecom LON:ADT, commented: “We are delighted to have acquired such a high quality, well-run and profitable business with a strong management team. OurIT Group is an excellent fit because, like AdEPT, it is asset-light, complements and builds upon AdEPT’s existing expertise and skills, and further extends the product and service portfolio by adding IT services. With the increasing convergence between telecoms and IT, this is an important step forward in our strategy to become a fully managed service provider. OurIT Group has a well-developed customer base with long term relationships across a range of medium and large enterprises. The acquisition is expected to be earnings enhancing from completion.”
-- New GBP30 million 5 year debt facility -- Facility structure with increased flexibility -- Increased capacity to support acquisition growth strategy
AdEPT Telecom LON:ADT, one of the UK’s leading independent providers of unified communications solutions, today told DirectorsTalk that it has signed a GBP30 million 5 year revolving credit facility agreement.
The new larger facility is to be provided by Barclays Bank Plc and The Royal Bank of Scotland Plc on an equal basis and will be used by the Company to fund the strategic acquisition of businesses to leverage benefits from increased scale and a wider product set.
Following the successful execution of the Company’s acquisition strategy the Company had outgrown the previous GBP15 million revolving credit facility, provided by Barclays, relative to the profitability of the Company. The new syndicated debt facility provides increased scale and has a more flexible structure when compared to the Company’s previous debt facility agreement.
Roger Wilson, Chairman of AdEPT, commented: “We are delighted to have obtained the support of the team at RBS to work alongside our existing debt provider, Barclays, and provide a larger syndicated debt facility. This new bank facility provides the Company with a larger and more flexible structure to enable the Company continue with its strategy of acquiring earnings enhancing businesses for future growth.”
ACQUISITION OF OUR IT DEPARTMENT LIMITED
The Board of AdEPT also announces that it has signed an agreement with effect from 1 February 2017 to acquire the entire issued share capital of Our IT Department Limited (“OurIT”) and its trading subsidiary called Brightvisions Limited (“Brightvisions”), (together referred to as “OurIT Group”) both well-established UK based specialist providers of IT Services.
Acquisition highlights
— Initial consideration of GBP4.75m less the net debt plus working capital of OurIT Group at 31 January 2017
-- Expected to be earnings enhancing from completion -- AdEPT group revenue run rate anticipated to increase by approximately 15% -- Long term relationships with medium to large enterprise customers -- Highly complementary product set for telecommunication and IT convergence -- Well-matched customer base with London and South-East focus -- Asset-light strategy -- Highly experienced senior management team to remain with OurIT
Strategic rationale
OurIT Group offers its clients the delivery of outsourced IT services and managed service solutions. The convergence of telecommunications and IT is an increasing requirement for AdEPT’s existing and targeted enterprise and public sector customer base. The highly skilled team and product set at OurIT Group will complement and enhance AdEPT’s existing services, allowing AdEPT to provide a full managed service to customers, incorporating unified communications and IT.
AdEPT and OurIT Group have both adopted capital asset light strategies which are highly cash generative and are dedicated to offering a full suite of flexible IT, data and unified communication strategies.
Information on OurIT
OurIT, founded in 1993, is is a highly accredited IT services provider with over 20 years’ experience, offering award winning 24 hour IT support services and technology solutions. OurIT and Brightvisions have a directly employed team of highly skilled certified professionals, including Microsoft Gold Partner and Business Specialist, Apple Specialist, Cisco Certified Partner, Dell Preferred Partner, and is focused on providing outsourced IT services to customers in London and the South East.
OurIT operates from premises in Chingford, East London and Bevis Marks. Brightvisions is based in St Neots, near Cambridge. OurIT and Brightvisions will retain their current presence and customer service operations in Chingford, Bevis Marks and St Neots. The vendor of OurIT Group is to be retained in his current capacity within the business for a period of at least 12 months post-acquisition.
The statutory accounts of OurIT for the year ended 31 December 2015 reported turnover, operating profit and profit before tax of GBP3.71 million, GBP0.286 million and GBP0.259m respectively. Capital expenditure in the year ended 31 December 2015 was insignificant. Net and gross assets at that date were GBP0.49 million and GBP1.07 million respectively.
The statutory accounts of Brightvisions for the year ended 31 December 2015 reported turnover, operating profit and profit before tax of GBP1.46 million, GBP0.165 million and GBP0.167m respectively. Capital expenditure in the year ended 31 December 2015 was insignificant. Net and gross assets at that date were GBP0.32 million and GBP0.53 million respectively.
Consideration
Initial consideration of GBP4.75 million less the net debt plus working capital of OurIT Group at 31 January 2017 (“Net Debt”) is payable in cash. Further consideration of up to GBP3.75 million, less the Net Debt plus working capital, may be payable in cash dependent upon the trading performance of OurIT Group post-acquisition. The total consideration will be funded out of AdEPT’s new bank facility, with headroom in the facility to support further acquisitive growth.
