IS Solutions Plc Proposes Acquisition Of Speed-Trap Holdings Limited
IS Solutions (AIM: ISL), is pleased to announce the proposed acquisition of Speed-Trap Holdings Limited, parent company to Celebrus Technologies Limited ("STH") for an aggregate consideration of approximately £7.5 million, to be satisfied partly in cash and partly by the allotment and issue of IS Solutions shares credited as fully paid ("Consideration Shares"), (the "Acquisition"). The cash element of the consideration will be c.£1.3 million which will be satisfied from the Company's existing cash facilities and an acquisition bank facility of £1.5 million.
Highlights of the Acquisition
- IS Solutions has conditionally agreed to purchase STH, a manager of highly detailed data feeds which provide individual consumer level data in relation to their interactions with websites, mobile applications and social media for an aggregate consideration of c.£7.5 million subject to an adjustment to reflect STH's net asset position at completion
- The Company will purchase the entire share capital of STH not already owned by it. At the date of this Circular, IS Solutions owns c.11% of STH shares
- Consideration will be satisfied partly in cash and partly by the allotment and issue of IS Solutions shares at a price calculated on the average closing middle market price for the 90 business days ended 19 December 2014
- Godfrey Shingles, the chairman of STH, will join the Board of IS Solutions as a non-executive director for a fixed term of one year
- Irrevocable undertakings have been promised from IS Solutions shareholders to vote in favour of the Acquisition representing approximately 75% of the existing issued ordinary share capital.
Strategic Rationale for the Acquisition
- Additional routes to market through partnering with large analytics companies using STH as a platform
- STH has a high quality base of customers including some blue chip corporates across banking, insurance, telecommunications, airlines, automotive, travel, governmental departments and education and training
- The Directors believe there are a series of cost savings to be gained through the absorption of a current trading partner.
John Lythall, Managing Director of IS Solutions, commented:
"The IS Solutions team looks forward to working more closely with STH and building on this solid partnership in the future, as having traded as a partner with STH for over 10 years we have a mutual respect and understanding of the businesses and culture."
"By acquiring the business and Celebrus brand it widens our portfolio offering and expertise as well as opening up a very exciting opportunity to access additional routes to market and new geographies; in addition, its high quality customer base significantly enhances our existing top class customer listing."
"The market for business intelligence and analytics is one of the fastest growing software markets. STH's product suite is well equipped to support the needs of key markets such as financial services, utilities and media organisations who are all looking at ways to individualise and personally target customers and thereby increase their ROI and productivity."
A Circular will be sent to shareholders on 24 December 2014 giving notice of a general meeting of IS Solutions to be held at10 a.m. on 20 January 2015 at Windmill House, 91-93 Windmill Road, Sunbury, Middlesex TW16 7EF. A copy of the Circular will be available on the Company's website www.issolutions.co.uk.