Acquisition of Finalysis, Issue of Equity & TVR
For immediate release
31 January 2020
Aquila Services Group plc
("Aquila" or the "Company" or the "Group")
Acquisition of Finalysis (UK) Limited
Issue of Equity and Share Options
Total Voting Rights
Aquila, a company established to acquire and operate growing businesses in the affordable housing services sector, is pleased to announce that the Group has today acquired Finalysis (UK) Limited ("Finalysis"), a consultancy business providing treasury and banking services for £130,000 (the "Acquisition").
The annual report and unaudited financial statements of Finalysis, at 31 March 2019, report turnover for the 12 months of £321,645 and profit before taxation of £98,181.
Finalysis was established in 2002 to provide a full range of treasury and banking services to both the public and private sectors. Today the company is regarded as a market leader, dealing in the main, with Higher and Further Education Institutions, Housing Associations and Charitable Organisations.
Finalysis provides a range of services tailor made for each client covering areas such as:
§ Debt advisory - new finance and debt restructuring
§ Debt negotiation and mediation
§ Payment card services benchmarking review and tenders
§ Banking services value for money review and tendering
§ Treasury management policy and strategy
§ Banking market review and key market information
The team of 6 has developed a strong and loyal client base of higher and further education institutions, delivering flexible services in a tailored and personal way. Based in East Sussex, they work across the UK.
Finalysis will join Aquila's existing treasury and finance consultancy team at Aquila Treasury and Finance Solutions Limited "ATFS", complementing and expanding the existing offer with expert knowledge in education sector finance.
This acquisition provides strong opportunities for collaboration across the subsidiaries of the Group; Altair, ATFS, Oaks and the investments in IT consultancy 3C, and Fintech platform AssetCore. The acquisition increases the Group's offer to the higher and further education sectors, where it already has a presence through sport and education consultancy Oaks; as well as widening its offer to existing clients in housing and regeneration. It also expands the capacity to support a wider range of clients, with a broader range of services. This will benefit both existing and new clients.
Steve Douglas CBE, CEO of Aquila and one of the founding partners of Altair commented:
'The acquisition sees Aquila Services Group plc extend our offering in the wider education sector and therefore helps us fulfil our vision of making a real difference to communities, housing, regeneration and people's lives in the UK and beyond.
We are thrilled that the experienced team at Finalysis have chosen to become a part of the group and lead our work across treasury and finance in the higher and further education sectors. We look forward to further collaboration and growth between the group's subsidiaries, in order to build on our track record in supporting organisations to grow, change and be resilient.'
Details of the Acquisition, Issue of Equity and Share Options
The Company has today signed the share purchase agreement (the "SPA") to acquire Finalysis for £130,000. The consideration is being satisfied by a payment of £100,000 in cash and £30,000 in new ordinary shares of Aquila. Accordingly, a total of 85,714 new ordinary shares of 5p each in the Company have been issued at the price of 35 pence per share, being the mid-market closing price on the business days prior to signing of the SPA, (the "Consideration Shares").
Application will be made to the Financial Conduct Authority and to the London Stock Exchange for 85,714 Consideration Shares, representing 0.23% of the Company's enlarged issued share capital, to be admitted to the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). Admission is expected to take place on or around 6 February 2020.
Subject to limited exceptions, the Consideration Shares, which on Admission will rank pari passu with the existing ordinary shares in the Company, are subject to restrictions whereby they cannot be transferred or disposed of for a period of one year from completion and, for a further calendar year thereafter, the Consideration Shares must only be transferred or disposed of in accordance with orderly market arrangements.
In addition, on completion of the Acquisition two directors of Finalysis are being issued with share options to the value of £30,000 each based on the closing mid-market price of the Company on the business days prior to signing of the SPA. The share options will allow each holder to purchase ordinary shares in Aquila after two years from the date of signing of the SPA at an exercise price of 35 pence per ordinary share and will lapse after 5 years if not exercised.
Total Voting Rights
In conformity with rule 5.6.1 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (the DTRs) the Company is notifying the market of the following:
As at Admission, the Company's issued share capital will consist of 37,937,905 ordinary shares of 5p each with voting rights. There are no shares held in treasury.
The above figure of 37,937,905 may therefore be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the DTRs.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
For further information please visit www.aquilaservicesgroup.co.uk or contact:
Aquila Services Group plc
Group Finance Director and Company Secretary
Tel: 020 7934 0175
Beaumont Cornish Limited, Financial Adviser
Tel: 020 7628 3396
Notes to editors:
About Aquila Services Group plc
Aquila is the London Stock Exchange listed parent company of: Altair Consultancy and Advisory Services Ltd, a specialist housing consultancy; Aquila Treasury and Finance Solutions Ltd, an FCA authorised and registered subsidiary of treasury management advisors; and Oaks Consultancy Ltd, specialist consultancy in sport, education and the third sector, as well as investment in 3C Consultants Ltd, one of the largest providers of IT consultancy to the UK social housing sector, and AssetCore Limited, a platform for storing and managing loan security information with links to lenders, legal advisors, and security trustees.
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