16th Jul 2014 10:02
LONDON (Alliance News) - ISG PLC Wednesday said it has acquired a 50.1% stake in Interior ISG Espana SA , a newly-formed company, from its six owner managers for an initial consideration of EUR2.2 million, which could rise to EUR4.7 million subject to performance.
Interior ISG Espana owns Diseños y Adecuaciones SL and Emerald Telecom and Data Center SA. It also owns a 90% stake in a fledgling fit out business in Lima, Peru.
Diseños y Adecuaciones provides office and retail fit out services, while Emerald offers data center and engineering services, both operate from offices in Madrid.
ISG said Javier Cirac, managing director of Interior ISG, and the company's five other founding directors will retain a 49.9% stake in the business and will continue to manage the operations going forwards.
At completion, EUR200,000 will be invested as new capital into the company with EUR2 million paid to the selling managers, of which EUR1.5 million will be in cash and the balance of EUR500,000 in ISG shares.
ISG said the deferred consideration of EUR2.5 million is payable in three potential instalments over three years ending December 2017, based on the achievement of certain pretax profit targets.
The first EUR500,000 of deferred consideration will be settled 75% in cash and the balance in ISG shares. The remaining consideration will be settled 50% in cash and the balance in ISG shares. All shares issued to the vendors are subject to phased lock-in periods over two years from the date of issue and orderly market undertakings, ISG said
At completion, 66,579 ISG shares will be issued to the sellers based on a price of GBP2.98 per share and a further EUR250,000 of ISG shares will be issued at the end of the warranty retention period in June 2016.
For the year ended December 31, Diseños y Adecuaciones and Emerald reported combined pretax profit of EUR580,000 and revenue of EUR7.8 million.
ISG shares were quoted down 0.9% at 295.30 pence Wednesday morning.
By Anthony Tshibangu; [email protected]; @AnthonyAllNews
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