1st Jul 2005 12:40
Spice Holdings PLC01 July 2005 SPICE ACQUIRES LAMVA LIMITED Spice Holdings plc ("Spice" or the "Group"), the provider of outsourced supportservices to the UK electricity, telecoms and water sectors, announces that ithas conditionally acquired the entire issued share capital of Lamva Limited("Lamva") for a total net consideration of £5.9 million, subject to adjustmentbased on the net working capital at completion. Acquisition Highlights * Lamva is a specialist provider of civil and electrical services to the electricity utility sector; * Consideration to be settled as to £6.4 million in cash and £0.5 million in shares ("the Consideration Shares") in Spice. Lamva is being acquired with estimated £1.0 million of cash, resulting in total net consideration of £5.9 million; * 324,331 Consideration Shares to be issued at 174.21 pence per share; * Completion is subject to the Admission of the Consideration Shares onto AIM; * Net consideration represents a multiple of 4.1 times adjusted operating profits; * Reinforces Spice's presence and expertise in higher value specialist electricity services market; and * Moves Spice into overhead line work and greatly increases its major projects capability. Lamva provides civil and electrical services to the electricity utility sector.Its range of services includes switchgear changes; new connections; overheadline renewal and maintenance; electrical and civil design services and wayleavesservices. It operates primarily in the East and South of England and employs 215people. Its customers include electricity distribution companies and windfarmoperators. The business was established in 1998 by David and Christine Cantwelland grew following the appointment of a managing director, Andrew Catchpole, andsenior managers from the electricity industry in 2001. David and ChristineCantwell will be resigning as Chairman and Company Secretary with effect fromcompletion. The other directors will remain with the business. Spice has worked alongside Lamva as fellow Key Strategic Partners of EdF Energy,the distribution network operator which covers much of Eastern and SouthernEngland, and we have had joint working arrangements for many years. In 2004,Lamva was named as one of the 100 fastest growing companies in The Sunday Times/Virgin Atlantic Fast Track 100 Awards being the fastest growing private companyin the East of England. The consideration will be settled as to £6.4 million in cash and £0.5 million inshares in Spice. 324,331 shares have been issued and allotted at an issue priceof 174.21 pence to satisfy the Consideration Share requirement and anapplication has been made to the London Stock Exchange for the admission ofthose shares to the Alternative Investment Market ("Admission"). Completion ofthe transaction is subject only to Admission. Admission to AIM of theConsideration Shares is expected to take place on 7 July 2005. The ConsiderationShares will be issued credited as fully paid and will rank pari passu in allrespects with the existing issued ordinary shares in the Spice (including theright to receive all dividends and other distributions declared or paid thereonfollowing admission). The audited financial statements of Lamva for the period ended 31 March 2005showed turnover of £15.5 million, operating profits of £1.4 million and pre-taxprofits of £1.5 million (after adjusting in each case for the costs of resigningdirectors and other non-recurring employment costs) with total net assets of£2.0 million. The total consideration payable is £6.9 million but, atcompletion, it is estimated that the business will have £1.0 million net cashavailable making the effective net consideration payable £5.9 million. Afteradjusting for the cash acquired with the business and for the non-recurringemployment costs of resigning directors, the adjusted net considerationrepresents a multiple of 4.1 times operating profits. Lamva's current business activities will be rebranded under the Freedom name(the trading name of Spice's Electricity Services Division) as the services itprovides are of a similar nature to those provided by Freedom. Simon Rigby, CEO of Spice Holdings, said: "Lamva is a highly regarded supplierof skilled services into the electricity sector and will be an excellentaddition to our Electricity business. A well trained and skilled workforce iskey to the continued development of our Electricity Services Group as a wholeand Lamva assists greatly in this respect. It has a strong presence in Easternand Southern England and as part of our Freedom businesses will help us developour activities in those regions. Additionally, it enhances our ability tocontinue our expansion in other parts of the country. It will significantlyreinforce our presence and expertise in this sector. Lamva has a higherproportion of engineering support activities than Spice and therefore moves usconsiderably up the value chain. It will greatly increase our major projectscapability as well as moving us into overhead line work." Andrew Catchpole, Managing Director of Lamva said: "We have known of and workedwith Freedom for several years and are delighted to be joining the Spice Group.Lamva has developed a strong presence in its market and the amalgamation withFreedom will enable us to move into new geographical areas. Together we willprovide a talented and skilled workforce, which delivers high quality services." Andrew Catchpole will assume the role of Operations Director within theElectricity Services Division of Spice. For further information, please contact: Spice Holdings plc Tel: 0113 384 3838Simon Rigby, Chief Executive OfficerCarl Chambers, Corporate Development Director Rawlings Financial PR Limited Tel: 01756 770 376Catriona Valentine NOTES TO EDITORS SPICE HOLDINGS PLC Spice is a support services business operating predominantly in the utilitiessector. The Group's operations were founded in 1996 and have their origins inthe electricity industry, though the range of activities has since been expandedinto the water sector, niche telecommunications services and the public sector.Spice's businesses have a common theme of delivering and coordinatinginfrastructure services to customers (typically in regulated industries), andthe technological element within the product mix has been built up significantlyover the course of the last three years. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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