Utilitywise (AIM:UTW), a leading independent utility cost management consultancy which was admitted to AIM on 12 June 2012, is pleased to announce the acquisition of independent energy consultancy Clouds Environmental Consultancy Limited.
Clouds, based in Portsmouth, is an independent consultancy specialising in energy management services which are designed to help clients identify areas of potential energy and cost savings. Its team of highly qualified energy consultants helps businesses effectively manage their clients’ energy and environmental impact and, in so doing, improve resource efficiency and reduce business overheads. The Clouds team will continue to operate from Portsmouth and will provide Utilitywise with additional technical capabilities for its suite of energy management products.
The total consideration is for a maximum of £985,000 with an initial £600,000 paid on completion, (subject to adjustment on the basis of completion accounts) with the balance of up to £385,000 payable over the next 12 months, depending on certain EBITDA targets being met. The acquisition will be financed equally from the Company’s cash resources and through the issue of new ordinary shares in Utilitywise. Clouds reported revenue of £945,000 and EBITDA of £185,000 in the year ending 30 April 2012.
With capacity to grow the Clouds team, the acquisition will provide Utilitywise with a new base from which to address the South of England, and further extends its coverage of the UK market. Clouds has a range of products and services which complement and extend the existing Utilitywise offerings in the areas of legislative Compliance, Auditing and Surveying and Feasibility and Design. They have an established market presence in both the public and private sectors and will bring to Utilitywise an extensive customer base, including customers such as British Airways, Telefonica O2, Eli Lilly, Thales, NHS Heath Trusts and The National Gallery.
Geoff Thompson, Chief Executive of Utilitywise, commented, “We are pleased to have completed our first acquisition since admission to AIM in June 2012. It has been our stated strategy to complement our organic growth with acquisitions that enhance and broaden our products and services. We have followed Clouds’ progress for many years and I am confident that their team of market leading energy consultants, strong customer base and geographic platform will be of great long term benefit to Utilitywise.”
Issue of Equity
Application has been made for the admission of 394,736 new ordinary shares of 0.1p each (“New Ordinary Shares”) in the capital of the Company to trading on AIM. It is expected that admission will occur and dealing will commence in the New Ordinary Shares on 4 October 2012. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares currently trading on AIM.
The total number of Ordinary Shares in issue is therefore now 61,820,578. For the purposes of the Financial Services Authority’s Disclosure and Transparency Rules, the Company’s total issued share capital following Admission will consist of 61,820,578 Ordinary Shares of 0.1p each, with one voting right per share. There are no shares held in treasury.
The total number of voting rights in the Company will therefore be 61,820,578.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest, in the Company, under the Disclosure and Transparency Rules.
The full RNS notice is available here.