Proposed acquisition and chan

RNS Number : 2275L

Z Group PLC

07 January 2009

 



7 January 2009

Z GROUP plc

 ('Z GROUP' or 'the Company')

Proposed acquisition of Avisen Group Limited ('Avisen'), change of name to

Avisen plc and admission to trading on AIM

Z GROUP (AIM: ZGP), the investment company, is pleased to announce that it has today entered into a conditional acquisition agreement to acquire the entire issued share capital of Avisen.  

• Proposed acquisition of Avisen, change of name to Avisen plc and admission of Enlarged Issued Share Capital to trading on AIM with dealings expected to commence on 2 February 2009;

• Avisen is a business and technology consultancy specialising in performance management;

• Appointments to the Board of a management team with strong industry and consulting backgrounds. 

Jon Claydon, Non-executive Chairman of Z GROUP commented:

'Having reviewed a large number of potential acquisition candidates, we believe Avisen's business and future prospects represent a significant opportunity for shareholders. 

Avisen's management team have grown the business rapidly in a relatively short period of time, both organically and with the acquisitions of Solution Minds (UK) Limited, which is now well integrated, and the Harvey Jones business, which is already showing promise. We are confident that they can continue to deliver growth, assisted by Z GROUP's cash resources.' 

Enquiries:

Z GROUP
Duncan Neale, Finance Director	020 7952 4043
Ian Smith, Non-executive Director
John East & Partners Limited (Nominated Adviser and Broker)
Bidhi Bhoma / Simon Clements	020 7628 2200

Introduction 

The Company is pleased to announce that it has today entered into a conditional acquisition agreement to acquire the entire issued share capital of Avisen.  

Avisen provides advisory services and software distribution of solutions in the corporate performance management market. Further information on Avisen and its business is set out below.

The consideration for the Acquisition will be satisfied by the issue of 86,666,667 new Ordinary Shares. Based on the closing middle market price of the Ordinary Shares on AIM on 6 January 2009, the last practicable date prior to the release of this announcement, the Consideration Shares are valued at £4.55 million.

Further details of the terms of the Acquisition are set out below under the heading 'Principal Terms of the Acquisition'. In connection with the Acquisition, the Company also proposes to apply for the Enlarged Issued Share Capital to be admitted to trading on AIM.

In order to reflect its new activities, it is proposed to change the Company's name to Avisen plc.

The Proposals are conditional, inter alia, on the passing of certain resolutions to be proposed at a general meeting to be held on 30 January 2009 and on Admission. It is expected that Admission will become effective and dealings in the Enlarged Issued Share Capital will commence on AIM on 2 February 2009.

Background information on the Company

Z GROUP was incorporated on 20 April 2005 and admitted to trading on AIM on 21 June 2005. At that time, the Company operated in the software and computer services sector. Following the disposal of its trading subsidiaries on 7 January 2008, the Company no longer had a trading business and accordingly the Company became an investing company pursuant to Rule 15 of the AIM Rules. In January 2008, the directors at that time stated that the Company intended to implement an investing strategy, in accordance with the AIM Rules, and seek a suitable investment opportunity for the Company, being a target in the technology, media or sciences sectors. Any potential acquisition would also need to satisfy the main criteria of having an experienced management team, a sizeable projected market for the target's products and/or services and the promising potential growth of that market.

The Independent Directors consider that Avisen meets the necessary criteria and they believe that the quality of Avisen's management team and the size of its target market justify their recommendation of the Acquisition to Independent Shareholders.

Information on Avisen

Overview

Avisen is a business and technology consultancy specialising in Performance Management with a focus on strategy creation, development and implementation. It provides advisory services and software distribution of solutions in the corporate performance management market. Avisen aims to provide specialist advice to enable organisations to build more effective capabilities in order to manage the performance of their business and allow them to achieve their desired targets. The solutions and advice provided by Avisen are used to assist clients in a number of areas including:

• Development and implementation of improved business strategies

• Profitability management and cost reduction services

• Business or corporate performance management

Corporate performance management ('CPM')

CPM encompasses the processes used to manage corporate performance (such as strategy formulation, budgeting, revenue planning and financial forecasting); the methodologies that drive facets of these processes (such as Balanced Scorecard or Value-based Management); and the metrics used to measure performance against strategic and operational performance goals. CPM provides the capability to support processes, methodologies and metrics, which are targeted at strategic users and corporate-level decision makers. These are key to establishing links between operational execution and strategy, and for leveraging business intelligence ('BI') investments to bring consistency to financial and operational reporting to improve business and regulatory reporting procedures.

Avisen's business

Avisen's business is conducted through two key brands, 'Avisen' and 'Solution Minds', and following Admission, its business will be conducted through four principal trading subsidiaries, being Avisen Limited, Avisen BV (operating in the Netherlands), Solution Minds UK Limited and Dawnglen Investments (Proprietary) Limited to be re-named Avisen (Proprietary) Limited (operating in South Africa). 

'Avisen'

The Avisen brand is the group's advisory services and traditional consulting brand, which is served by two trading entities in the UK and the Netherlands. Client work undertaken by these entities is positioned as 'technology independent' (i.e. not reliant on software applications) and the team utilised for these types of engagement have broad skills across business disciplines ranging from strategic planning, operational planning, Balanced Scorecard and operational excellence change programmes alongside an awareness of multiple technology platforms.

'Solution Minds'

Solution Minds is the group's technology enablement services brand. Client work is focussed on the CPM market and positioned as 'technology dependant', working with software vendors such as IBM Cognos and Microsoft (through the Harvey Jones business described below).

Dawnglen Investment (Proprietary) Limited has entered into an agreement to acquire the assets and business of Harvey Jones Systems (Proprietary) Limited, a specialist BI consultancy based in South Africa, which is an established operator in the CPM market.  Although completion of the acquisition is subject to certain regulatory approvals in South Africa, the trade of the Harvey Jones business, with effect from 31 October 2008, has been carried out for the benefit of  Avisen's subsidiary in South Africa, Dawnglen Investments (Proprietary) Limited (to be re-named Avisen (Proprietary) Limited). Following receipt of the requisite approvals, it will be Avisen's specialist Microsoft software and service provider, trading primarily in South Africa and in Europe.

'Keeping Strategy Alive'

Avisen's primary offering is a framework methodology called 'Keeping Strategy Alive'. It is underpinned by a process called PlanPoint® and, in the future it is intended that it will be served by a proprietary software solution called StrategyGPSTM. It is intended that StrategyGPSTM will be rolled out to clients during 2010 and will be focused on providing them with a greater strategic insight into their own business.

The basic principles behind PlanPoint® and Strategy GPS™ can be summarised as follows:

• PlanPoint® - this is Avisen's methodology to manage the strategic planning process.

• StrategyGPS™ - this is Avisen's proprietary software which is intended to enable clients to effectively and constantly measure their performance against predetermined goals or actions. The software will utilise the Planpoint® methodology to manage the planning cycle.

History

Avisen's business was established in April 2004 by its founding director, Andrew Turner. Subsequently, Marcus Hanke joined the business and became a director and equal shareholder in 13 November 2006. Avisen now has offices based in London, Amsterdam and Johannesburg with a total of 40 permanent employees, in addition to using the services of consultants and contractors on an ad hoc/project based basis.

Revenue Model

Revenue is generated through three types of service, which are described below:

• Advisory consulting - Charged on a professional day rate and, in certain circumstances, charged on an annual basis.

• Technology consulting - This service is similar to advisory consulting but is software specific. Consulting time is sold to implement a software application and is charged on a professional day rate.

• Software distribution - The software distribution follows normal software purchase and revenue recognition guidelines. This involves an upfront perpetual license fee followed by an annual support and maintenance charge. Avisen has software distribution agreements with a number of software vendors such as Tagetik and Profitbase. Avisen has also engaged Acorn Systems to define the potential UK and Ireland market, with a view to agreeing a distribution agreement in 2009.

Corporate clients and previous projects

Some examples of Avisen's existing and previous projects and clients are set out below.

Heineken

Avisen was engaged, together with other suppliers, to review the current state of Heineken's Performance Management cycle and processes in 2006. This involved the creation of a business case and a program to align processes across more than 80 operating companies (from breweries to sales operations) within Heineken. The program, codenamed 'CIL' (Corporate Information Logistics) is ongoing and being led internally by Heineken's Group Control & Accounting function. It covers all financial and managerial information processes, and is now in the implementation and rollout phase with an expected completion date in 2011.

BAE Systems

Solution Minds (UK) Ltd, now part of Avisen's group, was originally engaged to lead the implementation of a new enterprise resource planning (Maconomy ERP) solution as part of the Advanced Technology Centre division of BAE Systems ('BAE') in September 2000, which BAE now use across its entire Shared Services group. Solution Minds (UK) Ltd has since been engaged in several subsequent projects, the latest of which commenced in February 2007 and was completed in July 2008, to implement a replacement sales and operational planning solution at the Technology and Engineering Services section of BAE's Shared Services division.

The Performance Management market

Independent market research firm, Gartner estimated in November 2007 that the CPM software suites market will be worth $3 billion by 2011 with a compound annual growth rate of 14 per cent. Gartner state that budgeting, planning and forecasting applications are still the most commonly deployed components of CPM, but scorecards and dashboards have become more popular, driven by more strategically focused initiatives. It also states that mature economies in the US and Western Europe still form the majority of CPM activity and that demand for CPM suites is increasing from midsize enterprises, which represent one of the most dynamic areas of the business application software sector. 

AMR Research, in its 2008 report on BI and Performance Management spending, estimated that total global spending for BI and Performance Management programs will reach $57.1 billion for the year. It estimated that spending would be broken up into the following categories: BI (27 per cent.); dashboards and scorecards (23 per cent.); budgeting and planning (18 per cent.); analytics infrastructure (18 per cent.); and analytics applications (14 per cent.). It also estimated that companies plan to buy approximately $13.4 billion of BI/Performance Management-related software products in 2008.

Barriers to entry and competition

CPM is largely served by traditional consulting organisations, some offering solutions with technology, others without. At one end of the spectrum there are very small companies (perhaps consisting of only one or two individuals) who serve a specific industry, based on experience gained during their career. On the other end of the spectrum, there are large global consultancies such as McKinsey, Accenture, Cap Gemini, Deloitte and IBM.

The Proposed Directors believe there is an opportunity to offer methodologies or automated solutions which the customer can operate independently. Solutions typically, by design, come with a built-in dependency for almost continuous use of consultants to develop and implement them. The Proposed Directors believe that the use of Avisen's StrategyGPS™ solution could constitute a significant step-change in providing organisations with the internal capability to formulate and execute their strategy and should relieve their dependency on external support to realise their long term goals and ambitions.

Historic financial results and current trading

	Fifteen month period ended 31 March 2006	Year ended 31 March 2007	Year ended 31 March 2008	Six month period ended 30 September 2008
	£	£	£	£
Revenue	103,872	863,563	4,020,397	1,730,947
Profit before tax	93,856	208,486	482,146	320,883

Since the end of the six month period ended 30 September 2008, Avisen's trading has been broadly in line with the expectations of the Proposed Directors, with consistent monthly revenues from its core client contracts. 

In contemplation of completion of the acquisition of the business and assets of Harvey Jones, Avisen has made certain restructuring changes, which are expected to result in significantly lower overheads in the current financial year ending 31 December 2009, particularly in the areas of marketing and direct lead generation. The Proposed Directors anticipate further cost savings in 2009 through the transfer of its maintenance and support function to the Harvey Jones business in South Africa.

Avisen has re-focused its software distribution business around Acorn and ProfitBase and is currently experiencing particular interest in the Acorn software as a profit management and cost reduction tool. Avisen is currently in discussions regarding two significant potential client contracts that the Proposed Directors hope will materialise in 2009. 

Both the Solution Minds and Harvey Jones businesses have a strong outlook for the first quarter of 2009.

Principal terms of the Acquisition

The Company has today entered into the Acquisition Agreement pursuant to which it has conditionally agreed to acquire the entire issued share capital of Avisen, the consideration for which is to be satisfied by the issue of the Consideration Shares (representing 78.49 per cent. of the Enlarged Issued Share Capital), on Admission.

The Acquisition Agreement contains warranties from the Vendors in relation to the business, assets and affairs of Avisen and its subsidiaries and certain indemnities from the Vendors concerning Avisen's most recent acquisitions of Solution Minds (UK) Ltd and the assets and business of Harvey Jones Systems (Proprietary) Limited and in respect of corporation tax and other tax liabilities of Avisen and its subsidiaries for the period prior to completion of the Acquisition.

The Acquisition Agreement is conditional, inter alia, upon Admission becoming effective by not later than 27 February 2009 and on the passing of the Resolutions. 

New Board

Jon Claydon will remain as a Non-Executive Chairman of the Company following Admission. In addition, Marcus Yeoman will also remain on the Board as a Non-Executive Director and Duncan Neale as Finance Director. Marcus Hanke, Andrew Turner, Louis Peacock and Keith Jones will each join the Board. Marcus Hanke will be appointed Chief Executive Officer. Andrew Turner, Louis Peacock and Keith Jones will each become executive Directors. Mr Turner will be responsible for software distribution, Mr Peacock will be responsible for European sales and operations and Mr Jones will be responsible for African, Middle Eastern and Asian sales and operations.

Ian Smith will resign as a director of the Company on Admission.

Jon Claydon (aged 47), Non-Executive Chairman

Jon Claydon started his career at Cargill Inc., working as a senior trader in its Geneva office. In 1990, he left to establish the marketing agency Claydon Heeley. In 2000 the agency was sold to American marketing services group Omnicom Group Inc. and Mr Claydon went on to become chairman of the marketing services group Zulu Network (a division of Omnicom Group), in the process co-founding the digital agencies Agency Republic Limited. He left Omnicom in 2007. In 2008, he was appointed Non-Executive Chairman of Z GROUP and is presently chairman of a digital agency Work Club Limited.

Marcus Yeoman (aged 45), Non-Executive Director

Marcus Yeoman has 20 years experience as a director of small companies. He is currently a non-executive director of three PLUS quoted companies, as well as holding directorships of a number of private companies which have engaged him principally to assist them with their growth strategies. His early career started with the formation of three companies in IT infrastructure and distribution, after which he moved into small company broking and corporate work with Rathbone Stockbrokers Limited and Cheviot Capital (Nominees) Limited. In 1999, he led a management buy-in into a golf products company with external debt and equity funding. Since 2003, he has been acting as a consultant or non-executive director to smaller companies in the high growth sector. He has also assisted a number of quoted companies with M&A work.

Duncan Neale (aged 39), Finance Director

Duncan Neale qualified as a chartered accountant with Price Waterhouse, now PricewaterhouseCoopers, in London. He spent the early part of his career as group financial controller at Quantum Energy Derivatives PLC (now part of Corona Energy Limited) in which he played an active role in the transformation of the business from being a small energy broker to being one of the largest independent energy supplier to businesses in the UK. Most recently, Mr Neale assisted with the flotation of IX Europe plc (now part of Equinex Inc.). He joined Z GROUP as a consultant in February 2006 and was formally appointed as finance director in September 2006.

Proposed Directors

Marcus Hanke (aged 37), Proposed Chief Executive Officer

Marcus Hanke began his career at Price Waterhouse (now PricewaterhouseCoopers). He qualified as a chartered management accountant and has since worked in industry with Compass Group Plc and consulting with KPMG and Deloitte. In 2003, he formed an independent Performance Management company which was subsequently acquired by Cognos Inc. in 2004. In 2006, Mr Hanke joined Avisen as Managing Partner and has led the growth of the services business and the diversification into software distribution.

Over the last 10 years Mr Hanke has led several corporate Performance Management programs rolled out in Europe, the Middle East and Africa and has advised some global software application vendors in this area. He specialises in corporate performance management, Value-based Management and the technology enablement of these processes.

Andrew Turner (aged 42), Proposed Director

Andrew Turner has over 18 years experience working with Global 2000 organisations, software authors and leading consulting organisations. In his previous role as chief operating officer of Tesco Mobile and as retail operations director, Tesco Telecoms, he was part of the founding team of the new telecoms business unit within Tesco plc from 2003. Prior to telecoms, he spent a number of years in marketing and operations roles within Tesco's financial services joint venture with Royal Bank of Scotland plc.

Prior to Tesco, he worked for MPS Group (NYSE:MPS) as operations director, where he was involved in driving the growth of their e-Business consulting organisation: Idea Integration. Mr Turner has also held senior marketing, product management and sales positions with SAP from 1997 to 1998 and worked with General Electric from 1993 to 1997 across their industrial and services businesses in information management and business change roles in UK and Europe.

Louis Peacock (aged 38), Proposed Director

Louis Peacock was born in South Africa where he qualified as a chartered accountant with Arthur Andersen before moving to the UK in 1996. He has 15 years of commercial, enterprise resource planning ('ERP') systems implementation, corporate performance management and business process re-engineering experience, the majority of this being with Maconomy A.S., the ERP software vendor which is listed in Copenhagen. Prior to joining Avisen, Mr Peacock was managing director of Solution Minds (UK) Ltd, a planning and business intelligence solutions business. Solution Minds (UK) Ltd was acquired by Avisen in January 2008.

Keith Jones (aged 44), Proposed Director

Keith Jones is a South African citizen and has over 20 years experience in the IT industry and more than 10 years in the Performance Management market. He has worked across Europe with clients including JP Morgan Chase and UBS before returning to South Africa to co-found Harvey Jones Systems (Proprietary) Limited in 1997.  Mr Jones grew the Harvey Jones business to be an international and award winning company which achieved recognition globally with Microsoft prior to its acquisition by Avisen in 2008.

Change of accounting reference date

It is proposed that the Company's financial year end will be changed from 28/29 February to 31 December, resulting in a 10 month accounting period ending 31 December 2008.

The Enlarged Group will, therefore, report audited financial information for the 10 month period ended 31 December 2008, on or before 30 June 2009, and subsequently produce its half yearly report to 30 June 2009 within three months of that date, and its Annual Report and Accounts for the year ending 31 December 2009 within six months of that date.

Lock-in and orderly market arrangements

Under the terms of lock-in agreements, each of the New Board and, to the extent not included in the foregoing, each of the Vendors has undertaken to the Company and JEP that he or she will not (and will procure that any person with whom he or she is connected will not) sell or otherwise dispose of any interest in Ordinary Shares beneficially owned or otherwise held or controlled by him or her for a period of 12 months following Admission, save in limited circumstances such as, inter alia, a takeover becoming or being declared unconditional; the giving of an irrevocable undertaking to accept an offer; or a disposal pursuant to a court order, or required by law or any competent authority. Each of the New Board and, to the extent not included in the foregoing, each of the Vendors has also undertaken that for a further period of 12 months after the first anniversary of the date of Admission, he or she will not (and will use all reasonable endeavours to procure that no person connected with him or her shall) dispose of any Ordinary Shares, save in certain limited circumstances, without the consent of JEP (such consent not to be unreasonably withheld).

Irrevocable undertakings to approve the Proposals

Ian Smith and John Claydon (as Directors and Shareholders) and certain Shareholders, namely Jack Bekhor and Jamie True, have irrevocably undertaken to the Company to vote in favour of the Resolutions to be proposed at the General Meeting, in respect of their aggregate beneficial holdings totalling 12,012,248 Existing Ordinary Shares, representing approximately 50.59 per cent. of the Existing Ordinary Shares.

Dividend Policy

The New Board's objective is to grow the Enlarged Group's business. Future income generated by the Enlarged Group is likely to be re-invested to implement its growth strategy. In view of this, it is unlikely that the New Board will recommend a dividend in the early years following Admission.

However, the New Board intends that the Company will recommend or declare dividends at some future date once they consider it commercially prudent for the Company to do so, bearing in mind the financial position and resources required for its development.

Admission Document and General Meeting

The Admission Document which comprises a circular to Shareholders and notice of General Meeting will be posted to Shareholders and will be available from the Company's website, www.zgroupplc.com, later today. The General Meeting of the Company has been convened for 10.00 a.m. on 30 January 2009 at the offices of Orrick, Herrington & Sutcliffe, Tower 42, Level 35, 25 Old Broad Street, London EC2N 1HQ. 

  DEFINITIONS

'Acquisition'	the proposed acquisition by the Company of the entire issued share capital of Avisen pursuant to the Acquisition Agreement
'Acquisition Agreement'	the conditional agreement dated 7 January 2009 between (1) the Company, (2) the Vendors and (3) JEP further details of which are set out in paragraph 10.1.1 of Part V of the Admission Document
'Admission'	admission of the Enlarged Issued Share Capital to trading on AIM and such admission becoming effective in accordance with Rule 6 of the AIM Rules
'Admission Document'	the document relating to Admission comprising the circular to Shareholders and notice of the General Meeting of Z Group to approve the Acquisition which will be posted to Shareholders today
'AIM'	AIM, the market of that name operated by the London Stock Exchange
'AIM Rules'	the AIM Rules for Companies published by the London Stock Exchange
'Avisen'	Avisen Group Limited, a private limited company registered in England and Wales under number 5185468
'Board' or 'Directors'	the existing directors of the Company, whose names appear in the Admission Document
'Company' or 'Z GROUP'	Z GROUP plc, a public limited company registered in England and Wales under registered number 5429800
'Consideration Shares'	the 86,666,667 new Ordinary Shares to be issued to the Vendors as consideration for the Acquisition pursuant to the Acquisition Agreement
'Enlarged Group'	the Company as enlarged by the Acquisition, to include Avisen and the Subsidiaries
'Enlarged Issued Share Capital'	the issued ordinary share capital of the Company following Admission
'Existing Ordinary Shares'	the 23,745,879 Ordinary Shares in issue at the date of this announcement
'General Meeting'	the general meeting of the Company, to be held at the offices of Orrick, Herrington & Sutcliffe, Tower 42, Level 35, 25 Old Broad Street, London EC2N 1HQ on 30 January 2009 at 10.00 a.m. and any adjournment thereof to be held for the purpose of considering and, if thought fit, passing the Resolutions
'Independent Directors'	the Directors at the date of this announcement other than Marcus Yeoman
'Independent Shareholders'	the Shareholders other than Marcus Yeoman and Marcus Hanke
'JEP'	John East & Partners Limited, the Company's nominated adviser and broker

'London Stock Exchange'	London Stock Exchange plc
'New Board'	Jon Claydon, Marcus Yeoman, Duncan Neale and the Proposed Directors
'Notice'	the notice convening the General Meeting, which is set out at the end of the Admission Document
'Ordinary Shares'	ordinary shares of £0.05 each in the capital of the Company
'Proposals'	means (a) the Acquisition; (b) the change of name of the Company; (c) the Waiver; and (d) Admission
'Proposed Directors'	the proposed directors of the Company whose names are listed in the Admission Document and whose appointments will become effective on Admission
'Resolutions'	the resolutions set out in the Notice
'Shareholders'	holder(s) of Existing Ordinary Shares
'Subsidiaries'	the subsidiaries of Avisen, being Avisen Limited, Avisen B.V., Avisen L.L.C., Solution Minds (UK) Ltd, Solution Minds Ltd, Solution Minds (Proprietary) Limited and Enfourmen Limited
'UK' or 'United Kingdom'	the United Kingdom of Great Britain and Northern Ireland
'Vendors'	Marcus Hanke, Andrew Turner, Louis Peacock, Odette McMahon, Mark Waller, Andrew Glenday, Graham Galloway and Raymond Althof, details of whom are set out in Part I of the Admission Document

GLOSSARY

'Balanced Scorecard'	The balanced scorecard is a performance management tool which has been developed from a concept of measuring whether the smaller-scale operational activities of a company are aligned with its larger-scale objectives in terms of vision and strategy.
'BI'	Business intelligence, specifically skills, knowledge, technologies, applications and practices used to help a business acquire a better understanding of market behaviour and business context. Businesses may refer to the collected information itself or the explicit knowledge developed from the information. BI applications provide historical, current, and predictive views of business operations, most often using operational data.
'CPM'	Corporate performance management is a set of processes that help organisations optimise their business performance. It is a framework for organising, automating and analysing business methodologies, metrics, processes and systems that drive business performance. CPM helps businesses make efficient use of not only their financial, but also their human, material and other resources.
'Performance Management'	Performance management is a tool designed to help organizations achieve their strategic goals. Performance management techniques are designed to help ensure that an organisation's data works in the furtherance of organisational goals to provide information that is actually useful in achieving them.
'Value-based Management'	This is a management approach that is designed to ensure companies are run consistently on value, i.e. typically to maximise shareholder value. Value-based Management comprises three key concepts - 'Creating Value' (ways to actually increase or generate maximum future value), 'Managing for Value' (governance, change management, organizational culture, communication, leadership) and 'Measuring Value' (valuation).

 

END

 

 

ACQBRMMTMMMMMIL