Acquisition of Archive Solutions and Placing

RNS Number : 6615N

Restore PLC

02 October 2012

 



2 October 2012

Restore plc

Acquisition of Archive Solutions (Drawlin Limited) and Placing of new Ordinary Shares to raise £3.0 million

Restore plc ("Restore" or "the Company") is pleased to announce that it has acquired Archive Solutions, a Manchester-based records management business (incorporated as Drawlin Limited), for an initial consideration of £2.6m.

The Company also announces its intention to place 3,225,096 new ordinary shares at 93p each, raising £3.0m before expenses. The placing proceeds will be used to fund the cash consideration of the acquisition and to fund further bolt-on deals.

Founded in 2004, Archive Solutions provides a nationwide records management service operating from two sites in the Manchester area and serving customers predominantly across the North West of England. As part of the transaction, Claire Dunn, managing director of Archive Solutions, has joined Restore and an earn-out has been put in place.

The amount payable under the earn-out will be dependent on the performance of Archive Solutions over the next three years and will be paid to its shareholders in 2015. Of the £2.6 million initial consideration, Restore will pay £2.34 million for 90% of Archive Solution's equity immediately upon completion and the remaining £260,000 for the outstanding 10% of the equity as a deferred payment in December 2012.

For the 12 months to 30 June 2012, Archive Solutions recorded an adjusted EBITDA of £478,000 (2011: £410,000) on a turnover of £1.26m (2011: £1.14m). At completion, the business had net assets of £380,000 including cash of £100,000.

The acquisition of Archive Solutions will further strengthen Restore's position as one of the UK's leading providers of records management whilst expanding its presence in Manchester. Restore currently operates in the Manchester area in both records management and commercial relocations, and plans to integrate its records management operations rapidly in the months ahead.

Geraldton Services Inc ("Geraldton"), which currently owns 51% of Restore's issued share capital, is not participating in the placing of new ordinary shares. In consequence, Geraldton's shareholding will decrease to 48% on completion of the placing.

Application has been made for the new ordinary shares to be admitted to AIM. In addition, following the exercise of options unrelated to the share placing, application has been made for the admission of a further 364,200 shares to trading on AIM.  The admission of both tranches of new shares is expected to occur on 3 October 2012.

Following admission of the new shares, the total number of voting rights of the Company's ordinary shares will be 68,207,932.

Charles Skinner, Chief Executive of Restore plc, said:

"Restore has been looking to gain a broader presence in the Manchester area for some time and the acquisition of Archive Solutions provides a suitable platform to accelerate our growth. The Board looks forward to the contribution to the Group that Archive Solutions will make."

For further information please contact:

Restore plc

Charles Skinner, Chief Executive Tel: [phone]

Adam Councell, Group Finance Director Tel: [phone]

Cenkos Securities

Adrian Hargrave Tel: [phone]

FTI Consulting

Nick Hasell Tel: [phone]

 

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