Access Intelligence PLC
02 June 2005
FOR RELEASE 7.00AM 2 JUNE 2005
ACCESS INTELLIGENCE PLC
(Range of companies providing information, advice and services to small and
medium sized businesses and the public sector)
Acquisition of Ridgeway Technologies Limited
Admission to AIM
* Acquisition of Ridgeway Technologies Limited for an initial consideration
* Further £1.1 million based on 2005 performance
* Underlying profits of £150,000
* Acquisition strengthens Access Intelligence's position in the growing
field of data storage, backup and recovery and increases the range of IT
services it can offer businesses
* Business to be integrated with Access Intelligence's Backup and Running
* Cross-selling opportunities
Outlook and Current Trading
* Access Intelligence
+ Group now beyond breakeven on a month to month basis.
+ Still £2 million cash after this acquisition
+ Acquisitions still a priority
+ Willow has traded well from the start of 2005
+ Profitability ahead of the same period last year and ahead of budget.
+ Recurring revenues are in excess of £1 million annually and continue
+ Active resellers increased by 47 per cent.
Jeremy Hamer, the Chairman of Access Intelligence, commented:
'We are delighted to announce the first step in our strategy of building a
portfolio of companies which provide information, advice and services to
business and public sector organisations on a recurring revenue basis and we are
continuing to target businesses which we believe will add value to the Group.
We are confident that every business in the Enlarged Access Intelligence Group
will show growth in the year to November 2005 and, with the addition of
Ridgeway, there will be increased opportunities for the cross selling of
services providing us with a strong platform for future growth.'
For further information:
Jeremy Hamer (Chairman) 01904 520840
Brendan Austin (Chief Executive) 01904 520840
Colin Davies (Finance Director) 01904 520840
Brian Coleman-Smith / Jo Clewlow 020 7053 6400
Rhod Cruwys 020 7626 2244
FOR RELEASE 7.00AM 2 JUNE 2005
ACCESS INTELLIGENCE PLC
Acquisition of Ridgeway Technologies Limited
Admission to AIM
The Company is pleased to announce that it has today conditionally agreed to
acquire the entire issued share capital of Ridgeway, the owner of Willow, a
provider of specialist IT service for the backup and storage of data for an
initial consideration of £700,000. Deferred consideration of up to £1,100,000 is
payable in the event of Willow meeting future performance targets. Further
details regarding the terms of the Acquisition are set out below.
Under the AIM Rules this transaction is deemed to be a reverse take-over and as
a consequence requires the approval of Shareholders in general meeting.
The purpose of this announcement is to provide Shareholders and the media with
the background to and information on the Acquisition.
Background to and reasons for the Acquisition
The Company was incorporated in June 2003 and in November of that year acquired
Access Intelligence Limited which owned three businesses, The Marketing Guild,
Wired Gov and Backup and Running. The common links between these businesses are
that they provide practical services and advice to small and medium sized
companies and public sector organisations. The services provided are
subscription-based and provide a foundation for expansion by means of recurring
annual revenues. Further information on the Group's businesses is set out below.
The Marketing Guild
The Marketing Guild provides practical marketing help and advice aimed at small
and medium sized businesses. This is delivered through regular newsletters, a
helpline and training seminars for which members pay a fee based on the level of
service they require. In addition, members have access through the helpline to
''MAGiC'', a database containing ideas and tactics, which offers strategies to
Wired Gov provides its subscribers with immediate press releases from the
government and other public sector organisations via its website and e-mail
alert system. Income is derived from subscriptions and sponsorship. Subscribers
to the service can specify from which organisations they wish to receive
information and additionally use key word searches. An archive system is also
available. Wired Gov has approximately 10,000 registered users.
Backup and Running
Backup and Running provides small and medium sized organisations with a disaster
recovery service for computerised information. The software is made available
under a licence from Novastor Corporation Inc. The software allows users to
configure an operating system to specify which files are to be backed up and the
frequency of the routine. The specified information is encrypted then sent to a
remote storage facility. The software has several facilities including an
archive facility which allows the user to retrieve all back ups made over a five
year period. Backup and Running has approximately 130 customers.
The Group's ongoing strategy is to establish a portfolio of companies which
provide information, advice and services to business and public sector
organisations on a recurring revenue basis. The Directors believe that this
model provides high levels of repeat business and, thus, high quality revenues,
together with cross selling opportunities within the Group.
The Proposed Acquisition
Ridgeway, which was founded in 2000, owns the entire issued share capital of
Willow. Willow provides specialist IT services across a broad range of market
sectors that include data storage, backup and recovery, network design support
and consultancy and hardware and software maintenance support services. By
acquiring Ridgeway, which has no other trading activities, the Company will
acquire the whole of the issued share capital of Willow.
Data storage consultancy
The business originally began as a data storage business and the Directors
believe that Willow's offering in this arena is one of its competitive
strengths. The cost of entry into this market is expensive due to the required
investment in specialist staff and systems. Services offered by the data storage
division include the following:
. strategic backup and storage analysis;
. backup/restore analysis and strategy;
. backup and storage:
. resource management;
. project planning and management; and
. implementation / configuration;
. disaster recovery planning; and
. specialist storage support and maintenance.
Willow adopts a consultative approach, selecting the best hardware / software
solutions available in the market for the client and designs a solution that
meet clients' needs. Once designed, these solutions are implemented using a
range of technical, planning and project management services.
The company's official accreditations and partnerships with a number of key
software providers enhance and strengthen its position with clients and
suppliers and ensure preferential access to specialist technical resources and
products from suppliers. While the company mainly addresses the SME and mid
corporate market, there are some notable larger companies within its customer
base including HFS Loans Limited.
Networks, design and consultancy
In this area Willow has focused on the larger SME customers and offers a range
of contracted services and consultancy to complement an organisation's existing
IT staff. Services offered by the network division include the following:
. IT health checks - testing and monitoring the effectiveness of
network components and identifying weaknesses that could cause problems in the
. data security services - provision of advice on products,
technologies and services available to secure data from unauthorised access.
Examples include firewalls, virus protection, internet vulnerability testing,
security audits and internet / e-mail monitoring.
Hardware and software maintenance support services
This division offers hardware maintenance, software support, disaster recovery
and on-site, remote-dial-in and telephone support.
Willow's field engineering, help desk and on-line services provide 24 hour cover
across the UK, allowing clients' in-house IT professionals to reduce the time
spent on routine maintenance and support. The Directors believe that there is
growth potential not only in expanding software support services but also in
packaging 'managed services' designed to identify risks and opportunities
pro-actively, before problems arise.
Willow sells its services either directly to end users, or via its reseller
channel. As new services are developed the reseller channel provides a
ready-made route to market through which the services can be sold.
During the financial year ended 31 December 2004 income from recurring revenue
represented 51 per cent. of turnover. This recurring revenue base of existing
clients has always provided a strong platform to sell new products and services.
The Directors believe this platform will be reinforced with opportunities to
sell other products from within the Enlarged Group. In particular, Willow is
well positioned to sell Backup and Running's services to its marketplace. A
number of Willow's customers have already expressed an interest in an on-line
backup service of the type provided by Backup and Running.
The following table has been extracted, without adjustment, from the
accountants' report on Ridgeway set out in the Admission Document.
Year ended Year ended Year ended
31 December 31 December 31 December
2004 2003 2002
£'000 £'000 £'000
Turnover 2,295 2,029 1,783
Gross profit 619 454 421
Profit before taxation 96 95 98
Profit after taxation 71 72 77
The Directors believe that included in the results for 2004 is a minimum of
£50,000 of non-recurring costs.
Under the terms of the Acquisition Agreement, the Company has conditionally
agreed to acquire the entire issued share capital of Ridgeway for an initial
consideration of £700,000 to be satisfied as to £650,000 in cash and, as to the
balance, by the issue of 500,000 new Ordinary Shares. It is the term of the
Acquisition Agreement that Willow will have a minimum net cash balance of
£150,000 on completion.
Deferred consideration will be paid on the basis of 5 times the operating profit
of Willow over £100,000 for the year ended 31 December 2005, subject to a
maximum deferred payment of £1.1 million. In addition, the Ridgeway Vendors will
receive a further payment of deferred consideration in the event that the
Company, prior to 31 December 2005, completes the acquisition of a company
introduced to it by the Ridgeway Vendors. The deferred consideration will be
satisfied by the issue of new Ordinary Shares at the lower of the average
closing mid-market price of the Ordinary Shares for the 3 business days prior to
the determination of Willow's profits for the relevant period and 15 pence per
share, with a minimum of 10 pence per share.
Both the initial consideration shares and the deferred consideration shares
allotted pursuant to the Acquisition will be subject to restrictions on their
disposal. Neither the initial consideration shares nor the deferred
consideration shares may be disposed of by any of the Ridgeway Vendors for a
period of two years after their respective allotments.
The Acquisition is conditional, inter alia, on the passing of the Resolutions by
the Shareholders and Admission.
Current Trading and Outlook
Access was incorporated in June 2003 and acquired Access Intelligence Limited in
November of that year. The Company's first full accounts were for the 17 month
period from incorporation to 30 November 2004 and showed a loss before taxation
of £381,000 on revenue of £543,000. However, since the end of the financial
year, trading has been significantly better, with sales in the 17 weeks period
to 31 March 2005 over 50 per cent. ahead of the prior year. The group is now
beyond breakeven on a month to month basis.
Willow has traded well from the start of 2005 with profitability ahead of the
same period last year and ahead of budget. Recurring revenues are in excess of
£1m annually and continue to rise. In the current trading year Willow has
increased its active resellers by 47 per cent.
The Enlarged Group
Following the Acquisition, the Directors intend to integrate the administration
and support functions of Willow and Backup and Running, which they believe will
improve efficiency and customer service.
The Directors are confident that every business in the Enlarged Group will show
growth in the year to November 2005. The addition of Willow will facilitate
opportunities for cross selling of services and the Directors believe it will
also allow greater utilisation of technical skills and resources across the
Jeremy Hamer (aged 53), Chairman
Jeremy was appointed chairman of Access Intelligence in 2004 and has extensive
experience as a director of AIM quoted companies. He currently serves on the
board of 7 companies traded on the London Stock Exchange, including Avingtrans
Plc, Inter Link Foods Plc and Glisten plc.
Brendan Austin (aged 55), Chief Executive Officer
Brendan has had senior marketing and sales operational roles with Rank Xerox and
was part of the management buy in and buy out team which exited from Prontaprint
plc. He is currently chairman of Kids Safteynet Limited which is a publisher of
children's safety education material in the UK. Brendan is also managing
director of The Marketing Guild.
Colin Davies, FCCA (aged 47), Finance Director
Colin has acted as chief executive and finance director of both public and
private companies in a range of industries including food, engineering,
marketing and textiles. He is currently a non-executive director of Inter Link
Foods Plc which he co founded and Floors2Go Plc. He has been responsible for
co-ordinating the acquisition strategy of Inter Link Foods Plc. Colin is also a
non-executive director of several private companies.
Alwin Thompson (aged 57), Non-executive Director
Alwin has been involved in the food manufacturing business since 1986. he is
currently Chairman of Inter Link Foods Plc, the AIM listed manufacturer and
supplier to major supermarkets of own label cake products which was AIM Company
of the Year in 2001.
Ian Savage (aged 61) Non-executive Director
Ian has a wealth of experience in the publishing sector having held senior board
positions within International Thompson Publishing and McGraw Hill. He has
direct experience in managing and directing subscription based businesses.
It is expected that any cash generated by the Group's operations in the short to
medium term will be devoted to funding the Group's planned development. The
board, will, however, continue to review the appropriateness of its dividend
policy as the Group develops.
Extraordinary General Meeting
The Acquisition is conditional on, inter alia, the passing of the Resolutions at
the Extraordinary General Meeting ('EGM') convened for 10.00 a.m. on 27 June
The Directors believe the resolutions to be proposed at the EGM are in the best
interests of the Company and Shareholders as a whole. Accordingly, the Directors
unanimously recommend Shareholders to vote in favour of the Resolutions as they
themselves intend to do in respect of their own beneficial holdings which
amount, in aggregate to 9,231,229 Ordinary Shares, representing approximately
15.85 per cent. of the Existing Ordinary Shares.
ADD IN DEFINITIONS
''Acquisition'' The proposed acquisition of the entire issued share
capital of Ridgeway pursuant to the Acquisition
''Acquisition The agreement dated 1 June 2005 between the Company (1)
Agreement'' and the Ridgeway Vendors (2) details of which are set out
in the Admission Document
''Act'' the Companies Act 1985, as amended
''Admission'' admission of the Enlarged Share Capital to trading on AIM
and such admission becoming effective in accordance with
Rule 6 of the AIM Rules
''AIM'' the market of that name operated by London Stock Exchange
''AIM Rules'' the rules for AIM published by London Stock Exchange plc
''Backup and Backup and Running plc, a wholly owned subsidiary of the
''Board'' The board of Directors of the Company
''Completion'' completion of the Acquisition Agreement in accordance with
''Consideration the 500,000 Ordinary Shares to be issued to the Ridgeway
Shares'' Vendors on completion, pursuant to the Acquisition
''Company'' or Access Intelligence Plc
''Corporate Corporate Synergy Plc, nominated adviser and broker to the
''Directors'' or the directors of Access
''EGM'' or the extraordinary meeting of the Company, convened for
''Extraordinary 10.00a.m. on 27 June 2005, and any adjournment thereof,
''Enlarged Group'' the Group as enlarged by the Acquisition
''Enlarged Share together, the Existing Ordinary Shares and the
Capital'' Consideration Shares
''Existing Ordinary the 58,253,387 Ordinary Shares in issue as at the date of
Shares'' this document
''Form of Proxy'' the form of proxy enclosed with this document for use by
Shareholders in connection with the EGM
''Group'' the Company and its subsidiaries
''Notice'' the notice of EGM
''Official List'' the official list of the UKLA
''Ordinary Shares'' ordinary shares of 0.5 pence each in the Company
''Resolutions'' the resolutions to be proposed at the EGM, set out in the
''Ridgeway'' Ridgeway Technologies Limited, the owner of the entire
issued share capital of Willow
''Ridgeway Mark Berry, Andrew Philip Unsworth and Darren Harrison
''Shareholder'' a holder of Ordinary Shares
''SME'' small and medium enterprise
''The Marketing The Marketing Guild Limited, a subsidiary of the Company
''UK'' the United Kingdom of Great Britain and Northern Ireland
'Willow' Willow Starcom Limited, a wholly owned subsidiary of
'Wired Gov' Wired Gov Limited, a subsidiary of the Company
This information is provided by RNS
The company news service from the London Stock Exchange