£49.4m French Acquisition & Share Placing
Anite Group PLC
30 May 2000
ANITE GROUP PLC ('Anite' or the 'Company')
Acquires French IT services and E-commerce consultancy
for £49.4 million
Cash placing of £12 million
Statement on current trading
Anite announces that it has today entered into an agreement to
acquire the entire issued share capital of Datavance Group
Sarl ('Datavance'), an IT consultancy based in Paris, for a
maximum consideration including earnout of Ffr 520.3 million
(£49.4 million based on an illustrative exchange rate of
Ffr10.5 to £1 ('Exchange Rate')). The consideration will be
split between an initial consideration of Ffr309.2 million
(£29.4 million based on the Exchange Rate), plus a maximum
earnout of Ffr211 million (£20.0 million) payable on the
satisfaction of certain profit targets to 31 December 2000
and 31 December 2001 ('Acquisition').
Datavance provides IT consultancy services to banking,
telecoms, public sector and other customers in France. It
engages approximately 270 employees and consultants. The
business was formed in 1990 and focuses on E-commerce and
internet services.
In recent years, Datavance's operating margins have been
around 15 per cent. with annual growth of 40-60 per cent.
Trading profits for the year to 31 December 1998 were Ffr13.4
million on sales of Ffr79.9 million. Profits before tax were
Ffr11.5 million for the year ended 31 December 1998. The
value of the net assets being acquired was Ffr11.6 million as
at 31 December 1998. The management team of Datavance will
remain in place and is incentivised via an earnout to achieve
significant further growth following the Acquisition.
The Acquisition provides Anite with critical mass in E-
commerce consultancy services in France. The Acquisition will
also increase Anite's presence in two of its focused vertical
markets: Finance and Telecoms, in addition to further
developing Anite's fast growing E-commerce capabilities.
Of the initial consideration, Ffr209.2 million (£19.9 million)
will be paid in cash with the remaining Ffr100 million (£9.5
million) being satisfied by the issue of 6,425,265 ordinary
shares in the capital of the Company ('Ordinary Shares'). The
earnout will be satisfied by a combination of the issue to the
vendors of Ordinary Shares and cash.
The Acquisition is conditional upon the successful completion
of the placing. In addition, the Company has undertaken to
take certain other actions prior to the completion of the
Acquisition. Completion of the Acquisition is expected to take
place not later than five weeks from today's date.
Cash placing of 8,664,260 New Ordinary Shares (the 'Placing
Shares')
Anite today announces that it proposes to raise approximately
£12 million, before expenses, by means of a cash placing of
8,664,260 Placing Shares at a price of 138.5p per Placing
Share to satisfy in part the initial cash consideration
payable under the Acquisition. The issue has been fully
underwritten by UBS AG, acting through its financial services
group, UBS Warburg.
Applications will be made to the UK Listing Authority for
admission of the Placing Shares to the Official List of the
London Stock Exchange and to the London Stock Exchange for the
admission to trading on the London Stock Exchange's markets
for listed securities ('Admission of the Placing Shares'). It
is expected that Admission of the Placing Shares will become
effective in accordance with the Admission and Disclosure
Standards of the London Stock Exchange ('Admission and
Disclosure Standards') on or about 6 June 2000.
Applications will be made to the UK Listing Authority for
admission of the shares to be issued to the vendors of
Datavance ('Consideration Shares') to the Official List of the
London Stock Exchange and to the London Stock Exchange for the
admission to trading on the London Stock Exchange's markets
for listed securities ('Admission of the Consideration
Shares'). It is expected that Admission of the Consideration
Shares will become effective in accordance with the Admission
and Disclosure Standards within five weeks of today's date.
The Consideration Shares and the Placing Shares will rank pari
passu in all respects with the existing Ordinary Shares
(including but not limited to, entitlement to dividends).
Current trading and prospects
The Board of Directors of Anite (the 'Board') is pleased to
announce that the results for the year ended 30 April 2000 are
in line with its expectations. Anite's core IT consultancy and
services business continues to perform strongly. Anite's
German business, comprising 28 per cent. of group sales,
provides what the directors consider to be an excellent
opportunity to exploit the largest IT market in Europe. The
Telecoms and Travel solutions businesses are trading very
successfully within these fast growing sectors. In both the
Consultancy and Solutions areas Anite is making significant
progress in the expansion of the e-commerce services it
provides, both by internal development and by acquisition.
Although the Company is only three weeks into its current
financial year, trading has been strong and management is
confident of continued strong growth.
For further information please contact: www.anite.com
Anite Group PLC 0118 945 0121
John Hawkins, Chief Executive
Simon Hunt, Finance Director
Ludgate Communications 020 7253 2252
Edward Macquisten
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