Disposal of portfolio company
4 January 2010
Eurovestech plc
("Eurovestech" or the "Company")
Sale of Portfolio Company - Eurovestech to receive £11 million in cash
Eurovestech is pleased to announce that on 31 December 2009 it sold its
portfolio company, KSS Retail Ltd ("KSS Retail") to dunnhumby Limited
("dunnhumby") for a cash consideration of £12.9 million.
Knowledge Support Systems Limited, the provider of price optimisation solutions
for the retail and petroleum fuel industries, was acquired by the Company in
June 2003 for a total consideration of £1 million. At that time, Knowledge
Support Systems was loss making with revenues of around £1 million per annum
and an annual cost base of approximately £7 million. Knowledge Support Systems'
strategy was refined, operations were quickly restructured into two divisions,
KSS Fuels and KSS Retail, and operating expenses were significantly reduced. In
September 2007, the Retail division was demerged, leaving the two companies to
pursue independent strategies that were more highly tailored to the needs of
their respective market sectors, customers and potential channel partners.
In the financial results of the Company for the 15 months to 30 June 2009, as
announced on 29 September 2009, KSS Retail reported a profit after tax of £1.6
million for the 15 months to 30 June 2009 and as at that date had a carrying
value in Eurovestech's balance sheet of £10 million.
Eurovestech will receive £11.0 million of the consideration after taking
account of management and employee option entitlements. The contract for the
sale of KSS Retail includes a requirement that there will be a given level of
adjusted cash reserves at completion and Eurovestech will be liable to
reimburse the consideration received to the extent of any shortfall. In
addition, KSS Retail has repaid its intercompany indebtedness due to the
Company, amounting to approximately £1.8 million at completion. The contract
includes the normal warranties and indemnities.
In addition, KSS Fuels and KSS Retail and their US subsidiaries have entered
into a co-existence agreement aimed at protecting their respective interests in
the fuels and consumer retail sectors. Eurovestech owns 100 per cent. of the
issued share capital of KSS Fuels, which had a carrying value of £9.5 million
in Eurovestech's balance sheet as at 30 June 2009.
Following the completion of the sale of KSS Retail, the Company will hold cash
and liquid assets of approximately £17 million. Eurovestech also holds 29.8 per
cent of the issued share capital of ToLuna plc, which values Eurovestech's
holding currently at approximately £34 million. As announced at the time of the
final results for the period ended 30 June 2009, published on 29 September
2009, the directors stated that following the sale of part of the ToLuna
shareholding, the Company had sufficient distributable reserves to allow it to
make shareholder distributions and that it was evaluating a number of options
with its advisers. Following the sale of KSS Retail, the Directors intend to
return a significant proportion of the Company's cash reserves to shareholders.
The Directors will be consulting with the Company's major shareholders
regarding the most efficient means of returning capital to shareholders and
expect that a further announcement will be made on or before mid-February 2010.
Commenting, Richard Bernstein, Eurovestech's Chief Executive, said:
"I believe this is an excellent outcome and return on investment for
Eurovestech. Over the last six years, KSS Retail has been transformed to become
a leading provider of price optimisation solutions. The calibre of the
purchaser speaks volumes as to the quality of the business."
Further information:
Eurovestechplc
Richard Bernstein - Chief Executive Tel: 020 7491 0770
Merchant John East Securities Limited
David Worlidge / Simon Clements Tel: 020 7628 2200
Cenkos Securities plc
Ivonne Cantu Tel: 020 7397 8900
KSS Retail provides pricing software and services to the consumer retail
sector, helping organisations make more effective pricing & promotion decisions
that consistently meet their customer needs and hit performance objectives. KSS
Retail solutions deliver a consistent, company-wide platform for pricing
management, reporting & price decision-making that facilitates best practice
processes & the efficient sharing of expertise.
dunnhumby combines proven natural abilities with big ideas to find clues and
patterns as to what customers are buying and why. dunnhumby turns insights from
over 200 million households worldwide into actionable strategies that create
dramatic growth and sustainable loyalty, ultimately improving brand value and
the customer experience.
Employing more than 1,200 people in 26 offices in 16 countries in Europe, Asia
and the Americas, dunnhumby serves a prestigious list of companies including
Tesco, Casino, Kroger, Procter & Gamble, Shell, Coca-Cola and Mars. For more
information, visit www.dunnhumby.com.