Acquisition of Redstation Limited ("Redstation")
iomart, the cloud computing company, is pleased to announce that it has acquired the entire issued share capital of Redstation on a cash-free/debt-free basis with normalised working capital.
GBP6.6m has been paid as an initial consideration, of which GBP5.1m has been paid in cash and GBP1.5m satisfied by the issue of 515,464 new ordinary shares. A further contingent consideration of up to GBP1.5m is potentially payable in cash subject to Redstation achieving certain profit targets in the period to end March 2014.
Redstation is a Hampshire based provider of dedicated servers and bandwidth. It operates a full sales, support and technical operation in Gosport with two freehold datacentres providing services to around 3,000 customers. Through the acquisition of Redstation, and operating alongside its existing Rapidswitch brand, this will significantly enhance iomart's position as one of the leading UK-based providers of dedicated servers housing approximately 20,000 physical servers on behalf of customers.
Redstation's turnover in the twelve months to 31 June 2013 was GBP5.2 million with an EBITDA(1) of GBP2.4 million and net assets of GBP1.8 million. The initial consideration and any contingent consideration will be financed out of the Group's existing banking facilities and the acquisition is expected to be immediately earnings enhancing before acquisition costs and normal acquisition adjustments including any fair value adjustments and the amortisation of intangible assets.
Application has been made to the London Stock Exchange for the new ordinary shares, which will rank pari passu with the existing shares in issue, to be admitted to trading on AIM, and admission is expected to become effective on 10 September 2013. The Company's total issued share capital after the admission of the new ordinary shares will be 106,580,482 ordinary shares. There are 140,773 ordinary shares in the iomart Group plc Employee Benefit Trust and the Company holds 1,023,453 of its ordinary shares in treasury. Therefore the total number of ordinary shares with voting rights in the Company is 105,416,256. This figure of 105,416,256 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Angus MacSween, Chief Executive stated:
"We are delighted to complement our continued organic growth through the acquisition of Redstation. The addition of Redstation will consolidate our position as the leading player in the dedicated server market in the UK.
"Redstation's customers deliver a wide variety of cloud applications and services from the physical servers they buy from them, further underpinning iomart's strategic goal of providing the 'picks and shovels' of the cloud environment through the provision of the complex infrastructure required."
(1) EBITDA means earnings before interest, tax, depreciation and amortisation