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Inspired Energy plc (“Inspired” or the “Group”), a leading energy procurement consultant to UK corporates, announces that it has conditionally agreed to acquire Horizon Energy Group Limited (“Horizon”), a corporate energy procurement consultant based in Cork, Ireland with customers including large Corporates, Public Sector bodies and SMEs (the “Acquisition”).  In addition and in connection with the Acquisition, the Company proposes to raise up to £9million by way of a placing of new ordinary shares, and has entered into a new facility agreement with Santander in order to refinance its existing borrowings, and to provide further headroom for the Company’s future growth and acquisition strategy. 

 

Transaction rationale

The Acquisition will augment the Company’s strategy to consolidate its market position. Once completed, the Acquisition is expected to:

·      Allow Horizon to leverage the platform and capabilities of the Group to consolidate its market-leading position in Ireland

·      Generate cross-selling opportunities as Horizon’s sales team will be able to offer its customers a wider range of services

·      Allow the Group to benefit from the opportunity to leverage lower costs in Ireland 

·      Provide for economies of scale through dilution of central costs and synergies generated through the alignment of IT systems, procedures and processes

·      Increase the combined Procurement Corporate Order Book for the Group to in excess of £41.0 million

 

Acquisition 

·      Horizon acts on behalf of its clients to both research and procure better energy contracts, usually over a period of 24 to 36 months 

·      For small and medium-sized clients, Horizon provides its “Energy Buddi” monitoring systems with larger industrial users also benefitting from Horizon’s energy trading desk providing access to real time information on power prices 

·      Horizon has 34 employees and is based in Cork, Ireland

·      Initial Consideration of €9.0 million (“Initial Consideration”) on a debt free cash free basis acquires 90 per cent. of the issued share capital of Horizon.  Inspired also has the option to acquire the outstanding balance of 10 per cent. of the issued share capital of Horizon for payment of a further €1.0 million in cash

·      Further deferred consideration of up to €5.0 million may become payable in cash, subject to the achievement of certain financial performance targets for the periods ending 31 December 2017 and 31 December 2018

·      Horizon’s management team, including the founder and CEO of Horizon, will remain with the Group 

·      The Board believes the Acquisition will be earnings enhancing in FY2017 and significantly earnings enhancing in FY2018

 

Proposed Placing

·      Inspired is proposing to raise up to £9.0 million (before expenses) through a placing of 62,068,966 Placing Shares at 14.5 pence per Ordinary Share (the “Placing Price”) 

·      24,241,920 of the Placing Shares are being placed pursuant to existing authorities granted to the Directors at the Company’s annual general meeting held on 20 June 2017 (“Firm Placing”) and the balance of 37,827,046 Placing Shares are being placed conditional, inter alia, on the passing of certain of the Resolutions being proposed at the GM (“Conditional Placing”)

·      The Placing Price represents a discount of approximately 2.6 per cent. to the closing price of 14.88 pence of the Ordinary Shares on 28 June 2017

 

New Bank Facilities

·      Inspired has entered into new banking facilities with Santander for £29.6 million and €7.0 million

·      The facilities include a £12.5 million acquisition facility, that will be undrawn on completion of the Acquisition, to support the Group’s established acquisition strategy

·      The new facilities will be used to refinance the existing indebtedness of the Group, part fund the cash component of the Initial Consideration and to provide additional financial flexibility for the Group

·      Following the completion of the Firm Placing, the Conditional Placing, the drawdown of the New Bank Facilities and the Acquisition, Group net debt is expected to stand at c. £14.0 million

 

Commenting on the proposed acquisition, Janet Thornton, Chief Executive of Inspired, said: 

“Inspired continues to look to deliver on its growth strategy and Horizon provides an opportunity to drive growth from Inspired’s platform as it is an established business in a relatively untapped market.  It will bring high earnings visibility, supported by a strong procurement corporate order book, and Horizon’s sales team will benefit from the cross-selling opportunities with access to Inspired’s broader capabilities, ultimately benefitting clients.”

“Ireland’s energy procurement sector is relatively underdeveloped compared to the UK, providing a significant opportunity for Inspired to deploy its expertise in increasing its presence in this market, leveraging the Enlarged Group’s experience of growth in the UK market.”