Acquisition of Polaris Consulting Holdings Ltd

RNS Number : 1546Z
TP Group PLC
13 December 2017

Acquisition extends the Group's capabilities, revenue and profit streams

TP Group (AIM: TPG), the specialist services and engineering group, is pleased to announce the acquisition of the entire issued share capital of Polaris Consulting Holdings Ltd. ('Polaris') for an initial consideration of £1.5 million, with a maximum additional £2.0 million payable on delivery of profit related earn-out targets over the first 21 months from completion.

The acquisition of Polaris is expected to be earnings accretive to the Group in 20181 and will be funded from existing cash resources, on a debt free cash free basis.

Polaris operates from offices in Fareham, Hampshire and Bristol and delivers technical consultancy including operational analysis, project controls and cost engineering services across the defence and security sectors, with additional activity in energy and transportation.

In late July, the Company raised approximately £20.8m (net of expenses) primarily to fund acquisitions in the defence, aerospace and industrial sectors and facilitate the achievement of the stated revenue and EBITDA growth targets.

The acquisition of Polaris represents the first such acquisition and is expected to deliver significant capability and near term synergy benefits, which will:

  • significantly expand the Group's presence in cost engineering and project controls initiatives, a strong growth area in defence projects;
  • deliver new mathematical modelling and operational analysis capability, offering significant support to customer operations and procurement tasks;
  • introduce Polaris' innovative technology in autonomy and machine learning which is being rapidly matured for use in military and civil applications;
  • provide an opportunity to leverage Polaris' established tier-1 prime customer base, alongside the Group's existing relationships, and
  • add further back office capacity, including valuable qualified and experienced resource in legal, commercial, technology, project and resource management.

Polaris reported revenues of £3.5 million and profits before tax of £0.4 million in the financial year ended 31 August 2017. As at 31 August 2017, Polaris had gross assets of £1.2 million.

Carl Dalton and David Bangert, both directors of Polaris, will remain with the business and continue to lead activities and operations from their offices in Fareham.

TPG's Directors continue to review acquisition opportunities in the defence, aerospace and industrial sectors since the fund raise. Should any of these proceed to completion, TPG shareholders will be notified accordingly. Following the recently well-documented challenges within the UK Defence sector, the Directors recognise the importance of ensuring that the funds raised in July are deployed efficiently and effectively.

Phil Cartmell, Chief Executive Officer of TP Group commented: "We are delighted to welcome the Polaris team into the Group, which further extends our reach in the defence and security markets. The acquisition will enable the enlarged group to offer a wider range of services and capabilities, further supporting our broader customer base, alongside delivering greater levels of operational expertise to our existing customers.

We are also pleased that the existing directors, Carl and David, will stay with the business post-acquisition to work closely with us in capitalising upon a number of existing growth initiatives currently being pursued the Group.

I look forward to welcoming all of our new colleagues to the TP Group team and to driving continued growth and value in the near term."


1 This statement is not intended to constitute a profit forecast for the current financial period or for any future period.  In addition, this statement should not be taken to mean that the earnings per share of TP Group will necessarily match or exceed the historic reported earnings per share of TP Group.