Highlights
· The Acquisition will significantly expand and extend Fulcrum's capabilities and specialist knowledge in the electrical infrastructure services sector, creating one of the UK's leading gas and electrical infrastructure services groups
· Dunamis offers a full range of fully accredited services and outstanding technical excellence in relation to the design, construction and ongoing contracted maintenance of power installations and related grid connections
· In addition to the expansion and extension of Fulcrum's capabilities, there are significant cross-selling opportunities between the gas and electrical connections activities of the two businesses
· Fulcrum's recently acquired Independent Distribution Network Operator (“IDNO”) licence will also enable the Company to adopt, own and operate electrical connections assets installed by the Enlarged Group on an ongoing basis
· The electrical connections market represents a significant growth opportunity for Fulcrum, and is estimated to be worth in excess of £500 million per annum
· For the 6 months ended 31 October 2017, Dunamis achieved unaudited revenues of £10.2 million and EBITDA of £1.8 million
· The Acquisition is expected to be significantly accretive to underlying earnings per share in the first full year following Completion
· The consideration and associated expenses will be satisfied by the Placing to raise gross proceeds of £10.4 million, the issue of £11.2 million of new Ordinary Shares to the Sellers (the “Consideration Shares”) and cash from Fulcrum's existing cash reserves of £1.5 million
· The Placing comprises the issue of 17,376,000 new Ordinary Shares at a price of 60 pence per share – a premium of approximately 1.4 per cent to the closing middle market price of 59.2 pence per Ordinary Share on 1 February 2018
· On Completion, Wayne Hayes, Dunamis' Chairman and founder, will join the Board of Fulcrum as a non-executive director
· Fulcrum also announces the appointment of its Chief Financial Officer Hazel Griffiths to the Board as an executive director with immediate effect
· Upon Completion, Dunamis shareholders will hold approximately 8.7 per cent of the Enlarged Share Capital
Martin Harrison, Fulcrum's Chief Executive Officer, commented:
“This acquisition meets key strategic goals for Fulcrum – accelerating our future growth through the cross-selling of gas and electrical connection services, increasing electrical asset adoption opportunities and significantly expanding and extending our direct delivery capability within the electrical infrastructure market. This will reinforce our trusted “right first time” service built on technical expertise.
“Under Wayne's leadership, Dunamis has become an established and respected business within the electrical infrastructure market. Together, with the combined expertise of the Enlarged Group, we have a real opportunity to rapidly develop our position within the utility services market.
“I am particularly pleased that Wayne and the senior management will become shareholders in the Enlarged Group and look forward to welcoming Wayne to our Board.”
Wayne Hayes, Dunamis' Chairman, commented:
“This transaction marks an exciting milestone in the development of Dunamis and we are delighted to be entering the next stage of our growth strategy under Fulcrum's ownership. I believe that the Enlarged Group will offer a highly attractive proposition to the utility services market focused on outstanding technical expertise and project delivery. Along with my fellow directors, I am delighted in becoming a shareholder in Fulcrum, as well as joining the board of Fulcrum as a non-executive director.”