7 February 2012
Brady plc("Brady" or the "Company")
Acquisition of Navita Systems AS Conditional Placing of 23,376,694 ordinary shares at 77p to raise £18 millionThe Board of Brady, the leading provider of trading, risk management and settlement solutions to the energy, metals and soft commodities sectors, today announces that it has conditionally agreed to acquire Navita Systems AS ("Navita"), a leading provider of systems to the energy markets, focusing on physical power and carbon emission trading, for an aggregate consideration of Kr 157,265,000 (approximately £17.1 million) (the "Acquisition") to be satisfied in cash, other than Kr 6,276,273 (approximately £682,000), which will be satisfied through the issue of new ordinary shares in the Company (the "Consideration Shares") effectively at the Placing Price (as referred to below). Navita is a privately owned company based in Halden, Norway.
The Company intends to raise £18 million (before expenses) by
way of a conditional placing by Cenkos Securities plc (the
"Placing") of 23,376,694 new ordinary shares in the Company
(the "Placing Shares") with various institutional and other
investors at a price of 77 pence per share (the "Placing
Price") to fund the cash consideration payable for the
Acquisition.
The Placing is conditional, inter alia, upon resolutions
being passed at a General Meeting of the Company (the
"General Meeting") to be held on 7 March 2012 to give the
Directors of the Company the necessary share capital
authorities to effect the Placing. The Placing Shares are
expected to be admitted to trading on AIM on or around
8 March 2012.
The Directors believe that the Acquisition will complement Brady's existing business by extending its reach further in the energy sector and is in line with the Company's stated strategy of complementing organic growth with the acquisition of suitable companies to strengthen the Company's product and customer base. The Navita Group operates in Europe and North America and has a particularly strong presence in the large and expanding energy markets for electricity, gas, emission certificates and coal. The Directors believe that these markets remain highly attractive and complementary to Brady's existing Energy Trading and Risk Management (ETRM) business and offer significant cross-selling opportunities to the enlarged customer base. The Directors anticipate enhancing the Navita business with a stronger commercial focus. The Navita Group currently operates under a traditional up-front licence model but this is anticipated to switch to a licence rental model following the Acquisition and, as such, the Directors anticipate that the acquisition of Navita will significantly increase the Group's overall recurring revenues, improve the Group's quality of earnings and reduce the inherent risk attached to securing large up-front licence deals.
Brady's strategy is to complement organic growth with the acquisition of suitable companies to enhance the Company's product offering and customer base. The Directors believe that there is a strong opportunity to become a leading consolidator of energy, metals and commodity software companies and that the acquisition of Navita will be a key step in developing its energy business and reaching overall critical mass and scale. The Directors believe that the Acquisition is strategically compelling for the following reasons: