Anite plc ("Anite" or "the Group") today announces that it has signed and completed a sale and purchase agreement under which it has sold its Travel business through the divestment of the entire issued share capital of Anite Travel Limited ("Travel") to LDC, the leading UK mid-market private equity house, and Travel's management for a total cash consideration of £45.0m (the "Disposal"). The consideration is subject to customary completion adjustments and £1.7m will be held in escrow at completion.

Reasons for and benefits of the Disposal

Anite's stated strategy is to reinforce its position as a global leader in wireless test solutions. In recent years, the Wireless division has contributed in excess of 75% of the Group's total revenue and operating profit.  Anite has grown its wireless customer base by investing in technological leadership, expanding into adjacent markets and executing on its technology roadmap. This has included both significant organic investments in research and development, which has been running at an annual rate in excess of £10.0m in recent years, as well as strategic acquisitions, including that of Propsim acquired in January 2013.

At the same time, Anite has continued to develop the Travel business, thereby enhancing its long-term value. This has led to an inflection point in the performance of Travel, evidenced by its strong order book, increased recurring revenue and long-term revenue visibility.

Reflecting Anite's strategy to focus on the Wireless division, the inflection point reached in the performance of Travel and the prospects for the underlying leisure travel industry, the Board initiated a sale process.  The level of interest and indicative prices received from a number of potential buyers was encouraging and the Board therefore decided to proceed with the Disposal. The Board believes that LDC, the successful bidder, is committed to continuing the investment in and development of Travel to the benefit of its customers, employees and shareholders.

The Board believes that the disposal price is a fair reflection of the value of Travel - taking into account its prospects and market position. The timing of the Disposal is right in terms of the next stage of Travel's long-term development.

In summary, the Board believes that the Disposal will enable Anite to focus on the wireless market and the growth opportunities that it offers, whilst continuing to concentrate on maximising long-term shareholder value.

Principal terms of the Disposal

LDC will acquire the entire share capital of Travel from Anite on a cash free / debt free basis for a cash consideration of £45.0m subject to certain adjustments for working capital. £1.7m of the consideration will be held in an escrow account subject to the satisfactory resolution of certain commercial considerations.

Key members of Travel's management team, led by Mike Kingswood its Managing Director, will continue to lead the Travel business and have invested alongside LDC in an MBO type structure.

Travel will remain in its current premises. Anite and Travel have entered into a reciprocal service agreement to provide each other with data centre and hosting services.

Financial impact

The audited revenue for Travel for the year ended 30 April 2013 was £19.4m and the audited adjusted operating profit¹ was £4.8m. In the half year ended 31 October 2013 Travel reported revenue of £10.1m and adjusted operating profit¹ of £2.6m.  The unaudited gross assets of Travel as at 31 October 2013 were £15.9m.

The results of Travel for the financial year ending 30 April 2014 will be treated as a discontinued operation in Anite's 2014 annual report and accounts and the assets and liabilities of Travel will be classified as being held for sale.

The Group's statutory earnings per share for the financial year ended 30 April 2014 will be unaffected by the Disposal.

For the financial year ended 30 April 2015, the Group's estimated profit on disposal will be approximately £30m, subject to the final escrow release and working capital adjustments, and will be shown in discontinued operations, resulting in a significant one-off increase in statutory earnings per share for that year.  The estimated profit on disposal above is stated after disposal costs which are anticipated to be £2.4m, plus a further £0.6m in respect of the settlement of certain contractual commitments that existed in Anite plc in respect of the Travel business. In addition, Anite plc will continue to guarantee performance obligations of Travel for a specific on-going implementation. This guarantee will expire on 30 April 2016 and the maximum contingent liability under it is £5.0m.

On an adjusted basis (excluding the profit on the Disposal and exceptional costs), the Disposal is expected to be dilutive to the Group's continuing earnings per share, assuming that the Group holds the proceeds in cash.

Anite plans to retain the net proceeds from the Disposal to pay down its existing debt and to provide funds to enable future investment in its Wireless businesses. Group net cash as at 30 April 2014 stood at £6.1m including gross cash of £17.0m and debt of £10.9m.

Financial advice

Evercore acted as exclusive financial adviser to Anite on the Disposal.

Commenting on the Disposal, Christopher Humphrey, Chief Executive, said:

"The sale of Travel is the culmination of the work done to improve its performance ready for disposal, thereby maximising proceeds. We believe it is good news for both Anite's shareholders and Travel's customers and employees; it will enable us to focus on and accelerate the growth of the Wireless businesses whilst, under LDC's ownership, Travel can take the next step in its growth story.

"We are grateful to the management and staff of Travel for their hard work in transforming the business. They have done a great job. The transaction is testament to the quality of Travel's people and solutions and we wish them every success in the future.

"The sale of Travel is consistent with our long stated strategy to reinforce Anite's position as a global leader in wireless test solutions. As a focused business with a strengthened balance sheet, we will be better able to take advantage of growth opportunities in the wireless market.

"We look forward to developing the business as a 'pure-play' Wireless company."

¹ Adjusted operating profit before share-based payments.

For further information, please contact:

Anite plc
Christopher Humphrey, Chief Executive
Richard Amos, Group Finance Director
Tel: +44 12 5277 5200
www.anite.com
@anitenews

Evercore Partners International LLP
Edward Banks
Tiarnán O'Rourke
Tel: +44 20 7653 6000

MHP Communications
Reg Hoare/Giles Robinson
Jack Holden
Tel: +44 20 3128 8100

About Anite Travel

Anite Travel provides reservation and e-commerce solutions to enable travel companies to operate more efficiently. It has been developing software solutions for tour, cruise and ferry operators for over 30 years. Based in Slough, UK, with offices in North London and Sussex, Anite Travel employs around 160 people.

About LDC

LDC (Managers) Limited ("LDC") is part of Lloyds Banking Group and is authorised and regulated by the Financial Conduct Authority. LDC backs ambitious management teams from UK-based companies seeking between £2m and £100m of equity for management buy-outs, institutional buy-outs or development capital transactions. LDC invests in a broad range of sectors and has particular experience in Construction & Property, Financial Services, Healthcare, Industrials, Retail & Consumer, TMT, Travel & Leisure and Support Services. LDC has a UK regional network alongside an international operation based in Hong Kong. For further information visit: www.ldc.co.uk.

About Anite

Anite plc is one of the world's leading providers of software and solutions to the international wireless market, supplying major device, chipset and network equipment manufacturers, mobile operators and test houses. It provides mobile device, infrastructure and network testing systems based on its specialist sector knowledge and on its proprietary software and hardware products.

Its 400+ staff work from headquarters in the UK and from offices in 16 countries across Europe, the Americas, Asia and the Middle East.

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