Torotrak plc (LSE:TRK) signed an agreement to acquire the remaining 80% stake in Flybrid Automotive Limited from Jonathan Hilton, Director of Flybrid Automotive Limited and Douglas Cross for £23 million on December 13, 2013. Under the terms of purchase consideration, Torotrak plc will pay £4.2 million in cash, £1.8 million by a note and £2 million in new ordinary shares, remaining £15 million (of which a maximum of £5 million can be satisfied through the issue of new ordinary shares) is to be paid to the vendors subject to Flybrid achieving certain performance targets during the period up to and including March 31, 2021. The acquisition agreement is conditional, amongst other things, upon the placing agreement becoming unconditional and the acquisition resolution being passed by the shareholders at the general meeting. Torotrak plc will make an open offer for placing of its new shares and net proceeds worth £6 million will be used to fund the cash element of the initial consideration to acquire Flybrid. As on January 8, 2014, Torotrak obtained the necessary shareholder approvals in relation to the transaction.

Marc Milmo, Karri Vuori and Carl Holmes of Charles Stanley Securities acted as financial advisor to Torotrak plc. Andrew Craig and Ben Wright of N+1 Singer acted as joint broker in the deal. Simon Hudson, Lulu Bridges and James Collins of Tavistock Communications acted as financial public relation advisor for Torotrak plc. Nicola McConville of Blake Lapthorn Tarlo Lyons acted as legal advisor for Jon Hilton and Doug Cross.

Torotrak plc (LSE:TRK) completed the acquisition of the remaining 80% stake in Flybrid Automotive Limited from Jonathan Hilton, Director of Flybrid Automotive Limited and Douglas Cross on January 8, 2014. On June 30, 2015, Torotrak plc signed an amendment agreement in relation to the redemption of the £2.8 million of loan notes and the earn-out consideration payable under the acquisition agreement. Under the agreement, the loan notes will be redeemed by the payment of £1 million in cash from the proceeds of the issue and through drawing down a new £1.8 million five year term loan from sellers, and earn-out consideration is to be satisfied by the issue of 71.43 million shares and £10 million in cash. The earn-out consideration of up to £15 million of which not less than £10 million was payable in cash is to be satisfied by the issue of 71.43 million new shares with 28.57 million being subject to lock-in arrangements for a period of 12 months, 21.43 million being subject to lock-in arrangements for a period of 24 months and 21.43 million subject to lock-in arrangements for a period of 36 months from the date of the General Meeting. The agreement is conditional upon shareholder approval. Jonathan Hilton has been appointed Commercial Director of Torotrak and has joined the Board of Directors and Douglas Cross has been appointed Chief Technology Officer. Gary Wilson has stepped down as Executive Director for engineering and programme delivery.