Acquisition Strategy Update
Quindell Portfolio Plc (AIM: QPP.L), a leading provider of software, consultancy and technology enabled outsourcing services to the insurance, telecommunications and other related markets is pleased to provide an update on its acquisition strategy and to announce the acquisition of React and Recover Medical Group Limited ("React and Recover").
Highlights
· Past acquisitions beating performance targets enabling early acceptance of performance warranties
· Acquisition of tactical business to support growth in Quindell Health Services
· Organic growth primary driver in 2013 and 2014
On 18 June 2013, the Group provided its first investor teach-in which covered its Acquisition, Integration and Overall Strategy. At this teach-in, the Group confirmed that acquisitions would represent a smaller part of its growth strategy in 2013 than was the case for 2012, and guided that acquisitions during the current financial year would typically be small relative to the size of the Group and likely to be of a tactical or in-fill nature.
As previously outlined in the Group's annual report and as guided in the recent teach-in, the Company's criteria for acquisitions can be summarised as:
- Only pursuing earnings enhancing opportunities that have already been de-risked by working closely with the business prior to acquisition, and where significant synergistic growth is available
- Typically paying five to seven times profit after tax with a 12 month future warranted profit and cash generation targets, with claw backs if these warranted targets are not met
- Only issuing stock in respect of acquisitions at the greater of a 20% premium to current trading price or 17.5 pence, with the consideration stock locked-in for between 12 and 36 months and subject to orderly market restrictions
As a result of strong trading performance by historic acquisitions, the Board anticipates reviewing and reaching agreement with vendors on the acceptance of post acquisition warranty obligations for certain businesses within Quindell Health Services (part of its Services Division) as it is clear that these businesses have been operating at a run rate that demonstrates that those obligations will be met ahead of expectations. This early agreement will enable further integration and efficiencies to be obtained for the benefit of the Group in the current financial year.
As one of its identified tactical acquisitions, the Group is pleased to announce the acquisition of accident rehabilitation and medical reporting specialists React and Recover on 28 June 2013. The terms of the acquisition were satisfied by the issue of 70,714,286 Quindell shares at an assumed price of 17.5 pence per share and the payment of £625,000 in cash. The shares, representing approximately 1.7% of the Group's issued share capital, will be subject to share lock in of between 12 and 36 months from the date of issue and orderly market restrictions. The companies acquired will warrant profit after tax of £2 million and generated cash flow of £1.5 million over an assessment period of 1 January 2013 to 31 December 2013. The acquisition is immediately earnings enhancing for the Group and will enable the Group to deliver further on the scale of business and opportunities within Quindell Health Services.
Looking ahead to 2014, the Group anticipates that whilst acquisitions would still be considered, management believe that between 10-20% of the Group's growth relative to 2013 would be by acquisition and approximately 80-90% of the year-on-year growth would be generated organically.
Copies of the Group's presentation from the first investor teach-in are available from the investors section of the Company's website www.quindell.com.
Rob Terry, Founder and Executive Chairman of Quindell said: "The Group has already delivered a significant amount of organic growth, and we expect this to continue throughout 2013 and beyond. The acquisition of React and Recover further enhances our ability to service this growth and our ability to deliver our outsource proposition to the UK insurance sector. The fact that our previous acquisitions are delivering on their warranted performance to the extent that we can now agree to accept their warranted performance as completed is very positive news and enables the Group to complete the full integration of these businesses ahead of schedule."
Application has been made for the 70,714,286 new shares to be admitted to trading on AIM. Admission of the shares is expected to occur on 5 July 2013. Following Admission Quindell will have 4,137,568,768 ordinary shares in issue. The Company has no ordinary shares held in treasury. The total of 4,137,568,768 ordinary shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.