TIDMGOR
RNS Number : 9473B
Gordon Dadds Group PLC
16 January 2018
16 January 2018
Gordon Dadds Group plc
("Gordon Dadds" or the "Group")
Acquisition of White & Black Limited
Gordon Dadds Group plc (AIM: GOR), the acquisitive London-based
legal and professional services business, is pleased to announce
that it has completed the acquisition of specialist technology
solicitors, White & Black Limited ("White & Black") for
GBP2.918 million plus the amounts realised from GBP0.52 million of
debtors and work-in-progress. White & Black has net cash of
approximately GBP1 million. The acquisition will be funded from
existing cash resources.
White & Black's specialist technology skills and
international client base will enhance the Group's growing
corporate and dispute resolution practices and provide many
cross-selling opportunities. It is in line with the Company's
stated strategy for acquisitions as set out in the August 2017
admission document.
The board expects that the acquisition will be significantly
earnings enhancing for the first full year, to 31 March 2019.
Summary of White & Black's business
White & Black is a law firm specialising in technology and
corporate law and related intellectual property and dispute
aspects. It has a substantial international client base, with a
particularly strong presence in the Far East, comprising mainly
corporate, private equity and investment clients.
For the year ended 31 October 2017, White & Black achieved
unaudited EBITDA of GBP0.85 million and a profit before tax of
GBP0.66 million on fee income of GBP2.59 million.
White & Black will continue to operate as a separate
business from London and Oxfordshire under its well established
name.
Summary of the acquisition terms
The Group is acquiring the whole of the issued ordinary share
capital of White & Black for a cash consideration payable as
follows:
(i) GBP1.718 million on completion
(ii) GBP0.25 million in mid 2018
(iii) GBP0.50 million in mid 2019
(iv) GBP0.45 million in mid 2020
(v) Up to GBP0.52 million on realisation of White & Black's
debtors and work in progress at 31 October 2017
Payments (iii) and (iv) above will be reduced on a GBP for GBP
basis if certain profit targets are not met. However, the Directors
believe these targets will be met.
White & Black also has A Shares in issue which are held by
the vendors of the ordinary share capital. The A shares have a
right to 30% of the profits (after tax) of White & Black in
excess of GBP400,000 in each year. The Group has an option to
acquire the remaining A shares between three and four years after
completion and the holders will have the right to put those shares
onto the Group between four and five years after completion. The
exercise price for these options will be based on the relative
EBITDAs of White & Black and Gordon Dadds and, at the Group's
option, may be satisfied in cash or new ordinary shares in Gordon
Dadds at the then market price. The Directors of Gordon Dadds
regard the existence of these options, in addition to service
contracts for the selling partners running to May 2020, as an
incentive to the vendors to continue to drive the business
forward.
Commenting on the acquisition Adrian Biles, Chief Executive
Officer of Gordon Dadds, said:
"I am delighted to have completed our second focussed and
specialist acquisition after Gordon Dadds' successful IPO in August
2017. White & Black Limited is a highly regarded and profitable
business which will add to the Group's expertise in the Technology
and Corporate space. It will also provide further opportunities for
cross-selling services within the Group."
"This acquisition demonstrates Gordon Dadds' ability to attract
profitable, growing businesses and the acquired White & Black
brand will benefit from being part of the enlarged Group with
access to a wider range of services.
"Gordon Dadds continues to receive approaches from potential
acquisition targets to make acquisitions and has a good acquisition
pipeline which will enhance skills, earnings and the reach of the
Group."
Phil Riman, CEO of White & Black, added:
"We are excited to be working with Adrian and his team to
further the development of our business and take us to the next
stage. The increased range of services we have access to within
Gordon Dadds will enable us to deal with a larger proportion of our
clients' needs and those of their key people without any dilution
of our specialist offering."
FOR FURTHER INFORMATION, PLEASE CONTACT:
Gordon Dadds Group plc Via Newgate
Adrian Biles, Chief Executive
Officer
Christopher Yates, Chief
Financial Officer
Arden Partners, Nominated
Adviser and broker to
the Company
John Llewellyn-Lloyd
Ciaran Walsh +44 (0) 20 7614 5900
Newgate Communications +44 (0) 20 7680 6550
Adam Lloyd Email: gordondadds@newgatecomms.com
James Ash
NOTES:
Gordon Dadds Group plc is an acquisitive legal and professional
services business headquartered in London with a significant back
office and technology platform based in Cardiff.
The Group targets firms of all sizes except the very largest and
will merge the business into the Gordon Dadds brand or allow a firm
to retain their identity and culture but benefit from the
back-office technology platform used by Gordon Dadds, enabling the
targeting of law firms seeking an alternative solution to the
regulatory and investment requirements of the UK legal market.
Gordon Dadds LLP has been operating in this way since 2013,
successfully integrating firms into its cost efficient
platform.
Please visit www.gordondaddsgroup.com for more information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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