Acquisition of The Mandelbrot Set
Charteris announces the acquisition
of the Mandelbrot Set (International) Limited for £5M
to extend its e-Solution business
Business and IT Management Consultancy, Charteris plc ("Charteris")
today announces its acquisition of The Mandelbrot Set
(International) Limited ("TMS"), a fast growing
and profitable e-business solution provider. The acquisition
of the entire issued share capital of TMS, for a consideration
of up to a maximum of £5M, will further strengthen
Charteris' successful e-Solutions business. It is
in line with the Company's strategy for accelerated
growth through selective acquisition, which was announced
at the time of flotation in November 2000.
The Directors believe that the acquisition is synergistic
and will benefit both businesses. TMS has established
a significant reputation for excellence in technical consultancy,
development and delivery. Working with a number of leading
businesses, TMS offers strategic technical advice, architectural
design and the implementation of advanced e-business applications.
The skills of the TMS team combined with the Charteris
reputation for effective business consulting will enable
Charteris to enhance its market-leading services, particularly
in Customer Relationship Management, Supply Chain Management
and Security.
David Pickering (Charteris) and Karen Field (TMS)
TMS was formed to provide a range of development services
to ensure the successful delivery of software solutions
through the application of Microsoft technologies and
the Internet. The management team comprises Peet Morris and Mark Sewell,
who founded the company in 1994, and Karen Field, who
joined as Business Development Director in 1997 and became
Chief Executive in 1999. All three will remain with the company following
its acquisition by Charteris.
The strength and quality of the TMS technical skills is evidenced
by the close relationships that the company has with many
leading companies, including Microsoft who has acknowledged
its position as a leading authority in the developer tools
arena. TMS has been involved with the successful Government Gateway
project, which is likely to be the biggest e-commerce
installation in the UK. The TMS team of technical practitioners
will significantly expand the Charteris e-Solutions skill
set whilst Charteris management experience and high-level
client contacts will give valuable support and capitalise
on TMS strengths.
TMSs revenue for the year ended 28 February 2001 was 3.4M,
showing excellent growth of 42% over the previous year.
TMS has been consistently profitable since launch
in 1994 and profit before tax in 2000-2001 was 0.45M,
13% of revenue. Net assets in the business are expected to be 0.8M
on completion, including a cash balance of 0.2M and properties
worth 0.3M, and will be subject to completion adjustments.
The total consideration for the acquisition is 5.0M,
the principal component being 4.25M equity to be satisfied
by the issue of 2.97 million ordinary shares of Charteris
at a price of 143 pence each. The initial tranche of 1.75 million shares will
be subject to a six month lock-in arrangement. The remaining
cash component of 0.75M will be funded from Charteris
cash balances. The equity consideration includes a 1.75M performance-related
earn-out, to be satisfied by the issue of a maximum of
1.22 million ordinary shares at a price of 143 pence each,
which will be deferred until 31 May 2002.
The share price for the new shares issued as consideration
for the acquisition has been calculated based on the closing
mid price published in the Financial Times in the ten
business days preceding completion. Application will be
made for the initial tranche of new shares to be admitted
to trading on AIM with dealings expected to commence on
Thursday 7th June 2001.
Over the next few months a joint team will be working on integrating
the operations of TMS with those of Charteris, so that
all customers are offered the extended range of services
in a co-ordinated way.
Commenting on the acquisition, David Pickering, Chief Executive of Charteris plc, said:
"TMS complements our existing Charteris e-Solutions business.
The TMS team of high-quality technical consultants will
add an important new dimension to our e-Solutions capability
and their relationships with leading corporates will complement
our own blue chip client list. Our investment in TMS demonstrates our commitment
to providing our clients with the highest quality integrated
e-business solutions. In TMS we have found an organisation whose values, culture and commitment
to quality directly mirror those of Charteris. We look forward to integrating our capabilities
to enhance still further the services we provide our
clients across the bridge between business strategy
and information technology."
For further information, please contact:
Charteris plc – David Pickering, Chief Executive – T: 020 7600 9199
Biddicks – Zo Biddick/Katie Tzouliadis – T: 020 7448 1000
Teather & Greenwood Ltd – Richard Thompson, Director – T: 020 7426 9073