RedStone Connect

press release

Acquisition of Commensus for £2.4 million

Commensus broadens the Group's product and service set as well as providing a complementary for to both of the Group's Key existing trading divisions - Connect IB and Redstone.

17th November 2016

RedstoneConnect (AIM: REDS), a leading provider of technology and services for smart buildings and commercial spaces, is pleased to announce the acquisition of the entire issued share capital of Commensus Plc ("Commensus") for a total consideration of £2.4 million (the "Acquisition").

Commensus is a leading provider of fully managed IT support services internationally with a product offering that is highly complementary to RedstoneConnect's existing IT services and software offerings.  

Highlights

Expected to be earnings enhancing in its first full year of ownership - in the financial year ended 31 December 2015, Commensus generated revenues of £3.2 millionand EBITDA of £338,000

Established, profitable and scalable managed services business platform currently servicing 72 customers globally

Highly experienced management team and staff comprising of 19 employees who will support RedstoneConnect's existing managed services capabilities

Broadens RedstoneConnect's existing suite of managed IT solution services, providing further opportunity to cross-sell to RedstoneConnect's existing clients

Acquisition rationale

Strategic acquisitions are a core part of RedstoneConnect's growth strategy and the acquisition of Commensus broadens the Group's product and service set as well as providing a complementary fit to both of the Group's key existing trading divisions - Redstone and Connect IB.

Commensus is a well-established IT end-to-end managed services provider, servicing 72 clients globally, providing 24-hour network support, infrastructure and communications. The Acquisition will enable the Group to offer a cloud-hosted IT services solution alongside Redstone's existing 'on-the-ground' managed IT services, providing both new and existing clients with broader and more flexible solutions.

Commensus will also support Connect IB's software offering as it will allow Connect IB to host the software solutions delivered to its clients through the Commensus platform as well as enabling Connect IB's digital platform, Connect, to be hosted on Commensus. This is expected to accelerate the Group's ability to offer a complete end-to-end software service suite without the need to engage third parties.

The acquisition of Commensus is directly in-line with RedstoneConnect's ambition of developing greater levels of contracted recurring revenues to deliver a stronger mix of business, incorporating higher margin recurring revenues and greater visibility of earnings.

Terms of the Acquisition

The total consideration payable for Commensus is £2.4 million of which £2,252,290 is payable in cash, funded from our own resources and bank debt, and £147,710 is to be satisfied by the allotment and issue of 11,976,487 ordinary shares in RedstoneConnect to Kevin London and Alex Parker, both senior management of Commensus ("Consideration Shares"), on completion. The Consideration Shares being issued will be subject to lock up and orderly market arrangements for 24 months.

Mark Braund, CEO of RedstoneConnect, commented:

"This earnings enhancing acquisition is directly in-line with our strategy to broaden our managed services solutions and to accelerate the Group's transition to high-margin recurring annuity based revenues. Commensus will enable us address a gap in our existing services offering in our RedstoneConnect business.

"RedstoneConnect has undertaken a significant shift in both strategic and operational direction over the last 12 months and the acquisition of Commensus is further evidence of our ambitions to deliver compelling service solutions across our client base."

Application has been made for the Consideration Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective on 22 November 2016.

Following the issue of the Consideration Shares, there will be 1,645,146,151 ordinary shares in issue. The Group does not hold any ordinary shares in treasury and therefore this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Group under the Financial Conduct Authority's Disclosure and Transparency Rules.

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