Tracsis
Recommended Cash Offer for Sky High plc
RECOMMENDED CASH OFFER
FOR THE ENTIRE ISSUED SHARE CAPITAL OF SKY HIGH PLC
(other than those shares acquired by Tracsis under the Management Agreement and the Prowse Trust Agreement)
And
NOTICE OF GENERAL MEETING OF SKY HIGH PLC
The boards of Sky High and Tracsis have today agreed the terms of a recommended cash offer to be made by Tracsis for the entire issued ordinary share capital of Sky High, excluding the Management Roll Over Shares and the Prowse Trust Shares (as defined below), at 15.25p per Sky High Share (the “Offer”).
The Offer values Sky High’s entire issued ordinary share capital (including the Management Roll Over Shares and the Prowse Trust Shares) at approximately £3.28 million and an Offer Document has today been dispatched to all Sky High shareholders (the “Offer Document”), setting out the terms and conditions of the Offer.
Summary
· The Offer represents a premium of approximately 69.44% to the Closing Price per Offer Share of 9p on 25 March 2013 (being the last Business Day prior to the date of the Announcement);
· The Offer represents a premium of approximately 76.91% to the weighted average Closing Price per Offer Share of 8.6p for the six months ended 25 March 2013 (being the last Business Day prior to the date of the Announcement).
· Mark Mattison, Grant Wilson and Martin Prowse, directors of Sky High, are acquiring 308,563 shares in Tracsis pursuant to the terms of a Management Agreement (the details of which are set out below) and in respect of which the Sky High Shareholders are being asked to vote at the Sky High General Meeting, and Alex Johnson, who is not a Sky High Shareholder, is a party to certain Management Arrangements, they have not taken part in consideration of the Offer as directors of Sky High.
· The Offer is conditional, amongst other things, on:
o valid acceptances being received in respect of not less than 90% of the Offer Shares (or such lower percentage as Tracsis may decide) provided that this condition will not be satisfied unless Tracsis shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Sky High Shares carrying in aggregate more than 50% of the voting rights normally exercisable at general meetings of Sky High; and
o the Independent Shareholders passing the Ordinary Resolution to approve the Management Arrangements at the Sky High General Meeting.
· The Independent Directors, having been so advised by SPARK Advisory Partners Limited, consider the terms of the Offer to be fair and reasonable and unanimously recommend that:
o all Sky High Shareholders accept the Offer; and
o all Independent Shareholders vote in favour of the Ordinary Resolution to approve the Management Arrangements to be proposed at the Sky High General Meeting to be held at 2.00pm. on 15 April 2013.
· The Independent Directors have irrevocably undertaken to:
o accept (or procure the acceptance of) the Offer in respect of an aggregate total of 10,819,607 Sky High Shares representing, in aggregate, approximately 60.70 per cent. of the Offer Shares and 50.28 per cent. of all of the Sky High Shares; and:
o to vote (or procure the vote), in favour of the Ordinary Resolution, in respect of an aggregate of 10,819,607 Eligible Voting Shares, representing, in aggregate, approximately 67.16 per cent of the Eligible Voting Shares.
Commenting on the Offer, John McArthur, CEO of Tracsis said:
“The combination of Tracsis and Sky High is an exciting opportunity as it adds considerable breadth, depth and scale to our existing offering. The acquisition not only widens the number of fields the Group services within the transportation industry, but also importantly adds a new territory to its current geographic footprint.
“As the largest provider of traffic analysis and surveys within the UK, Sky High has significant stature in the market, a formidable reputation, and robust systems to meet the data and analysis needs of its enviable client list. Given our own success within the rail industry, which already includes survey and analysis work, we see great cross-selling opportunities of both services and technology to this new market, whilst expanding our reach overseas given the considerable presence Sky High has in Australia.
“We believe that this acquisition, whilst being immediately earnings enhancing, will also drive growth for the combined Group and in turn provide further value to our shareholders.”
Commenting on the Offer, Mark Mattison, CEO of Sky High said:
“We welcome the opportunity to join Tracsis and see that, as part of larger transport technology Group, it will bring both immediate and longer term benefits to our clients and staff. The acquisition will ensure that Sky High is well placed to both grow our client base and continue to provide our current clients with a high quality and cost efficient service. In addition, joining Tracsis not only grants us access to new technical capabilities that can be utilised within the highways sector, but also allows the business to re-focus management’s time and efforts on delivering growth and new product initiatives.”
For more information please contact:
| John McArthur, Tracsis plc | Tel: 0845 125 9162 |
| Mark Mattison, Sky High plc | Tel: 01937 833 933 |
| WH Ireland Limited (financial adviser to Tracsis plc)Katy Mitchell
Dan Bate
|
Tel: 0161 832 2174 |
| SPARK Advisory Partners Limited (financial adviser to Sky High plc)Sean Wyndham-Quin
Neil Baldwin |
Tel: 0113 370 8975 |
