REG - Aukett Swanke Group - Acquisition of TR Control Solutions Limited

Aukett SwankeAnnouncement

18/10/2023 07:00

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RNS Number : 4485Q  Aukett Swanke Group PLC  18 October 2023

18 October 2023

 

Aukett Swanke Group Plc

("Aukett Swanke", the "Company", or, together with its subsidiaries, the
"Group")

Acquisition of TR Control Solutions Limited

Issue of Equity

 

Aukett Swanke (AIM: AUK), the Architecture and Smart Buildings group, is
pleased to announce the acquisition of TR Control Solutions Limited ("TRCS"),
a developer of energy management software and provider of energy efficiency
services (the "Acquisition").

Acquisition Rationale

The Acquisition is a further step in the Group's strategy to become a leading
provider of Smart Building technology.

TRCS's revenues are derived from the provision of their proprietary ecoDriver
energy monitoring software, energy efficiency consultancy services, and the
provision of IoT sensors and other hardware to monitor environmental and other
data. The company operates in a high growth business segment and the Company's
directors believe that it can grow rapidly as part of the Group, by accessing
the Group's customer base and contacts, and utilising the Group's operational
delivery capabilities. In addition, the Acquisition brings an extensive "data
lake" from TRCS's installed base of operational sensors. This is likely to be
of significant value to the Group as it explores the use of Artificial
Intelligence (AI) to deliver scalable decision-making around energy usage in
the built environment.

Acquisition Terms

The Company has acquired the entire issued share capital of TRCS. The total
consideration is £360,450, comprising the issue to the vendors of 17,800,000
new ordinary shares of 1p each in the Company ("Ordinary Shares") at 1.525p
per Ordinary Share (the "Consideration Shares"), being the mid-market closing
price of the Company's Ordinary Shares on 17 October 2023, and £89,000 in
cash. Half of the cash consideration is payable on completion, with the
remaining £44,500 payable on the first anniversary of completion. The
Consideration Shares are subject to a 12-month lock-in, followed by an orderly
market arrangement for a further 12 months.

The Group has received customary warranties and indemnities from three of the
vendors who are directors of TRCS.

For the year ended 31 October 2022 TRCS reported revenues of £473k and a loss
after tax of £33k. Net liabilities at that date were £63,701.

John Taylor, chairman and co-founder of TRCS, is leaving as part of the
transaction. Jamie Finnan remains Managing Director of TRCS and will be
supported by Sarah Taylor, Business Manager and co-founder. Two further TRCS
employees will join the Group as part of the transaction.

TRCS resolved to change its name to ecoDriver Ltd at completion, to reflect
its focus on this unique software and on services based around it.

Total Voting Rights

Application has been made for the 17,800,000 Consideration Shares to be
admitted to trading on AIM ("Admission") and it is expected that Admission
will be effective on or around 23 October 2023. Following Admission, the
Company's issued share capital will consist of 293,155,938 ordinary shares of
which no shares are held in treasury. Therefore, the total number of voting
rights in the Company is 293,155,938. Shareholders may use this figure 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
Company under the FCA's Disclosure and Transparency Rules.

Nick Clark, Chief Executive of Aukett Swanke, commented:

"We are pleased to have completed a third acquisition in our Smart Buildings
strategy, following the purchases of Torpedo Factory Group in March and Anders
+ Kern in July this year. TRCS is a relatively small but impressive business,
which brings proprietary IP and recurring revenues to the Group. Further, the
Company's directors believe that the Group's management systems, client base,
and resources will enable TRCS to scale rapidly. We welcome Jamie Finnan and
the TRCS team to the Group.

"The Acquisition gives us scope to develop the use of Artificial Intelligence
in building management as the Group continues to expand both its Smart
Buildings and architecture activities."

 

Contacts

Aukett Swanke Group Plc
 
                       +44 (0) 20 7843 3000

Clive Carver,
Chairman

Nick Clark, Chief
Executive
 

Strand Hanson Limited, Financial and Nominated Adviser
                                     +44 (0) 20 7409 3494

Richard Johnson, James
Bellman

Zeus Capital Limited, Broker
 
                    +44 (0) 20 3829 5000

Simon Johnson, Louisa Waddell

Investor/Media
+ 44 (0) 7979 604 687

Chris Steele

 

About Aukett Swanke Group plc

Aukett Swanke Group has a strong foundation in architectural services and is
on a transformative journey to become a London-listed provider of Smart
Buildings and related services. ASG are uniquely positioned to ensure the
technical systems that run modern premises are designed as an integral part of
the structure, from the outset.

For more information go to https://www.aukettswankeplc.com
(https://www.aukettswankeplc.com)

 

About TR Control Solutions Ltd

TRCS helps organisations in the public and private sectors to systematically
identify opportunities to reduce energy waste. Through their proprietary
ecoDriver software platform, and their CIBSE-qualified Low Carbon Consultants,
they deliver a unique Collaborative Energy Efficiency Programme (CEEP). This
allows them to deliver their mission to achieve real, sustainable
decarbonisation, through increased energy efficiency and the use of renewable
technologies.

 

For more information go to https://www.ecodriver.co.uk
(https://www.ecodriver.co.uk)

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

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