REG - Journeo PLC - Acquisition of Crime and Fire Defence Systems

JourneoAnnouncement

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RNS Number : 5517X  Journeo PLC  02 September 2025

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK version of the EU
Market Abuse Regulation (2014/596) which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented from time to
time.

 

2 September 2025

Journeo plc

("Journeo" or the "Company")

 

Acquisition of Crime and Fire Defence Systems Limited

 

Journeo plc (AIM: JNEO), a leading provider of information systems and
technical services to transport operators, local authorities, and the public
transport networks that connect them, is pleased to announce completion of the
acquisition of Crime and Fire Defence Systems Limited ("CFDS"), a specialist
infrastructure protection systems integrator in physical and cyber security
solutions to the UK Critical National Infrastructure, Defence and Utilities
markets ("the Acquisition").

 

The total consideration comprises approximately £10.7m in cash from existing
resources, £2m in deferred cash payments repayable in equal amounts after 12
and 24 months following completion and £1m through the issue of new ordinary
shares of 6.5p each in the Company (the "Consideration Shares") to the vendors
of CFDS with a 24-month minimum holding period. It is expected that CFDS will
have over £1m of cash on completion, resulting in an aggregate cash balance
of £9m for the enlarged Group post completion of the Acquisition.

 

About CFDS

 

CFDS specialise in protection of Critical National Infrastructure sites
including utilities and high security industrial and commercial applications.
CFDS provide a range of solutions to enhance security infrastructure including
cutting-edge access control systems, complex perimeter intrusion detection,
and high-performance thermal, infra-red and visual surveillance systems.

 

Critical National Infrastructure protection relates to the safeguarding of
essential facilities, systems, and networks, such as energy, water,
transportation, and communications from threats such as terrorism, sabotage,
cyberattacks, and natural disasters; to prevent severe national disruption,
impact on national security, or loss of life.

 

Over the last few years, CFDS has seen excellent growth in this critical
market and brings a strong pipeline, complementing the existing Journeo base.
CFDS's clients include large, multinational companies within the utilities and
industrial sectors, offering exciting cross-selling opportunities.

 

Acquisition highlights

 

For the 12 months ended 30 April 2025, CFDS reported audited revenue of
£17.33m, PBT of £1.36m and had net assets of £3.93m. The Acquisition was
conditional upon National Security and Investment Act approval, which was
received from the Cabinet Office on 22 August 2025.

 

With 4 months of FY25 remaining, it is expected that the Acquisition will add
£4m revenue and £0.4m PBT to current FY25 market expectations which were
Group revenue of £52m and adjusted PBT of £5.2m. The Acquisition will also
have a positive impact on FY26 revenue and adjusted PBT, which are expected to
increase by £17m and £1.4m respectively, above current FY26 market
expectations of £55m and £5.8m, whilst also prudently allowing for the
necessary integration of policies, processes, systems and facilities.

 

Strategic rationale for the Acquisition

 

Journeo's strategic acquisition of CFDS will add depth and breadth to
capabilities in critical 'cost of failure' solutions across public transport,
passenger information and vital national infrastructure installations, such as
those at major railway stations, international airports and nuclear power
generation facilities. Over the last 4 years, Journeo has invested over £6m
in Research and Development and launched a powerful suite of software-based
solutions and services into the Fleet Operator and Local Authority markets,
which combined with the acquisitions of Infotec and MultiQ Denmark in 2023,
have helped generate a CAGR in revenue of 38% and CAGR in profit before tax of
102%.

 

These foundations, alongside the strong organic growth into established
verticals, have highlighted a number of opportunities to take core
capabilities into adjacent markets by acquiring profound domain expertise in
attractive customer segments, where there are high barriers to entry and
significant growth opportunities.

 

This natural expansion of the strategy opens new avenues for organic growth in
areas where Journeo's core competencies and leading technologies can be
deployed into correlated markets. This aligns with the 3-year goal to take
Journeo to £100m revenue, with strong margins, and executing via strategies
of minimum risk; always understanding the importance of domain expertise and
intellectual property.

 

As this strategy moves forward the terminology will evolve to three
significant profitable categories which better reflect the current corporate
activities and growth opportunities of Journeo:

 

·    Integrated Services: Packaged solutions of software, hardware, and
services; supported 24/7

·    Information Systems: Visual display of transit information and
infotainment

·    Infrastructure Protection: Safety focused physical and cyber security
of infrastructure

 

Admission of Consideration Shares and Total Voting Rights

 

Application has been made for the 255,366 Consideration Shares to be admitted
to trading on AIM and it is expected that Admission will occur on 5 September
2025 ("Admission"). Following Admission, the Company will have 17,225,794
Ordinary Shares in issue and no shares held in treasury. Accordingly, the
total number of voting rights in the Company following Admission will be
17,225,794. This figure should be used by Shareholders as the denominator for
calculations by which they can determine if they are required to notify their
interest in, or a change to their interest in, Ordinary Shares under the FCA's
Disclosure, Guidance and Transparency Rules.

 

Russ Singleton, Chief Executive Officer, commented:

 

"We are delighted to announce the acquisition of CFDS, a recognised leader in
utility Infrastructure Protection solutions. This acquisition aligns with our
strategy of taking our core capabilities into adjacent markets and strengthens
our offering and broadens our reach. We look forward to working closely with
the CFDS team to unlock value and deliver enhanced integrated solutions to a
broader client base."

 

A digital copy of this announcement will be available on the Group's website:
www.journeo.com (http://www.journeo.com/) .

 

For further information, please contact:

 

 Journeo plc                                                       +44 (0) 203 651 9166

Russ Singleton/ Nick Lowe
 Cavendish Capital Markets Limited - Nominated Adviser and Broker  +44 (0) 207 220 0500

Katy Birkin/ Callum Davidson

 

 

 

 

 

 

Notes to editors:

 

Journeo plc is a leading Intelligent Systems provider, delivering sustainable
solutions in towns, cities, airports, and the public transport networks that
connect them while safeguarding critical infrastructure and high-security
environments with advanced access control, intrusion detection, and
surveillance technologies.

 

The business has six operating companies:

 

·      Journeo Fleet Systems: CCTV video surveillance to improve
passenger & driver safety, telematics for vehicle and driver performance
monitoring, real-time communications for remote condition monitoring and
automatic passenger counting.

·      Journeo Passenger Systems: design, manufacture, installation, and
management of hardware and software for electronic public transport
information systems, in and around towns, cities, ferry terminals and airports
which includes smart-ticketing and wayfinding.

·      Infotec: design, advanced manufacture, installation and software
management of information displays hardware for rail applications in stations,
on-platform and on-vehicle.

·      Crime and Fire Defence Systems: specialise in protection of
Critical National Infrastructure sites including utilities, defence and high
security industrial and commercial applications.

·      Journeo AS (based in Aarhus, Denmark): full-service provider of
Intelligent Transport Systems ("ITS") with customers in Denmark, Sweden and
Iceland.

·     Journeo AB (based in Stockholm, Sweden): technical services
provider to public transport customers in Sweden.

 

In the last 4 years, the Company has invested over £6 million in research and
development, enabling it to design and supply powerful innovative solutions
for customers' complex requirements and the demands of modern public
transport. With an Internet of Things ("IoT") approach and open standards,
together with field-proven and reliable engineering, Journeo is able to offer
flexible, scalable products and services that can integrate with existing
technology while preparing for future advancements.

 

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