REG - K3 Bus Tech Grp PLC - Proposed disposal of NexSys Solutions Ltd for £36m

K3 Business TechnologyAnnouncement

02/12/2024 07:00

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RNS Number : 2803O  K3 Business Technology Group PLC  02 December 2024

2 December 2024

AIM: KBT

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

K3 BUSINESS TECHNOLOGY GROUP PLC

("K3" or the "Group" or the "Company")

Provider of business-critical software solutions focused on fashion and
apparel brands

 

Proposed disposal of NexSys Solutions Limited for £36.0m

 

Summary

·      The Board of K3 is pleased to announce that it has reached
agreement with SYSPRO, a global ERP software provider controlled by funds
managed and/or advised by Advent, over the sale of the Group's wholly owned
subsidiary, NexSys, which is a leading SYSPRO elite partner in the UK and has
over 40 years' experience of providing and supporting specialised business
software solutions to manufacturers and distributors.

·    Under the terms of the agreement, the total consideration for NexSys
is £36.0 million to be paid in cash on Completion ("Consideration").

·      For the year ended 30 November 2023, NexSys generated, on a
proforma basis, revenue of £12.1m (2022: £12.5m), adjusted EBITDA of £3.8m
(2022: £3.5m) and an adjusted operating profit of £3.6m (2022: £3.4m). As
at 31 May 2024 NexSys had a total asset value of £2.57 million and a net
asset value of £(0.15) million.

·      The Consideration represents an attractive valuation for NexSys
and is at

o  a premium of 28.8% to the Market Capitalisation of K3, which stood at
approximately £28.0 million as at 29 November 2024 (being the Latest
Practicable Date prior to the publication of this document) and

o  a 30.5% and 15.6% premium to K3's average Market Capitalisation over the
past one and three months, respectively.

o  After normalised working capital adjustments and intercompany flows, and
after deducting associated transaction costs, the Company expects to receive
net proceeds from the proposed Disposal of approximately £34.4 million upon
Completion.

·     The sale of NexSys, which is part of the Third-party Solutions
Division, is conditional on Shareholder approval at a General Meeting on 19
December 2024.

·      Following completion of the Disposal, the Board expects the
Remaining Group to become month on month cash break even, after full
allocation of central overhead, during the first quarter of 2025.

·     It is anticipated that a substantial proportion of the net proceeds
will be returned to Shareholders during the first half of 2025, following the
Board's due consideration of the most effective and practicable way of
distributing net proceeds. The remainder of the proceeds will be retained
within the Group for working capital and restructure funding purposes.

 

Background to, and reasons for, the Disposal

·      Since the management changes that took place in late 2023, the
Board has been highly focused on driving shareholder value and has pursued a
strategy to simplify the Group's operations, focus on cash generation and
reduce costs.

·    The Board has decentralised the Group to create separate business
units, which address different market sectors. Greater responsibility has been
devolved to the leadership teams of each business unit, with each unit focused
on its value drivers, the growth opportunities available, profitability and
cash generation. Alongside this, the Group's central costs have been reduced.
The Proposed Disposal is a clear outcome from this process.

·      In August 2024, Advent announced that it had reached agreement
(through newly incorporated companies controlled by funds managed and/or
advised by Advent) to acquire a majority ownership stake in the group of
companies that operates the business known as "SYSPRO", a leading global ERP
software provider for the manufacturing and distribution industries of which
NexSys is the UK and Ireland's leading reseller.  This opened up a valuable
opportunity to explore ways of realising the strategic value within NexSys to
the benefit of both parties and to the Group's stakeholders.

·     The Directors believe that NexSys is an excellent strategic fit with
SYSPRO and that the business, customers, operations and staff of NexSys will
be well served under Advent's ownership and as part of its wider SYSPRO
offering, and as a larger global business. Advent has the resources and market
experience to more fully capitalise on NexSys's strategic value.

·      The Directors believe that the Market Capitalisation of K3 has
suffered from the variance between the financial characteristics of the
constituent parts of the Group and the heavy burden of the Group's complexity
and associated central costs.  The opportunity to realise more than K3's
current Market Capitalisation from the Disposal therefore represents an
attractive opportunity to deliver shareholder value.

 

Recommendation, irrevocable undertakings and letters of intent

·      In view of the size of the Disposal relative to the Company, the
Disposal will result in a fundamental change of business of the Company for
the purposes of Rule 15 of the AIM Rules and is therefore conditional upon the
approval of Shareholders.

·      The Directors consider that the Disposal is in the best interests
of the Company and its Shareholders as a whole and recommend that Shareholders
vote in favour of the Resolution to be proposed at the General Meeting.

·      Directors and certain Shareholders holding a total of 41,427,138
Ordinary Shares, and representing, in aggregate, approximately 92.6% of the
Company's issued share capital have provided irrevocable undertakings and
letters of intent to vote in favour of the Resolution.

 

Information on Safari UK Bidco Limited2 and Advent International

·      Safari UK Bidco Limited is a company controlled by funds managed
and/or advised by Advent, which indirectly own certain of the companies that
operate the business known as SYSPRO.

·      Advent is an experienced software investor with investments in
ERP, financial and manufacturing software. It has a 34-year track record in
technology investing, including in the manufacturing and industrial space,
having invested $21bn within the sector globally in the last 33 years.

 

Information on NexSys

·    NexSys is currently a substantial element within the Group's
Third-party Solutions Division. NexSys provides, integrates, implements and
supports business software solutions for manufacturers and distributors. It is
a SYSPRO elite partner in the UK and has over 40 years' experience of
delivering specialised ERP solutions. It is headquartered in Manchester and
currently employs approximately 80 people.

·      NexSys also accounts in large part for the Group's current
second-half bias in terms of earnings and cash inflows, with annual software
licence fee and maintenance and support contract renewals occurring in the
Group's fourth quarter.

 

Use of Funds and Return of Capital

·      Upon Completion, on or around 8 January 2025, the Company expects
to receive a total consideration of £36.0 million in cash (£34.4 million
after adjustments and transaction costs).

·      It is anticipated that a substantial proportion of the proceeds
from the Disposal will be returned to Shareholders in the first half of 2025
once the Board has considered the most effective and practicable way of
achieving this. The remainder of the proceeds will be kept within the Group
for working capital purposes and to ensure that the remaining parts of the
Group are appropriately funded. The Company will make an announcement in due
course setting out the terms and timetable of the capital return.

 

Expected Timetable

 

Publication of circular
 
          3 December 2024

General
Meeting
                10.00 a.m. on 19 December 2024

Anticipated Completion of
Disposal
                8 January 2025

 

 

Eric Dodd, Chief Executive Officer of K3 Business Technology Group plc, said:

 

"As the UK and Ireland's largest reseller of SYSPRO software, our NexSys
business is a superb fit for Advent, and we are delighted to have reached this
agreement. Advent is a leading technology investor and its purchase of NexSys
is a natural next step following its recent acquisition of a majority holding
in SYPRO. Advent has the resources and market experience to more fully
capitalise on NexSys's strategic value.

 

"We view the proposed sale as an excellent outcome for K3 shareholders,
NexSys, and Advent and recommend that shareholders vote in favour the proposed
sale at the Company's General Meeting in December."

 

Jaco Maritz, Chief Executive Officer of SYSPRO, said:

"SYSPRO, an Advent and Safari company, believes that NexSys is a compelling
strategic fit given the company's position as a trusted provider of digital
solutions to manufacturing and distribution companies across the UK and
Europe."

 

"The carve-out acquisition is a key milestone in Safari's SYSPRO strategy to
expand its global footprint, strengthening its presence in the UK and
extending its reach across Europe. The acquisition will also enable SYSPRO to
expand its highly regarded digital manufacturing suite with new products and
capabilities."

 

"Safari believes there are further initiatives that would help accelerate its
existing strategy and which it intends to confirm after a detailed review of
the business and operations following Completion.  Safari and SYSPRO attaches
great importance and value to the skills, experience and commitment of the
existing management and employees of NexSys."

 

Enquiries:

 

 K3 Business Technology Group plc       Eric Dodd, Chief Executive Officer          T: 0161 876 4498

 www.k3btg.com (http://www.k3btg.com)   Lavinia Alderson, Chief Financial Officer

 Cavendish Capital Markets              Julian Blunt/ Dan Hodkinson                 T: 020 7220 0500

 (NOMAD & Broker)                       (Corporate Finance)

                                        Sunila De Silva (Corporate Broking)

 KTZ Communications                     Katie Tzouliadis/ Robert Morton             T: 020 3178 6378

 

 

 

Proposed Disposal of NexSys Solutions Limited

1.         INTRODUCTION

 

The Board is pleased to announce that it has conditionally agreed to sell
NexSys to the Purchaser for total cash consideration of £36.0 million.

The Board believes the Consideration for the Disposal represents an attractive
valuation for NexSys and is at a premium of 28.8% to the Market Capitalisation
of K3 of approximately £28.0 million as at 29 November 2024 (being the Latest
Practicable Date) and a 30.5% and 15.6% premium to K3's average Market
Capitalisation over the past one and three months, respectively(1). After
adjustments and associated transaction costs the Company expects to receive
net proceeds from the Disposal of approximately £34.4 million upon
Completion.  It is anticipated that a substantial proportion of the net
proceeds will be returned to Shareholders during the first half of 2025 once
the Board has had a chance to consider the optimal way of achieving this from
a technical, legal and tax perspective, with the remainder of the proceeds
kept within the Group for working capital and restructure funding purposes.

In view of the size of the Disposal relative to the Company, the Disposal will
result in a fundamental change of business of the Company for the purposes of
Rule 15 of the AIM Rules and is therefore conditional upon the approval of
Shareholders. That approval will be sought at a General Meeting of the Company
to be held at 10.00 a.m. on 19 December 2024 at the offices of Cavendish
Financial Plc, One Bartholomew Close, London, EC1A 7BL.

The Purchaser has received irrevocable undertakings or letters of intent from
the Directors and certain Shareholders to vote in favour of the Disposal in
respect of a total of 41,427,138 Ordinary Shares, representing, in aggregate,
approximately 92.6% of the Company's issued share capital.

 

1              Based on the volume weighted average price over
the relevant period.

 

2.         BACKGROUND TO, AND REASONS FOR, THE DISPOSAL

Since management changes in late 2023 the Board has been highly focused on
creating separate business units, with their own focus on cash generation and
value drivers, while reducing central group costs and devolving greater
responsibility to the business unit leadership teams which now separately
manage and respectively address different market sectors. This reflects the
Board's strategy to simplify the Group's operations, more effectively address
the opportunities within their respective market sectors, to reduce central
costs and to drive shareholder value, whilst also having regard to the
interests of other key stakeholders. The proposed Disposal is a clear outcome
from this process.

During the course of 2024, the Board has had a number of conversations with
parties expressing interest in parts of Group with a view to ascertaining
whether or not the Director's strategic ends might be best met through selling
individual parts of the Group.  The announcement therefore in August 2024 of
Advent's agreement (through newly incorporated companies controlled by funds
managed and/or advised by Advent) to acquire a majority ownership stake in the
group of companies that operates the business known as "SYSPRO", a leading
global ERP software provider for the manufacturing and distribution industries
of which NexSys is the UK and Ireland leading reseller, provided a valuable
catalyst to leverage the strategic value within NexSys.  The Directors
believe that under Advent's ownership and as part of its wider SYSPRO
offering, the business, customers, operations and staff of NexSys will be well
served, as part of a larger global business under the stewardship of owners
with the resources and market experience to fully capitalise on its strategic
value.  Advent is an experienced software investor with investments in ERP,
financial and manufacturing software.  In addition to a 34 year track record
in technology investing, Advent brings a depth of experience in the
manufacturing and industrial space, having invested $21bn within the sector
globally in the last 33 years.

The Directors believe that the Market Capitalisation of K3 has suffered from
the variance between the financial characteristics of the constituent parts of
the Group and the heavy burden of the Group's complexity and associated
central costs, so the opportunity to realise more than the current K3 Market
Capitalisation from the Disposal represents an attractive opportunity to
deliver shareholder value:

·      The Consideration represents a 28.8% premium to K3's Market
Capitalisation (as at the Latest Practicable Date) and a 30.5% and 15.6%
premium to K3's average Market Capitalisation over the past one month and
three months, respectively(1).

·    The Disposal should enable K3 to undertake a significant return of
cash to Shareholders during the first half of 2025 (assuming the Resolution is
approved).

Following the Disposal, Shareholders will retain their interest in K3 which
will include the Group's K3 Products Division and the remaining parts of the
Third-party Solutions Division (excluding NexSys), being principally the
Global Accounts business (together "the Remaining Group"), further details of
which are set out below.

 

1              Based on the volume weighted average price over
the relevant period.

NexSys overview

NexSys is currently a substantial element within the Group's Third Party
Solutions Division.  NexSys provides, integrates, implements and supports
business software solutions for manufacturers and distributors. It is a SYSPRO
elite partner in the UK and has over 40 years' experience of delivering
specialised ERP solutions. NexSys enables its customers to manage, monetise
and control business-critical processes, inventory and production, and take
decisions made on accurate and reliable real-time insights. This helps NexSys
customers to maximise their opportunities by optimising their financial
returns, innovating more easily, improving operational efficiencies, and
improving their competitive edge.  NexSys is headquartered in Manchester and
currently employs approximately 80 people.

NexSys also accounts in large part for the Group's current second-half bias in
terms of earnings and cash inflows, with annual software licence fee and
maintenance and support contract renewals occurring in the Group's fourth
quarter.

Including the small Integrated Business Solutions ("IBS") business unit merged
with NexSys during 2023 and excluding allocations of Group central overheads,
the trading performance of NexSys for the 2 years to 30 November 2023 was, on
a proforma basis, as follows:

 

 

 £ million                  Year to 30 November 2023                                      Year to 30 November 2022
 Revenue                                               12.1                                                    12.5
 Adjusted EBITDA                                         3.8                                                   3.5
 Adjusted Operating Profit                               3.6                                                   3.4

 
3.         SUMMARY TERMS OF THE DISPOSAL

Pursuant to the Share Purchase Agreement entered into between the Company and
the Purchaser on 29 November 2024, the Purchaser has conditionally agreed to
acquire NexSys for total cash consideration of £36.0 million on a debt-free,
cash-free basis, and with a normalised level of working capital. The net cash
proceeds arising from the Disposal (after adjustments and anticipated
transaction costs on behalf of K3) are expected to be approximately £34.4
million.

The proposed Disposal is conditional upon approval of the Resolution. The
General Meeting for approval of the Resolution is on 19 December 2024 and
Completion is expected on or around 8 January 2025. The Consideration is
determined by using a locked box mechanism based on a 30 September 2024
accounts date and is subject to customary adjustments for any leakage
(excluding permitted leakage).  The Share Purchase Agreement includes
customary warranties and covenants and a customary tax indemnity.

On completion of the Disposal, K3 will provide transitional services to NexSys
as agreed in the Transitional Services Agreement.  This agreement covers
items around payroll, HR, office space and IT.

4.         USE OF FUNDS AND RETURN OF CAPITAL

It is expected that upon Completion, expected to be on or around 8 January
2025, the Company will receive total cash consideration of £36.0 million
(£34.4 million after deducting transaction costs).

It is anticipated that a substantial proportion of the proceeds from the
Disposal will be returned to Shareholders in the first half of 2025 once the
Board has had a chance to consider the optimal way of achieving this from a
technical, legal and tax perspective. The remainder of the proceeds will be
kept within the Group for working capital purposes and to ensure the remaining
parts of the Group are appropriately funded going forward. The Company will
make an announcement in due course setting out the terms and timetable of the
capital return.

 

5.         K3 POST DISPOSAL

Post Completion, the Company will continue to be a public company quoted on
AIM with the principal operating divisions comprising:

·      K3 Products Division:  This division provides software products
and solutions that are powered by the Group's own software intellectual
property. They comprise strategic products focused on the fashion and apparel
market, specialist solutions for the visitor attractions market and other
stand-alone point-of-sale and ERP solutions, which are mainly legacy products;
and

·   Third Party Solutions Division:  This division, in which NexSys
currently sits, will comprise principally the Group's Global Accounts business
unit which includes the Group's relationship with Inter IKEA Systems B.V. (the
owner and franchisor of the Inter IKEA concept) and certain Inter IKEA concept
overseas franchisees. As well as supporting IKEA franchisee customers with
their IKEA solution, K3 also provides and supports those overseas IKEA
franchisees with integrations, additional solutions, localisations,
development, consultancy and system enhancements, which is key to the smooth
functioning of such franchisees's IKEA stores and back-office solutions.

(Together, the "Remaining Group").

In the year to 30 November 2023 the Remaining Group generated revenue of
£31.7 million and an adjusted operating loss of £2.3 million.  The Board
has subsequently developed the Remaining Group and expects it to become month
on month cash break even, after full allocation of central overhead, during
the first quarter of FY2025.  The Remaining Group will retain a small
proportion of the net cash proceeds, which the Directors will determine in due
course, in order to leave the Remaining Group with sufficient working capital
and restructuring funding to operate debt free.

A small proportion of central overhead costs will be shared between NexSys and
the Remaining Group pursuant to the Transitional Services Agreement.

 

6.         FINANCIAL IMPACT OF THE DISPOSAL ON NEXSYS

The Disposal will involve K3 selling NexSys, which for FY23 generated £12.1
million of revenue and £3.6 million of adjusted operating profit (before
central cost allocation), representing 28% and 286% of Group revenue and Group
adjusted operating profit respectively. As at 31 May 2024 NexSys had a total
asset value of £2.57 million and a net asset value of £(0.15) million,
representing 18.6% and (0.6)% of Group total asset value and net asset value
respectively.  As a result of the Disposal, ongoing revenue and profitability
for the Group will be reduced and there is expected to be a large one-off
profit on disposal which will be recognised in the Group's accounts for the
year ending 30 November 2025.

K3 expects to publish its results for the year ended 30 November 2024 in March
2025. Under IFRS the accounts will be presented on a continuing and
discontinued basis.

 

7.         IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Excluding Oliver Scott, whose beneficial holding is presented via Kestrel
Partners LLP, the other Directors who hold Ordinary Shares in the Company,
being Tom Crawford, Lavinia Alderson and Gabriel Hase have irrevocably
undertaken to vote in favour of the Resolution at the General Meeting in
respect of their own beneficial holdings of, in aggregate, 64,201 Ordinary
Shares, representing approximately 0.14% of the Company's issued share
capital.

 

 Board irrevocable undertakings  Number of Ordinary Shares    % Holding
 Tom Crawford                    61,445                       0.14
 Gabrielle Hase                  2,500                        0.01
 Lavinia Alderson                256                          0.00
 Total                           64,201                       0.14%

In addition, the following Shareholders have provided irrevocable undertakings
to vote in favour of the Resolution, representing, in aggregate, 77.1% of the
Company's issued share capital.

 Irrevocable undertakings           Number of Ordinary Shares     % Holding
 Kestrel Partners LLP (Note 1)      12,990,869                    29.04%
 PJ Claesson                        10,721,780                         23.97%

 Richard Griffiths                  4,943,750                         11.05%

 Lombard Odier Investment Managers  5,831,538                         13.04%

 Total                              34,487,937                    77.10%

(1)              Oliver Scott is a partner of and holds a
beneficial interest in Kestrel Partners LLP ("Kestrel") and in Kestrel
Opportunities, a fund managed by Kestrel.  He is therefore deemed to have a
beneficial interest in Kestrel Opportunities' entire legal holding in the
Company, amounting to 8,631,682 of the above disclosed holding of Kestrel
Partners LLP.

In addition, Canaccord Genuity Wealth Management has provided a non-binding
letter of intent to vote in favour of the Resolution, in respect of 6,875,000
Ordinary Shares representing 15.4% of the Company's issued share capital.

The Purchaser has therefore received irrevocable undertakings and letters of
intent in respect of a total of 41,427,138 Ordinary Shares, representing, in
aggregate, approximately 92.6% of the Company's issued share capital.

 

8.         CURRENT TRADING AND PROSPECTS

The Board confirms that the Group's results for the year to 30 November 2024
are in line with the Board's expectations with Group adjusted operating profit
of no less than £1.9 million (before exceptional items and charges for share
based payments), up approximately 50% on the prior period. The Group's net
cash position (pre-IFRS 16) as at 30 November 2024 is expected to exceed £8.3
million (30 November 2023: £8.3 million) and the Remaining Group is expected
to reach month on month operating profitability during the first quarter of
FY2025.

All above references to figures for the financial year ended 30 November 2024
are approximate and subject to final close and audit.

 

9.         GENERAL MEETING

The Disposal is deemed a fundamental change for the purposes of Rule 15 of the
AIM Rules, and consequently completion of the Disposal is dependent upon
approval of the Resolution by Shareholders. For the avoidance of doubt, K3
will, on Completion, continue to be classified as an operating company and not
as an AIM cash shell pursuant to AIM Rule 15.  A General Meeting is being
convened at 10.00 a.m. on 19 December 2024 at Cavendish Financial Plc, One
Bartholomew Close, London, EC1A 7BL, at which an ordinary resolution will be
proposed to approve the Disposal.

A circular to Shareholders is expected to be despatched tomorrow in connection
with the Disposal and will be available from then on the Company's website
www.k3btg.com/investor-centre (http://www.k3btg.com/investor-centre) for the
purposes of AIM Rule 26.

 

10.       BOARD RECOMMENDATION

The Directors consider that the Disposal is in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors are
unanimously recommending that Shareholders vote in favour of the Resolution to
be proposed at the General Meeting.

The Directors have irrevocably committed to vote in favour of the Resolution
in respect of their aggregate beneficial shareholdings of 8,695,883 Ordinary
Shares representing approximately 19.4% of the Ordinary Shares in issue.

 

DEFINITIONS

 

The following definitions apply throughout this announcement unless the
context otherwise requires:

"Act"
Companies Act 2006

"AIM"
AIM, a market operated by the London Stock Exchange

"AIM
Rules"
the AIM Rules for Companies published by the London Stock Exchange (as amended
from time to time)

"Board" or
"Directors"
the directors of the Company or any duly appointed committee thereof

"Company" or
"K3"
K3 Business Technology Group plc, a public limited company incorporated in
England and Wales with registered number 02641001

"Completion"
completion of the Disposal under the terms of the Share Purchase Agreement

"Consideration"
the cash consideration to be paid by the Purchaser to K3 on Completion

"Disposal"
the proposed sale of NexSys to the Purchaser in accordance with the Share
Purchase Agreement

"General
Meeting"
the general meeting of the Company to be held in connection with the Disposal
on 19 December 2024

"Group"
the Company and its subsidiaries and subsidiary undertakings (in each case as
defined in the Act)

"Latest Practicable Date"                           29 November
2024 being the latest practicable date prior to the publication of this
announcement

"London Stock Exchange"                            London
Stock Exchange plc

"Market Capitalisation"                            calculated
as the total number of Ordinary Shares in issue multiplied by the price per
Ordinary Share

"NexSys"
the Company's subsidiary, NexSys Solutions Limited, a private limited company
incorporated in England and Wales with registered number 01748035

"Offer"
the offer for NexSys by the Purchaser for total cash consideration of £36.0
million

"Ordinary
Shares"
ordinary shares of £0.25 each in the capital of the Company

"Purchaser"
Safari UK Bidco Limited, a company controlled by funds managed and/or advised
by Advent International, LP ("Advent"), which wholly-owns (directly and
indirectly) certain of the companies that operate the business known as
"SYSPRO"

"Resolution"
the resolution to be proposed at the General Meeting

"Shareholders"
holders of Ordinary Shares

"Share Purchase Agreement"                     the conditional
share purchase agreement dated 29 November 2024, entered into between the
Purchaser and the Company in respect of the Disposal

"Transitional Services Agreement"             the transitional
services agreement between the Company and NexSys

"UK"
the United Kingdom of Great Britain and Northern Ireland

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