26 July 2018
Milamber Ventures plc
(“Milamber” or “the Company”)
Heads of Terms Agreed
Milamber Ventures plc (NEX: MLVP), an investment company in the education, technology and media sectors, is pleased to announce it has agreed Heads of Terms with the owners to acquire 100% of Orchard Rock, a leader in the UK health and social care training market, which was established 13 years ago (“Orchard Rock”). Any acquisition of Orchard Rock will be subject to third party equity funding, final due diligence, approval of the Board of Milamber and signature of a binding share purchase agreement. In order to allow Milamber to complete the work required to move to a successful transaction, Milamber and Orchard Rock have agreed a period of exclusivity.
Milamber will pay up to £1.9 million in cash and shares for Orchard Rock. An initial payment of £800,000 in cash will be made by Milamber on closing, subject to completion of a capital markets fund raise, which is currently under way. A further payment of £200,000 will be made on completion of management handover and one quarter’s financial reporting along with the potential arrangement of new debt facilities to position Orchard Rock for growth.
Milamber will also settle up to £900,000 in Milamber ordinary shares at the current mid-price of 9 pence per share to the current owners of Orchard Rock, determined quarterly on the achievement of certain EBITDA milestones.
In the twelve months to April 2018, Orchard Rock’s records show revenue of £980,000 and EBITDA of £374,000, with significant year-on-year growth.
As part of the proposed agreement, Milamber will also acquire 15% of YourHippo, a digital learning business co-owned by Orchard Rock’s management team, with services which meet the modern demands for online training and which completes the offering of Orchard Rock. Milamber and YourHippo’s owners have agreed in principle that Milamber issue £100,000 in Milamber ordinary shares for this holding.
Andy Hasoon, Executive Chairman and CEO of Milamber, commented, “Following our acquisition of Essential Learning in December 2017 we have been looking for a new acquisition to extend our offering in the training and education sectors. We strongly believe Orchard Rock offers the perfect opportunity for us. It works with some of the largest healthcare providers in the UK, is profitable and cashflow positive. The revenue synergies with Essential Learning are significant and meaningful.
“With our growing expertise in the industry, together with synergies from earlier acquisitions in the education sector, we are confident of continuing the excellent work performed by Orchard Rock’s management.”
Milamber Ventures plc
T: 07768 875 681
First Sentinel Corporate Finance Limited (NEX Exchange Corporate Adviser)
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Leander (Financial PR)
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