Kingswood Holdings Limited (AIM:KWG) agreed to acquire Metnor Holdings Limited for £16 million on November 23, 2021. Under the terms, Kingswood will pay initial cash consideration of £9.6 million, a maximum of £6.4 million of deferred consideration, payable over a two year period, some of which is subject to the achievement of pre-agreed performance targets and a performance based earn out linked to the three year EBITDA growth. Each part of the Consideration may be paid in cash or, if a selling shareholder of Metnor so elects and Kingswood agrees, in ordinary shares of Kingswood.

If the consideration is to be settled in cash, it will be funded from the issue of convertible preference shares. For 12 month period to October 31, 2021, Metnor reported revenue of £3.3 million and EBITDA of £1.3 million. The transaction is subject to regulatory approval.

Grant Thornton International Ltd. and Eversheds Sutherland acted as due diligence providers, accountant and legal advisor to Kingswood. Stuart Andrews and Simon Hicks of finnCap Ltd acted as financial advisors to Kingswood. Simpson Wood Limited acted as accountant and Pannone Corporate LLP acted as legal advisor to Metnor.