Tracsis, a leading provider of software and services for the rail, traffic data and wider transport industries, is pleased to announce that it has acquired the entire issued share capital of Bellvedi Limited (‘Bellvedi’).
Bellvedi is a UK based software company that operates within the rail industry and specialises in timetabling optimisation software. Bellvedi’s key product, ATTUne, is a timetable planning software package and is extensively used by Train Operating Companies, infrastructure providers, franchise bidding teams and rail consultancies for the creation, validation, optioneering and optimisation of timetables in time pressured environments.
Tracsis and Bellvedi have partnered on several significant software projects – most notably on Tracsis’ recent major contract wins – with the ATTUne software forming a key part of the TRACS Enterprise offering. As such, the acquisition of Bellvedi is strategically important and highly complementary to the Tracsis software offering and future product roadmap.
In the year ended 31 March 2019, Bellvedi generated revenue of £1.6m, Profit before Tax of £0.7m, and had net assets of £0.9m. The business is debt free, and has grown rapidly since it started trading in 2013. Bellvedi employs eleven permanent staff, all of whom will remain with the business post transaction.
The acquisition consideration comprises an initial cash payment of £3.7m which will be funded out of Tracsis cash reserves and the issue of 45,525 new ordinary shares in Tracsis (issued at a price of 648p) with a value of £0.3m. An additional payment of circa £0.9m will be made on a pound for pound basis to reflect the net current asset position of the business at completion and will be finalised in due course. Additional contingent consideration of up to £7.9m is payable subject to Bellvedi achieving certain stretched EBITDA financial targets in the four years post acquisition.
John McArthur, Chief Executive Officer of Tracsis plc, commented:
“Tracsis has known the Bellvedi team for a number of years and has worked with them closely on a number of key projects. Bellvedi has a great product and complimentary customer base and their expertise in timetable planning and optimisation is second to none. The ATTUne software fulfils a critical element of our TRACS Enterprise suite and coming together with Bellvedi allows us to create a more seamless product whilst also accelerating our industry roll out. We welcome the Bellvedi team to Tracsis, and look forward to continued successes in the future.”
John Bell, Managing Director of Bellvedi, commented:
“This transaction marks the start of an exciting new chapter in the life of Bellvedi and our products. Over the past few years, Bellvedi has established a reputation as a provider of first class software products to our customers, empowering the rail industry to push boundaries and innovate beyond the established norms. Being part of a larger Group will enable us to unlock opportunities that will benefit the UK rail industry and beyond.”
An application has been made for the new Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 8 May 2019. The shares issued are subject to a two year lock-in agreement whereby no disposals may be made within the first 12 months with any disposals thereafter up to 24 months subject to orderly market conditions.
Following the issue of the new shares, the total number of shares in issue will increase to 28,652,607. For the purposes of the Financial Conduct Authority’s Disclosure and Transparency Rules (“DTRs”), the issued ordinary share capital of the Company following this allotment consists of 28,652,607 Ordinary Shares with voting rights attached (one vote per Share). There are no Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, Tracsis under the DTRs.