Released on Wednesday 26th September 2012
Quindell Portfolio Plc
("Quindell" or the "Group")
Acquisition and Increase in Director Shareholding
Quindell Portfolio Plc (AIM: QPP.L), the provider of sector leading expertise in software, consultancy and technology enabled outsourcing in its key markets, being Insurance, Telecommunications and their Related Sectors, is pleased to announce that it has completed the acquisition of the group of companies comprising Overland Health ("Overland Health"), a full-service, integrated, rehabilitation supplier to the insurance industry as previously announced on 19 April 2012.
Overland Health is a full-service, integrated rehabilitation supplier to the insurance industry, employers and occupational health providers. Overland Health was established in 2009 with a completely new vision for serving the rehabilitation market, offering clients a unique multi-disciplinary rehabilitation service through the use of its cloud-based technology, evidence-based assessment and management tools, and outcome focused programmes. Its rehabilitation offering includes physiotherapy, psychological counselling and injury case management including specialist medical treatments. With Overland Health as an integrated part of the Group, it provides the platform for Quindell to acquire selected rehabilitation and treatment centres, thereby extending Quindell's reach deeper into the insurance supply chain, enabling Quindell to drive through service synergies, change the way in which the industry operates, lower the cost of claims and improve service for clients.
As a result of its work with Quindell over the past year, Overland Health has proven that the confrontation that often exists between the interested parties at the point rehabilitation services are initially proposed, can be resolved. Their model, which is to have these services, wherever possible, agreed by both defendant and claimant at the earliest possible opportunity, has delivered significant results and as a consequence the Group's medico legal reporting subsidiary, Mobile Doctors, has now transitioned a significant proportion of its rehabilitation work to this pre-authorised model.
As disclosed on 19 April 2012, the terms of the acquisition values Overland Health at £14 million and has been satisfied by the issue today of 140,000,000 Quindell shares. This valuation has been calculated on a multiple of 6.5 times Overland Health's targeted profit after tax of £2.16 million for the twelve-month period ending 31 December 2013 (the "Target Profit"). The shares are subject to lock in of between 12 and 36 months from the date of issue. In the event that Overland Health misses its Target Profit, the Group will receive compensation from the vendors in the form of cash equal to 6.5x the shortfall. Through its work with Overland Health over the past year Quindell has already been working in partnership to deliver volume to the business, generating significant improvements in both revenue and profitability. On the basis of the growth delivered to date and run rate revenues currently being achieved, the Boards of both Overland Health and Quindell are confident that 2013 targets will be met or more likely exceeded.
Increase in Director Shareholding
Associated with the transaction above Ubiquity Capital LLP, a company connected to Jason Cale, a non-executive director of the Company, has increased its shareholding in Quindell Portfolio (AIM: QPP.L) from 61,241,396 to 69,641,396.
The Board of Quindell Portfolio Plc (AIM: QPP.L) has also been informed that on 25 September 2012 Ubiquity Capital LLP purchased 1,625,000 ordinary shares of 1 pence each ("Ordinary Shares") at a price of 10 pence per share.
Following this transaction, Mr Cale, together with those shares held by Ubiquity Capital LLP, is interested in a total of 71,266,396 Ordinary Shares in the Company, representing approximately 2.45 per cent. of the total issued share capital.
Rob Terry, Chairman and Group Chief Executive of Quindell, said:"Based on the current run rate volumes being achieved in partnership with Overland and pilots already underway, the Board and I are confident that Overland will be able to meet and even exceed the targets agreed. It is some time since the agreement was originally reached to acquire Overland, back in April 2012, but we have used the time to prove that the two businesses can work together effectively and that the warranted profit target can be delivered from current volumes. Now is the right time to complete this acquisition and deliver this key part of the integrated Quindell model, which we are confident will be earnings enhancing for the Group from day one."
Update on mandatory cash offer with share alternative for Ai Claims Solutions Plc ("Ai Claims")
Quindell is also pleased to confirm that it has now concluded its purchase of Ai Claims shares under the Sell-out Right process previously outlined in the Group's announcement on 14 June 2012 with the issue of 882,146 new Quindell shares and cash of c.£38,000 to acquire 432,895 Ai Claims shares, representing c.0.7 per cent., in Ai Claims that were not already owned by Quindell. Following the acquisition of these shares, the Group now owns c.98.4 per cent. of Ai Claims.
Application has been made for the 140,882,146 New Shares to be admitted to trading on AIM. Admission of the shares is expected to occur on 28 September 2012. Following Admission Quindell will have 2,906,009,122 ordinary shares in issue. The Company has no ordinary shares held in treasury. The total of 2,906,009,122 ordinary shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
|For further information:|
|Quindell Portfolio Plc
Rob Terry, Founder and Executive Chairman
|Tel: 01489 864 201
|Laurence Moorse, Group Finance Director||Tel: 01489 864 205
|Ian Farrelly, Group General Counsel & Company Secretary &
Head of Investor Relations
|Tel: 01489 864 217
|Cenkos Securities plc
Joint Broker and Nominated Advisor
Stephen Keys / Adrian Hargrave (Corporate Finance)
|Tel: 020 7397 8900|
|Canaccord Genuity Limited
Joint Broker and Financial Advisor
|Tel: 020 7523 8350|
Redleaf Polhill Limited
|Tel: 020 7382 4730