We are pleased to announce the acquisition of Richard Julian and Associates Limited, trading as RJA Consultants (“RJA”), for total consideration of not more than £6 million (the “Acquisition”) including, subject to certain revenue targets being achieved, an earn out based on the EBITDA achieved in each twelve-month period expiring 31 March 2024 and 31 March 2025.
Background to RJA
Established by founder and managing director, Richard Julian, RJA is a chartered surveying practice, providing quantity surveying and project management services across a variety of construction sectors. It specialises in the provision of these services to organisations that deliver affordable housing, a resilient sector which is underpinned by high levels of grants to support delivery of the Government’s housing targets.
Richard Julian and directors Steven Collin, Liza Julian, Hardeep Kooner and Chris Clubb, will continue to work as part of the RJA management team post Acquisition.
The company employs approximately 50 staff based in Nottingham and Leicester.
In the financial year ended 31 March 2023, RJA generated revenue of c.£3.9 million, corporatised profit before tax of c.£0.8 million and organic revenue growth of 65% against the prior year.
RJA is a fast-growing business that complements the existing market-leading expertise within Gateley Legal’s residential development and construction teams. Its core market, which is affordable housing, is a buoyant sector and the deeper reach into that market adds further resilience to the Group’s Property Platform.
In addition, RJA’s service offerings align with expertise elsewhere on Gateley’s Property Platform. In particular, its services to the UK property insurance market further strengthen Gateley Smithers Purslow and Gateley Vinden’s market-leading positions in that sector.
Terms of the Acquisition
Under the terms of the Acquisition agreement, Gateley will pay initial consideration of £3.93 million (the “Initial Consideration”). The Initial Consideration will be satisfied as to approximately £2.03 million in cash and £1.9 million by the allotment and issue of new ordinary shares of £0.10 each in Gateley (“Consideration Shares”).
The cash consideration is being funded from the Group’s revolving credit facility. The board expects the Acquisition to generate operational synergies and be immediately earnings enhancing.
Issue of the Consideration Shares and Total Voting Rights
Application will be made to the London Stock Exchange for the 1,192,163 Consideration Shares to be admitted to trading on AIM (“Admission”). It is expected that Admission will take place at 8.00am on 25 July 2023.
The Consideration Shares will rank pari passu in all respects with the existing ordinary shares of £0.10 each in Gateley (“Ordinary Shares”), including the right to receive all dividends declared, made or paid after completion.
Following Admission, Gateley’s total issued share capital will comprise 127,860,168 Ordinary Shares. This number may be used by shareholders in Gateley as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of Gateley under the FCA’s Disclosure Guidance and Transparency Rules.