LONDON, UK: Aukett Swanke (AIM: AUK), a company that principally provides architectural and interior design services, has executed documentation relating to the acquisition of Torpedo Factory Group (TFG) an audio, visual and stage technology provider to organisations in the UK and Europe.

The Acquisition is being implemented by means of an offer to TFG Shareholders to acquire the entire issued and to be issued share capital of TFG. The Company has also entered into the Transaction Agreement, recording the terms on which the Principal Sellers have irrevocably agreed to accept such Offer.

The Acquisition is conditional upon, inter alia, the approval of Shareholders of the Resolutions (including the Waiver Resolution) which will be sought at the General Meeting convened for 10.00 a.m. on 20 March 2023. The Circular, containing the Notice of General Meeting, is being published and made available to Shareholders today.

Unless otherwise indicated, defined terms in this announcement shall have the same meaning as described in the Circular.

HIGHLIGHTS

– Consideration for the acquisition of 100% of TFG’s current issued shares to be satisfied through the issue of 110,142,286 Consideration Shares, valued at £2,808,628.29 (based on the Company’s share price at the Latest Practicable Date). Additional consideration of up to £92,593.66 to TFG Option Holders, to be satisfied through the issue of up to further 3,631,124 new Ordinary Shares after Completion.

– Torpedo Factory Group is a technology systems integrator and services business operating primarily in three market areas, including (i) “Intelligent Environments”, which designs, installs and maintains integrated audio-visual systems for corporate and public sector clients, primarily working directly with commercial property occupiers but also with main contractors on construction fit-out projects; and (ii) “Stage Technology” which creates and maintains technologically powerful systems for a wide range of performance spaces. In addition, TFG’s “Live Events” business provides the technology to deliver live events, both within venues and streamed to the wider world. TFG operates in the UK and Europe, from five sites across the UK.

– Nick Clark, CEO and founder of Torpedo Factory Group, to join the Aukett Swanke board as an executive director, at Completion.

– Following Completion, TFG Shareholders will own 40% of the enlarged Group (excluding any additional Shares issued to TFG Option Holders).

– Acquisition in line with Aukett Swanke’s objective, in addition to developing the core architecture businesses, to become a master systems designer, integrator and operator in the provision of smart buildings technology. Extending the Group’s offering to its clients to include such smart solutions is expected to provide a competitive advantage to the Group’s core business and to add new income streams.

Clive Carver, Aukett Swanke Group plc Chairman, said: “Aukett Swanke’s skills and knowledge gained from many years at the prestige end of the traditional architecture market combined with TFG’s focus on exploiting the opportunities afforded by technology will allow the enlarged group to offer a wide range of services to existing and new clients in the property world.”

Nick Clark, Founder and CEO, Torpedo Factory Group Limited, said: “This is an exciting opportunity for both companies. Technology is transforming the way buildings are designed, built, and run. As one of the world’s leading architecture firms Aukett Swanke will be at the forefront of this change. TFG brings expertise in technology system design and integration, and being part of ASG positions us well to capitalise on the growing demand for Smart Buildings. Together we can make the built environment more sustainable while providing a better experience for those who engage with it.”