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May 2009 – Amor Group – £30 million MBO of cutting edge IT business

Close Growth Capital backs £30 million buy-out of Pragma and Real Time from Sword Group plc

Amor Group
In a difficult funding environment, Close Growth Capital’s ability to provide both equity and debt has enabled them to complete the £30 million MBO of Pragma and Real Time, the UK IT services businesses of Sword Group Plc, the listed French IT company. As a result of the deal The Amor Group (Amor), as the new company will be known, has become the largest independent IT company in Scotland.

Amor has revenues of £32 million and has 330 staff based in Glasgow, Aberdeen, Edinburgh, London and Houston. Clients include Exxon, BAA, Total, BP, Nexen, Talisman and public sector bodies such as the Scottish Executive. Amor has developed and implemented a wide number of innovative technology solutions including a queue measurement platform for airports saving them substantial rebate charges, mobile boarding pass systems for airlines and pioneering hydrocarbon accounting software to assist oil companies assign ownership of energy in shared pipelines.

According to James Blake, director of Close Growth Capital, who joins the board of Amor, the combined capital approach was vital to the completion of the deal:

“In these uncertain times access to debt and a provision of flexible debt-like solutions are crucial. Because we’re not reliant on raising substantial amounts of external debt, we were in a very strong position to help the management team of Amor complete their MBO.”

“The management team has a sensible but ambitious strategy for growth. Over the next three years it is committed to increasing turnover to over £50million through growth of established services across stable business sectors and through driving quick pay-back software sales into new clients. We were also attracted to the company’s potential to act as a consolidation platform during what we expect will be an exceptional time to acquire small players with specialised knowledge at discounted multiples. Most importantly, we have been very impressed with the quality of both the senior management team and business unit directors.”

Growth has continued throughout the ‘down-turn’ and by the end of 2009 Amor plans to have expanded their workforce by 50.

In addition to Close Growth Capital and senior management team of John Innes, Scott Leiper and David Blyth, Amor is backed by regional investment fund Scottish Enterprise and leading capital provider Clydesdale Bank. Sword Group Plc has also retained a minority interest.

John Innes, currently COO of Sword Business Technology Solutions UK becomes Amor’s CEO. David Blyth and Scott Leiper have been appointed FD and COO respectively. The management team was advised by energy specialists Simmons & Co.

Commenting on the deal, Mr Innes said:

“To attract this level of institutional support in tough economic conditions is a measure of the confidence that investors have in Amor’s ability to deliver our business plan. Pragma and Real Time will give Amor the ideal platform for organic and acquisitional growth and assures continuity of service quality for our customers by maintaining our existing people, ethos and values.”

“Our differentiator is delivering business technology solutions that help our customers achieve commercial advantage and cost savings, rather than simply offering IT commodity services.”

Under the deal, Pragma and Real Time will continue to trade under their own brands with the same management and employee teams. Pragma in Aberdeen has a global customer base, the majority of which are oil and gas industry Operators and Contractors. It provides IT operational support and disaster recovery services for infrastructure and oil and gas specialist software applications.

Headquartered near Glasgow, Real Time specialises in the provision of IT consultancy, professional services and solutions to the oil and gas, aviation, telecommunications, utilities and public sectors. It has offices in Edinburgh, London, Houston and Aberdeen.

Financial due diligence was performed by PriceWaterhouseCoopers and commercial due diligence by Andeman. Close Growth Capital’s legal advisers and due diligence providers were Dickson Minto and management’s legal advisers were Paull & Williamsons. Clydesdale’s legal advisers were Maclay Murray and Spens.

Ends

For more information please contact Equity Dynamics:

Jane Kirby, +44 7825 326 441
Corinna Vere Nicoll, +44 7825 326 440

Close Growth Capital deal team: James Blake, Simon Jobson, Ashley Brady

Clydesdale: Graeme Sands, Christopher Bone

Scottish Enterprise: Neil Ross, Louise Provan

Advisors

Management advisors: Simmons & Company – Eddie Leigh, Ross Atkinson, Matthew Graham

Financial diligence: PWC – Jason Morris, Stuart Kerr, Lyndsey Howard, Anna Simpson

Newco and mgt legal: Paull & Williamsons – Alasdair Freeman, Gary Walker

Equity legal: Dickson Minto – Andrew Todd, John Pentland, Michelle McCabe, Colin McHale, John Waller

Vendor legal: TLT – Richard Tall

Banking legal: Maclay Murray & Spens – Scott Swankie

Commercial diligence: Andeman – Charles Gay, Gavin Watts, Gerry Pollard

This press release has been issued by Close Growth Capital.

Close Growth Capital is authorised and regulated by the Financial Services Authority

ABOUT CLOSE GROWTH CAPITAL

Close Growth Capital provides combined equity and debt funding to UK mid-market companies through a distinctive single source approach. This includes finance for management buy-outs/buy-ins, companies requiring growth capital and secondary buy-outs, with a typical transaction size of £5million – £35million.

The investment takes the form of a tailor-made instrument combining the best elements of a secured loan with those of equity. The management team in an MBO or MBI typically retain a greater proportion of their company’s equity and benefit from significantly enhanced flexibility in the repayment of the funding package.

During the past two years Close Growth Capital has made new investments in Wrap Film Systems, Killby & Gayford Group, Eldapoint, and A-Gas International, and more recently the acquisition of Monkhill from Cadbury by portfolio company Tangerine. In 2008, Close Growth Capital exited Allen & Heath, the first realisation from their fund II representing a return of 40% IRR achieved within 2 years of initial investment.

The AMOR Group website is at www.amorgroup.comwww.pragma.co.ukwww.rtel.com

Pragma and Real Time were formed through a series of acquisitions during 2005-2008 and today is Scotland’s largest indigenous IT services business. Pragma RTE offers IT support, consulting services, and development of software solutions (systems integration), which principally support core processes in the oil & gas (O&G), transport, utilities, telecoms and public sector verticals.

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