The London AIM IPO was backed by several large, London-based AIM Institutional Investors and Private Client Brokers, three Global Institutional Investors, two U.S. Hedge Funds and other U.K. investors.
XXT generated $17.1 million of revenue and $5.8
million of EBITDA during 2011 (223% and 427% increases over the prior year),
yielding trailing acquisition multiples of 3.2 and 9.3, respectively, on listing on the London Stock Exchange's AIM.
CEO
Martin Perry said, "We are delighted to
list on the London Stock Exchange's AIM and acquire XXT, a profitable business with products that are
designed to provide enhanced capabilities for MWD operations in hostile
environments experienced in directional drilling. This is a sector that
we understand well and we look forward to working with the XXT team to build
further on their success. We intend to continue to grow XXT organically
and, in addition, we are in active discussions with similar companies in this
upstream sector. This is our first step in building an oil and gas field
services technology business of scale with global coverage."
Overview of Listing on London's AIM
Enteq
Upstream, with its main operations in Santa Clara, California, raised $68
million in its recent IPO on the London Stock Exchange’s Alternative Investment
Market (AIM).
Simultaneous
with the London AIM IPO, the Company completed the acquisition of XXT, Inc., valued at $54
million, where the two Founders and the three other Shareholders of XXT received
$43 million in cash plus $3 million in shares, for a 3% stake in the London AIM-listed
public Company, and the potential for deferred consideration of up to $8
million in cash, payable in two $4 million tranches within 90 days of the first
and second anniversaries of the acquisition, based upon the achievement of certain
performance conditions.
Enteq
Upstream was founded and originally joined London's AIM in 2011 as an Investing Company,
raising $24 million, with the sole purpose of acquiring and consolidating
companies providing specialist reach and recovery products and technologies (used
in non-vertical drilling to optimize production efficiency) to the
international upstream (exploration and production) oil and gas services
market. The Company’s two Founders and
two of the four other Directors are oil and gas products and technologies industry
veterans, therefore, their expertise, experience and relationships in the reach
and recovery products and technologies market will be used to identify, acquire
and integrate targets into a significant oilfield services company. The end-customers will be international and
regional oilfield services companies, which, through the utilization of the
Company’s products, will be able to optimize recovery and production for their
international and national oil company customers. The overarching goal is to build a group of
companies with their product lines integrated across the technical sectors of
geophysical, drilling and intervention with global customers. The Founders retained a 2% stake in the
London AIM-listed public Company.
XXT
was founded in 2002 by two individuals; one whose expertise is the design and
development of surface and downhole equipment for use in energy exploration and
production and the other whose expertise is developing processor-based
electronic hardware and embedded firmware for downhole equipment and complex
telemetry receivers for energy exploration.
XXT’s engineering capabilities include mechanical, electronic, software
and firmware development.
XXT
designs and manufactures products focused on the Measurement While Drilling
(MWD) market, where high temperature, pressure and vibration are encountered. In recent years, XXT has adapted its downhole
equipment to work not only at higher temperatures but also in harsher
environments, enabling the equipment to be adopted for use in horizontal wells,
such as those drilled in oil and gas shales.
In order to drill directional and horizontal wells, the operator must
steer the drill bit into and through the reservoir. To achieve this, and to improve drilling
efficiency, the operator requires data from close to the drill bit, indicating
where the well is being directed and other drilling parameters, such as
vibration. This information is provided
by MWD equipment. XXT’s products are
sold to directional drilling companies as well as other equipment manufacturers
that incorporate XXT’s products and sell them as part of their own
solution. The performance of the
products in hostile drilling environments enables independent drilling
companies to offer services to oil and gas operators in a broader range of
environments.
XXT
generated $17.1 million of revenue and $5.8 million of EBITDA during 2011, a
223% and 427% increase, respectively, over the prior year.
Key London AIM Listing Metrics
- $68.0m gross was raised in the London Stock Exchange AIM IPO, $65.2m net of offering costs
- Offering costs on London's AIM amounted to 4.1% of the gross capital raised
- The offering was underwritten, as opposed to being undertaken on a ‘best efforts’ basis
- Corporate finance fee of $0.5m
- AIM Nominated Broker commission of 3% on the first $32.4m raised, amounting to $1.0m
- AIM Nominated Broker commission of 2% on capital raised above $32.4m, amounting to $0.7m
- Aggregate broking commission and corporate finance fee capped at $1.6m
- The aggregate acquisition consideration consisted of:
- $43.1m of cash
- $3.0m in London AIM-listed shares
- $8.0m of deferred cash consideration, based upon achieving certain performance targets
- Valuation of:
- $46.1m, assuming no deferred consideration is earned
- $54.1m, assuming the maximum deferred consideration is earned
- Trailing revenue multiple on the London Stock Exchange's AIM of 2.7 or 3.2
- Trailing P/E ratio on London's AIM of 8.1 or 9.5
- Trailing EBITDA multiple on London's AIM of 7.9 or 9.3
- Opening market capitalization on London's AIM of $95.4m
- Free float on London's AIM of 98%
Key Financial Metrics
(in
USD millions)
|
Y/E 12/31/09
|
Y/E 12/31/10
|
Y/E 12/31/11
|
Δ ’09 - ‘10
|
Δ ’10 - ‘11
|
Revenue
|
$1.5
|
$5.3
|
$17.1
|
+253%
|
+223%
|
Cost
of Goods Sold
|
0.4
|
1.5
|
7.0
|
+275%
|
+367%
|
Administrative
Expenses
|
1.0
|
2.7
|
4.4
|
+170%
|
+63%
|
Operating
Income
|
0.1
|
1.1
|
5.7
|
+1,000%
|
+418%
|
Tax
Expense[1]
|
0.0
|
0.0
|
0.0
|
N/A
|
N/A
|
Net
Income
|
0.1
|
1.1
|
5.7
|
+1,000%
|
+418%
|
EBITDA
|
0.1
|
1.1
|
5.8[2]
|
+1,000%
|
+427%
|
Total
Assets
|
1.1
|
2.2
|
6.1
|
+100%
|
+177%
|
The
Company’s revenues are concentrated with a small number of customers; with 82%,
65% and 63% of 2009, 2010 and 2011 revenues, respectively, earned from four,
two and three customers, however, these customers pose very low non-collection
risk. Since the Enteq Upstream's London AIM IPO completed within
nine months of the latest audited financial statements, unaudited, comparative,
stub period financials were not required and the Company chose to not provide
updated management accounts.
London AIM Shareholder Base
Enteq
Upstream joined the London Stock Exchange's AIM in 2011 as an Investing Company, raising $24.2 million from
the issuance of 15.0 million shares on London's AIM, 1.3 million of which were subscribed for
by the founders and directors of the Company.
The founders and other shareholders of XXT received 1.9 million shares
in connection with the 2012 London AIM IPO. These relative
shareholdings are presented retrospectively in the table below so as to
illustrate the eventual ownership stakes and related dilutive effect of the 42.0
million shares issued in the London Stock Exchange AIM IPO, which raised $68.0 million, leaving the
Company with 58.9 million shares outstanding.
In
the London AIM IPO financing, some of the original investors in the Investing Company
chose to increase their relative stakes; most participated to a significant
extent, one chose not to participate at all and several new London Stock Exchange AIM investors were
introduced to the Company.
Shareholder
|
Pre-IPO
%
|
Post-IPO
%
|
Founders
(2) and Other Shareholders (3) of XXT
|
11.0
|
3.1[3]
|
Founders
(2) and Other Directors (4) of the Company
|
7.4
|
2.3[4]
|
London
Private Client Broker (PCB)
|
12.4
|
3.8
|
Global
Institution (Various Funds) and PCB
|
8.9
|
7.3
|
London
PCB
|
8.3
|
5.1
|
U.S.
Hedge Fund
|
8.3
|
9.2
|
Global
Institution (Various Funds) and PCB
|
5.5
|
3.2
|
London
Institution (Pension Funds)
|
5.3
|
3.7
|
London
and Edinburgh Institution (Pension Funds) and PCB
|
4.9
|
5.9
|
London
PCB
|
4.7
|
6.5
|
London
Institution (Insurance Funds)
|
4.1
|
2.9
|
London
Institution (Pension and Insurance Funds) and PCB
|
3.8
|
4.2
|
London
Institution (Pension, Charity and Endowment Funds) and PCB
|
3.0
|
2.0
|
U.S.
Hedge Fund
|
2.8
|
0.6
|
London
Institution (Pension Funds) and PCB
|
2.7
|
5.1
|
London
Institution (Pension Funds) and PCB
|
-
|
4.5
|
London
Institution (Pension and Sovereign Wealth Funds) and PCB
|
-
|
4.3
|
London
Institution (Pension and Insurance Funds) and PCB
|
-
|
3.8
|
Global
Institution (Various Funds) and PCB
|
-
|
3.1
|
Other
New U.K. Investors
|
6.9
|
19.4
|
Totals
|
100.0
|
100.0
|
Beyond
the obvious benefits of creating $43 million of immediate liquidity for the founders
and other shareholders of XXT and providing general working capital, the
Company has solidified and augmented its U.K. and global investor base, from
which additional post-IPO liquidity on London's AIM can be created and capital can be accessed for
future acquisitions on the London Stock Exchange's AIM. As an AIM-listed public company
with blue-chip London AIM investors, Enteq has the credibility to approach and negotiate
with prospective acquisition candidates, bolstering its overarching ‘buy-and-build’
strategy. Finally, the Company put in
place a limited long-term incentive plan, similar to a share option plan, for
senior management, which could be expanded to include other employees and Board
members and used as an incentive to attract new employees and Board members.
Board of Directors and
Corporate Governance
The Company’s
Board consists of six members; three Executive Directors (CEO, COO and CFO), a
Non-Executive Chairman and two Non-Executive Directors (NEDs); all with solid
resumes and a good blend of complementary experiences and skill sets. The Company established an Audit Committee consisting
of both NEDs and a Remuneration Committee consisting of the Non-Executive
Chairman and both NEDs. Since the
Company’s Board is relatively small, a Nominations Committee was not
established. The Board intends to meet
regularly, the Remuneration Committee will
meet as and when appropriate, but no less than two times each year, and
the Audit Committee will meet no less than three times each year.
Companies
listed on the London Stock Exchange's AIM are not required to comply with the U.K. Corporate Governance
Code (the Combined Code), which is mandatory for companies listed on the Main
Market; however, the Company intends to follow the Combined Code to the extent
considered appropriate in light of the Company’s size, stage-of-development and
resources. The Company also intends to
follow the Corporate Governance Guidelines for Smaller Quoted Companies, which
are published by the Quoted Companies Alliance.
London AIM Legal Considerations
Even
though the Company considers its main country of operation to be the U.S., since
the Company is incorporated in the U.K. and its ‘place of central management
and control’ is in the U.K., the three significant differences between U.S. and
U.K. corporate law automatically apply as follows:
- Pre-emption rights (i.e. anti-dilution) – Shareholders may participate in, or the Company has to obtain approval from at least 75% of them for, the issuance of shares for cash on London's AIM of more than 5% of the then outstanding shares during any 12-month period.[5]
- Notifiable Interests – Shareholders are required to notify the Company of, and the Company is required to publicly announce, holdings at or above the 3% level and whenever a full percentage point is breached in either direction.
- Takeovers (i.e. mandatory offer) – If any party, or parties acting in concert, accumulates a holding of 30% or more, they must make a cash offer to the other shareholders at the highest price they paid for the Company’s shares on London's AIM during the last 12 months.
The 42.0
million shares issued for cash in the London Stock Exchange AIM IPO are not subject to Regulation S of
the U.S. Securities Act of 1933; therefore, these London AIM-listed shares are eligible for dematerialization
and trading within CREST, the most common electronic system for the holding and
transfer of shares in the U.K. It was
not necessary to appoint a Depository and create Depository Interests, as would
be the case for a company domiciled outside the U.K. or one of its Crown
Dependencies, the Channel Islands or Isle of Man.
The
1.9 million London Stock Exchange AIM-listed shares issued as part of the consideration for the acquisition of
XXT are restricted in accordance with U.S. securities law since XXT’s founders
and other shareholder are ‘U.S. Persons’. As such, these London AIM-listed shares were issued in
certificated form with a legend describing the restrictions placed on their
sale or transfer. The Company could
establish a separate trading line for these restricted securities, however, given
the 12-month lock-in on the London Stock Exchange's AIM and the fact that no more than one-third can be sold
on London's AIM during the subsequent 12 months, the rationale for doing so is not strong.
London AIM Accounting Considerations
Since
the Company is incorporated in the U.K., it is required to report using
IFRS. While British pounds Sterling is considered
to be the U.K. parent company’s functional currency, it has chosen to adopt the
U.S. Dollar as its reporting currency since XXT, and any future acquisitions,
are likely to be in the U.S., therefore, the majority of the Company’s
activities are expected to be transacted in U.S. Dollars. While the selection of a reporting currency
is purely an administrative matter, the use of the U.S. Dollar should simplify
the financial reporting process and increase the transparency of the Company’s operational
and financial performance. The
functional and reporting currency for XXT is the U.S. Dollar.
The
U.K. Member Firm of an international accountancy network acted as Auditor and Reporting
Accountant of the U.K. parent company and XXT.
Since the London Stock Exchange AIM IPO completed within nine months of the latest audited
financial statements, unaudited, comparative, stub period financials were not
required and the Company chose to not provide updated management accounts.
An
unaudited pro forma statement of net assets is never required in connection
with a London Stock Exchange AIM IPO but was provided to illustrate the pre-IPO position of the U.K.
parent company and XXT, the net proceeds from the London AIM IPO and the impact of the cash
paid and deferred consideration recorded to effect the acquisition.
Other
The
Company’s AIM Nominated Adviser (Nomad) did not require the preparation of any Experts’ Reports;
however, certain information and statements contained in the AIM Admission Document
regarding market growth, size and development, and other industry data
pertaining to the oil and gas services market and the Company’s strategy,
consist of estimates based on data and reports compiled by industry
professionals, organizations, analysts and the Company’s own knowledge of the
industry. The Directors took
responsibility for the extraction and compilation of the market data provided
by third parties or from industry or general publications and they consider
such data and publications to be reliable, however, they have not subjected it
to independent verification.
[1] XXT was an S Corporation; therefore, any
Federal and most State tax liabilities are passed-through to the shareholders.
[2] Post-acquisition, the Company intends to implement
a new compensation structure for certain key employees of XXT. If these changes took effect from the
beginning of 2011, EBITDA would have increased by $3.1 million to $8.9 million.
[3] Subject to a 12-month lock-in on the London Stock Exchange's AIM from May 2012
and, for a further 12 months, a maximum of one-third can be sold on London's AIM, subject to customary
orderly market provisions.
[4] Subject to a 12-month lock-in on London's AIM from July 2011 and
customary orderly market provisions on London's AIM for a further 12 months.
[5] It is more customary for London Stock Exchange AIM-listed companies
to have a standing authorization from their shareholders for the issuance of
shares for cash of up to 10%. A greater
level of flexibility increases the certainty and speed of small capital raises
and reduces transaction costs, since further communications with, and approvals
from, shareholders are not required.
