On 4 September 2023, BMIT Technologies plc (‘BMIT’) issued a Shareholder Circular in relation to the proposed transaction with GO plc for the potential assignment and transfer of certain lease rights and obligations currently enjoyed by GO as well as the passive infrastructure used for hosting telecommunications equipment. The transaction is being proposed for approval in the forthcoming Extraordinary General Meeting scheduled to be held on Monday 25 September 2023. BMIT shareholders as at close of trading on Wednesday 23 August 2023 are entitled to attend and vote at the EGM.
The Shareholder Circular provides an overview of the proposed transaction in line with the recent announcement following the Asset Purchase Agreement entered into with GO plc. The Shareholder Circular also provides ‘pro forma’ financial information based on a hypothetical scenario assuming that the proposed transaction was implemented with effect from 1 January 2022. In essence, the transaction increases BMIT’s total assets by €43 million, principally relating to the recognition of the Master Service Agreement as an intangible asset. Meanwhile, BMIT’s net debt increases by €46.6 million, reflecting the additional borrowings and cash outflow relating to the settlement of the consideration due to GO plc. The Pro forma Consolidated Statement of Comprehensive Income shows that in the first year, the impact of the transaction would translate in additional revenue of just over €4 million, an EBITDA of €2.5 million and finance costs of €1.5 million. In this respect, BMIT explained that while this will result in a net loss before tax of around €0.76 million in the first year, the reported losses are expected to decrease year-on-year as EBITDA margins improve and the Company starts making capital repayments on its borrowings so that finance costs begin to decrease.
BMIT also published a Market Briefing Presentation, which provides a visual representation of the details of the proposed transaction, and the Asset Valuation Report, an independent asset valuation that was prepared by Ernst & Young Limited.