RJD to invest up to £12.75m in Improve

Total cash consideration for the company is up to £12.75m, comprising a £9.5m initial payment on completion and deferred consideration of up to £3.25m, payable in three instalments between completion and September 2022, contingent on certain performance conditions being met.

The firm has taken a majority stake in the business, investing alongside Improve’s management team led by CEO, Heber Alves and original founder David Babington, which will retain a 30% stake.

This is the third education and training investment from RJD’s third buyout fund. The fund was closed on £50.5m in 2015. It typically invests in UK-based companies with enterprise values between £10-50m.

The vendor of the company is Benchmark Holdings, which is divesting the asset to focus on its core sector of aquaculture.

The business was sold in an auction process run by Cavendish, which saw both private equity and trade buyers involved, though RJD had already met the management team in 2019.

Frank Bulman, a partner with RJD, said: “We had a good amount of pre-coronavirus exposure to the business and if you don’t have that, it’s hard to move deals forward. We did all our due diligence remotely in the current environment, though we did have a site visit more recently, after the lockdown was lifted.”

He continued: “I think our ability to move quickly in the post-coronavirus environment was important. The availability of bank debt can be challenging right now, so an all-equity offer is compelling.”

Bulman said: “The signing process took place remotely and it was very straightforward. It was a new experience for me and a sign of how processes will change in the future.”

Bulman and RJD investment director Emily Henderson will be joining the company’s board.

Bulman told Unquote the business has suffered from the coronavirus crisis due to the inability to provide face-to-face training courses. The firm plans to invest in Improve’s distanced learning proposition, which has been in place for two years but has seen significant interest in the current environment.

Company
Improve provides both specialist postgraduate courses and qualifications as well as continuing professional development training to veterinary professionals. Its key programmes are structured on a modular basis comprising both face to face practical and classroom learning as well as online delivery.

The service is delivered directly in eight countries and through license partners in a further six. Established in 1998, Improve is based in Sheffield. It reported revenues and adjusted EBITDA of £10.1m and £1.7m respectively in the 12 months ending on 31 March 2020.

People
RJD Partners – Richard Caston (founding partner); Frank Bulman (partner); Emily Henderson (investment director).
Improve International - Heber Alves (CEO).

Advisers
Vendor - Numis (corporate finance).
Company - Cavendish (corprote finance).

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• Topics
• Buyouts
• UK / Ireland
• Support services
• United Kingdom
• coronavirus