Press Release: half year results 2016 ICT Group

STRONG FIRST HALF YEAR RESULTS On track to become a leading total technology solutions provider Highlights H1 2016

  • Revenue up 22% to € 42.1 million, 8% organic growth
  • EBITDA increased 32% to € 4.2 million
  • Net profit at € 2.1 million, an increase of 44% (H1 2015: € 1.5 million)
  • Acquisition of BMA in the field of Smarter Health completed
  • Intended acquisition of Nozhup in the field of Smarter Industries as announced on 12 July 2016
  • Barring unforeseen circumstances, ICT expects an improvement in EBITDA between 25%-35% for the full year 2016 compared to 2015.

Key figures

Key figures
(in millions of €) H1 2016 H1 2015 Change
Revenue 42.1 34.6 22%
Revenue Added Value 37.3 31.8 18%
EBITDA 4.2 3.2 32%
Amortisation / depreciation 1.2 1.1 8%
Operating result 3.0 2.1 44%
Net profit 2.1 1.5 44%
(in €)
Earnings per share (*) 0.24 0.17 41%

(*) Based on the average number of outstanding ordinary shares. Jos Blejie, CEO of ICT Group N.V.: “We are pleased with the developments of this first half year. Both in terms of results as well as in the further roll out of our strategy. We realised strong revenue and EBITDA growth, to which all our key activities contributed. We closed the acquisition of BMA, thereby strengthening our position in Smarter Health. We announced the expansion of our water infrastructure services through the acquisition of the Dynniq activities. And finally, early July, we announced the intended acquisition of Nozhup, with which we will gain significant scale in the Industrial Automation markets. These are all important steps in our road map to becoming a leading total technology solutions provider. In March we decided to close our Polish operations and focus our nearshoring business on Strypes in Bulgaria, which is further professionalising its organisation to enable sustainable growth. We are confident about the second half of the year and therefore expect an improvement in EBITDA between 25-35% for the full year 2016.” Strategy update In the first half of 2016 ICT made important steps in the execution of its strategic road map. The success of the earlier strategic choices is reflected in the strong financial results realised in the first half of the year. In 2015 ICT changed its organisational structure from verticals to business units, to spark the entrepreneurial spirit within ICT. This resulted in the first half of 2016 in a profitable autonomous growth of 8%. In February 2016 ICT completed the purchase of 51% of the shares of BMA (Buro Medische Automatisering), a leading Dutch Healthcare software company active in obstetrics. The remaining 49% will be acquired after a period of three years. This transaction also marks an important step in ICT’s growth strategy and further enhances ICT’s position in the field of Smarter Health. The acquisition of Raster in September 2015 marked an important step in strengthening ICT’s position in the Oil and Gas market. In June 2016, ICT acquired the water related services activities of Dynniq, which strengthened ICT’s expertise in Smarter Cities. In July 2016, we announced the proposed acquisition of Nozhup, active in process automation in the industry and infrastructure markets. With these acquisitions, ICT is well on track to deliver on its ambition to become one of the largest Industrial Automation players in the Netherlands, addressing the global themes Smarter Industries and Smarter Cities. Furthermore at the end of March 2016 ICT announced the closure of the ICT Poland operation with effect from 31 May 2016. As the Polish operations had not reached the necessary scale to continue to make the operation viable, ICT decided to focus its nearshoring strategy fully on Strypes Bulgaria. At the beginning of July 2016 a new legal entity (start-up), ICT Mobile B.V., was incorporated, in which ICT holds 51% of the shares (49% is owned by the two founders). With this new activity ICT is responding to the trend of enterprises embracing mobile processes and adopting a mobile strategy at high speed. At the AGM held on 11 May 2016 the statutory name change of ICT Automatisering N.V. to ICT Group N.V., was adopted. The new name better reflects the international character of the company and also enables the company to easier add new labels to the group. Notes to the results In the first six months of 2016 ICT Group’s revenue came in at € 42.1 million, up 22% compared to € 34.6 million reported in H1 2015. Organically, revenue increased by 8%. This was driven by increased number of staff, slightly higher average rates and good project results, whilst overall productivity was slightly lower. Revenue at ICT Netherlands increased 7% to € 32.3 million in H1 2016 from € 30.1 million in the same period last year. Productivity levels were more or less at the same levels as last year, but ICT was able to increase the average rate and the company realised good project results. Licences and materials sales were below expectations. Market circumstances in the Industrial Automation market remained challenging. Other markets, including High Tech, Machine & Systems, Automotive, Healthcare and Logistics, showed a positive development. ICT sees ample opportunities in Healthcare that realised good growth percentages. Strypes Bulgaria (“ICT Nearshoring” or “Strypes”) saw a 26% increase in revenue from € 2.5 million in H1 2015 to € 3.2 million in the first six months of 2016. As Strypes further broadened its client base, it continued to decrease the firm’s dependency on its largest client. In the past six months Strypes invested efforts both on new clients as well as on the internal processes, with the objective to further professionalise the organisation and to ensure that Strypes Bulgaria will be able to continue its strong growth path. Given these outlays we anticipate a temporisation of the results. Raster contributed revenues of € 2.9 million in the first six months of 2016. Despite the still challenging Oil and Gas market, Raster showed a good performance, in line with expectations. The segment ‘other’ (Improve, BMA and ICT Poland) recorded revenues of € 4.2 million. The market for training is favourable as is reflected in the revenue recorded by Improve, which slightly improved over last year. BMA performed below expectations as a result of postponement of projects, but expects to improve in the second half of the year and the new product developments are running on schedule. As a result of the closure of the Polish operations as per 31 May 2016, revenue of ICT Poland was slightly down compared to H1 2015. Personnel costs increased overall to € 24.9 million (H1 2015: € 21.6 million), as a result of both salary increases as well as the increase in number of employees. Other operating expenses also increased, mainly as a result of the most recent acquisitions. The costs related to strategic initiatives and the realisation of acquisitions and partnerships amounted to € 0.3 million (H1 2015: € 0.3 million). EBITDA for the first six months of 2016 increased by 32% to € 4.2 million, compared to € 3.2 million in the comparable period in 2015. Organically (excluding BMA and Raster) EBITDA was in line with last year. Profitability at ICT Netherlands increased, but this was off-set by the increased investments in Strypes Bulgaria and the costs related to the closure of the Polish operations. The EBITDA margin increased from 9.2% in H1 2015 to 9.9% in H1 2016. Based on Purchase Price Allocation, ICT has attributed a value to and is amortising a number of intangible assets, including order backlog, software and customer relations of its recent acquisitions. Amortisation amounted to € 0.9 in the first half of 2016, comprising € 0.3 million related to Strypes Bulgaria, € 0.3 million related to Raster and € 0.3 million related to BMA. Depreciation for the first half of 2016 amounted to € 0.2 million (H1 2015: € 0.2 million). The operating profit amounted to € 3.0 million in H1 2016 (H1 2015: € 2.1 million). The results from joint venture InTraffic increased compared to last year and contributed € 0.1 million to the results. The result from associates improved to € 0.1 million negative (H1 2015 € 0.2 million negative), mainly due to a better performance of LogicNets Inc. Taxes in the first half of 2016 amounted to € 0.7 million compared with € 0.4 million in the first half of 2015. Net profit for the first six months of 2016 amounted to € 2.1 million, compared with € 1.5 million in H1 2015. This translates into earnings per share of € 0.24 for H1 2016. The number of outstanding ordinary shares increased during the first half year 2016 to 8,845,251 (31 December 2015: 8,747,544). Cash flow movement As usual for the first half of the year, net operational cash flow amounted to € 0.3 million negative in H1 2016 (H1 2015: € 0.8 million negative). The cash position per 30 June 2016 decreased to € 1.2 million (31 December 2015: € 6.7 million). This was mainly due to investments in housing facilities, the payment of the earn out obligation related to the acquisition of Strypes Bulgaria, the purchase price cash consideration of the acquisition of BMA, and the payment of dividend. The acquisition of BMA was partly financed from the acquisition facility. Balance sheet structure In the first half of 2016, shareholders’ equity increased to € 36.3 million (31 December 2015: € 35.5 million) as a result of the net effect of dividend paid of € 2.1 million, issuance of new shares of € 0.8 million, related to the acquisition of BMA and net profit of € 2.1 million. The balance sheet total increased from € 58.2 million at year-end 2015 to € 70.3 million at 30 June 2016, as a result of the acquisitions in the last half year. Solvency (shareholders’ equity/total assets) represents a sound financial basis and stood at 52% at the end of June 2016 (61% at year-end 2015). Personnel The total number of employees at 30 June 2016 was around 4% higher than at year-end 2015. This was due to both acquisitions and as well as increased recruitment efforts. Significant events after the balance sheet date On 11 July 2016, ICT signed a letter of intent to acquire Nozhup. With this intended acquisition ICT gains significant scale in the industrial automation market. At the same time it considerably widens ICT’s customer base in this market. Nozhup will immediately contribute to the profitability of ICT. In anticipation of the intended acquisition of Nozhup, ICT has extended its acquisition credit facility with Rabobank in July 2016 from € 6 to € 11 million. Additionally ICT has increased its working capital credit facility from € 6 million to € 10 million. The conditions of the facilities remained unchanged. Composition of the Supervisory Board At the General Meeting of Shareholders held on 11 May 2016, Mr. Luthra was reappointed for a second four-year term as member of the Supervisory Board. Outlook ICT continues to aim for organic growth in combination with growth through acquisitions. ICT will focus on further leveraging its recent acquisitions. Given the strategic progress made and its acquisitions, ICT expects for the full year 2016 an improvement in EBITDA between 25%-35% compared to the full year 2015. Condensed consolidated interim financial statements 30 June 2016

Press release: ICT gains significant scale in industrial automation

ICT Group (ICT) announces that today it has signed a letter of intent to acquire 100% of the shares of Nozhup, a Dutch based industrial automation services provider. With the intended acquisition ICT gains significant scale in its activities in the industrial automation market. At the same time it considerably widens ICT’s customer base in this market. Nozhup will immediately contribute to the profitability of ICT. On a full year basis the acquisition will substantially enhance the earnings per share. Nozhup is a well-respected industrial automation project and services provider, founded in 2003, which employs around 90 highly educated professionals. Nozhup delivers projects, services, project management and consultancy in process control and instrumentation engineering. Furthermore it provides design and implementation of control software and hardware and systems integration of technical installations. The company has a focus on both the industrial markets, mainly in the sectors machinery and chemicals, as well as the infrastructure market. NOZHUP’s diversified customer base is largely complementary to ICT’s customers. Nozhup realizes profitable revenues of around EUR 9.5 million per annum. ICT has already taken a number of steps to gain scale in the Industrial Automation markets, both organically as through acquisitions. With the intended acquisition of Nozhup, ICT is well on track to deliver on its ambition to become one of the largest Industrial Automation players in the Netherlands addressing the global themes Smart Industries and Smart Cities. Jos Blejie, CEO of ICT: “This is a very important step in the roll out of our Industrial Automation strategy. Combined we have the scale and strength and above all the skills, to be leading in the Industrial Automation markets. I am convinced of the cultural fit and I am delighted to welcome all Nozhup employees, For the ICT Group this acquisition marks another milestone in our road map to become a leading total technology solutions provider.” For multiple years Nozhup and ICT already worked together on a regular basis and therefore know each other quite well. The two companies share the same type of culture. The quality of work, education of staff and knowledge of the various sectors is similar. Nozhup will operationally work closely together with ICT’s Industrial Automation business unit. The founders of Nozhup will remain involved as advisors. The purchase consideration comprises a cash payment and an amount in ICT shares. It is expected that the share capital will be diluted with approximately 450.000 shares (approximately 5% of total shares). The acquisition is expected to close in the third quarter.

ICT Automatisering N.V. renamed ICT Group N.V. – All proposals approved at AGM

ICT Automatisering N.V. (ICT) announces that all proposals submitted to the Annual General Meeting of Shareholders (AGM) held today were approved. One of the voting items was the statutory name change of ICT Automatisering N.V. to ICT Group N.V., in order to better reflect the international character of the company and to enable the company to add new labels to the group.

In line with the dividend proposal, the AGM approved payment of a cash dividend of € 0.24 per share for the 2015 financial year. The ex-dividend date will be on 13 May 2016. The cash dividend will be made available for payment on 10 June 2016.

Furthermore the shareholders have re-appointed Mr. D. Luthra as member of the Supervisory Board.

Strong first quarter for ICT – Revenue and operating result improved

Key developments:

  • Revenue in Q1 up 23% at € 21.1 million (Q1 2015: € 17.1 million)
  • Organically revenue increased by 10%.
  • EBITDA from continuing operations increased to € 2.2 million (Q1 2015: € 1.4 million).
  • All subsidiaries showed profitable growth, Raster and BMA performed in line with expectations.
  • In March ICT announced the closure of the Polish activities.

Jos Blejie, CEO of ICT Automatisering N.V.: “We have started the year 2016 with confidence. We are pleased with the profitable growth shown at all our subsidiaries. We are committed to further execute the company strategy. In 2016, we will further leverage the acquisition of Raster and BMA. We will continue to implement a customer-centric approach with clear focus on the targeted markets addressing the different themes in each market. We reiterate that we expect this to lead to a further improvement in both revenue and profitability.” Financial developments Revenue in the first quarter of 2016 increased to € 21.1 million compared to € 17.1 million in the first quarter of 2015. Organically, excluding Raster and BMA, revenue grew 10%. All ICT subsidiaries contributed to this increase in revenue. Where in Q1 2015 ICT Netherlands saw a slowdown in demand and postponements of projects in the industrial automation, the improvement seen in the second half of 2015 continued in the first quarter of 2016. Strypes as well as Improve Quality Services performed well and the acquisitions, Raster and BMA showed a favourable development, in line with expectations. EBITDA from continuing operations came in at € 2.2 million in the first quarter, compared with € 1.4 million in the same period of 2015. All subsidiaries contributed to this improvement. Closure of Polish activities On 22 March 2016, ICT announced the closure of its ICT Poland operation with effect from 31 May 2016. Although ICT Poland realised an improvement in the past year, the Polish activities had not reached the necessary scale to continue to make the operation viable. Therefore, in a consolidating market, ICT decided to focus its nearshoring strategy fully on Strypes Bulgaria which has already achieved healthy growth and has the clear potential to continue to expand its customer base. Outlook ICT’s management reiterates the outlook given at the annual results announcement in March. ICT’s primary focus continues to be the execution of its strategy. ICT will further leverage the acquisitions of Strypes, Raster and BMA. ICT continues to aim for organic growth in combination with growth through acquisitions. Given the strategic progress made and its acquisitions, ICT expects a further improvement in revenue and EBITDA in 2016 compared with 2015, despite continued challenging conditions in various geographical markets and industries.

Press release: Annual Results 2015

ICT REPORTS REVENUE GROWTH AND SUBSTANTIAL INCREASE IN EBITDA

ACQUISITIONS AND NEW ORGANISATIONAL STRUCTURE MARK IMPORTANT STEPS IN STRATEGY EXECUTION

Highlights 2015

  • Revenue up 14% to € 71.8 million, 4% organic growth
  • EBITDA came in at € 7.1 million, an increase of 53%
  • Strypes Bulgaria contributed significantly; the collaboration with ICT Netherlands resulted in a broadening of the client base and healthy growth
  • Net result came in at € 3.6 million (FY 2014: € 5.0 million, incl. € 5.6 million deferred tax benefit)
  • The net operational cash flow amounted to € 6.1 million positive in 2015 (2014: € 3.8 million positive)
  • Proposed dividend of € 0.24 per share for the year 2015
  • For 2016, ICT expects further growth of revenue and EBITDA compared with 2015

Key figures

Screen Shot 2016-03-03 at 07.51.52 Jos Blejie, CEO of ICT Automatisering N.V.: “The year 2015 has been a dynamic year for ICT, in which we have made good progress with the implementation of our strategy. The organizational model has been further aligned with ICT’s business approach; customer-centric with a clear focus on the targeted markets. The acquisitions of Strypes and Raster are, in their own way, important steps on our strategic roadmap to becoming a total technology & service provider. Although market circumstances in The Netherlands did improve in 2015 compared to 2014, the market remained challenging. Nevertheless we have been able to realize healthy top line growth, both organically as well as through acquisitions. 2 Furthermore our profitability showed a marked improvement to which all our activities contributed. In 2016, we will continue to execute the defined strategy and further leverage our recent acquisitions. We are confident that this will lead to a further improvement in both revenue and profitability.”

Strategy update

Progress in 2015 To support clients in the most optimal way, ICT aims to get as close to them as possible by fully understanding the way they operate, their environment and their needs. ICT therefore aligned its organizational structure with its business approach. The change from verticals into business units does not only allow working closer to the markets and customers, but has also rooted ownership and innovation deeper in the business units. The acquisitions done in 2015 all contributed to the strategic goals. From the near shoring capabilities of Strypes to the products from systems integrator Raster. Focus in 2016 ICT continuously works on the execution of its strategic road map. The transition to the business unit structure is expected to fully mature in 2016. Attracting and retaining people remains a top priority, for which providing technological challenge and an entrepreneurial environment is key. Furthermore, ICT will continue to further leverage the recent acquisitions, including a more effective utilisation of the near-shoring capacity of Strypes, plus the state-of-the-art LogicNets platform. Raster will team up with the ICT industrial automation business to open up new markets. In addition the acquisition of BMA in February 2016 further enhances ICT’s position in the field of Smarter Health.

Notes to the results

As of 2015, in line with IFRS requirements and the new reporting and organizational structure, ICT Netherlands (ICT NL) and ICT Nearshoring (Strypes Bulgaria) are presented as separate segments. The other individual legal entities, comprising ICT Poland, Improve Quality Services and Raster, are presented aggregated as ‘Other’. ICT’s revenue came in at € 71.8 million in 2015, an increase of 14% on the € 63.0 million reported in 2014. Revenue increased organically by 4%, driven by a modest market improvement, enabling a slight increase in average tariffs and FTE. Revenue at ICT Netherlands improved slightly, to € 61.0 million in 2015 from € 60.3 million in 2014. The challenging conditions in the Oil and Gas industry indirectly impacted the Industrial Automation activities of ICT in the Netherlands and resulted in lower secondment demand from customers. The second half of the year did however show an improvement over the first half of 2015. Furthermore, licences and materials sales were lower, mainly due to lower licence sales related to the LogicNets platform. ICT realised profitable growth in all other markets. ICT managed to record positive results in the High Tech, Water & Infrastructure, Automotive and Logistics markets. This is in line with expectations, and reflects the improvement in economic conditions. The relatively modest sized Healthcare and Energy activities realised higher growth percentages. ICT further expanded the Healthcare and Energy operations by winning new assignments and starting new commercial partnerships. Strypes Bulgaria (ICT Nearshoring) recorded revenue of € 5.7 million. Strypes’ broadened client base decreased the firm’s dependency on its largest client. The commercial collaboration between ICT Netherlands and Strypes Bulgaria was an important contributor to the growth of ICT’s nearshoring activities. The segment ‘other’ (Improve, ICT Poland and Raster) recorded revenue of € 6.2 million. Improve and ICT Poland profited from better market circumstances. The companies gained new customers and consequently revenue improved. Raster contributed to revenue for one quarter of 2015 in the segment ‘other’ and performed in line with expectations. Cost of sales The cost of materials and subcontractors increased € 0.5 million to € 6.2 million in 2015 (2014: € 5.7 million). This increase was the net effect of an increase of € 0.9 million due to the acquisitions of Strypes 3 and Raster and a net drop of € 0.4 million in the cost of sales at ICT Netherlands, due to lower LogicNets licence sales. Costs / personnel expenses Personnel costs increased overall to € 43.5 million (2014: € 40.2 million), mainly as a result of the increase in number of employees. As Strypes is the main contributor to this increase, the average cost per FTE decreased. Other operating expenses also increased as a result of the acquisition of Strypes and Raster. ICT incurred costs and made outlays on office accommodation, marketing & sales and for the improvement of finance and human resources processes. As in 2014, ICT once again incurred costs in connection with the investigation and realisation of acquisitions and partnerships. In 2015, these costs amounted to € 0.6 million (2014: € 0.8 million). EBITDA for the full year 2015 increased by 53% to € 7.1 million, compared to € 4.7 million in 2014. The acquisition of Strypes made a strong contribution to this improvement, adding € 1.6 million. Organic increase of EBITDA amounted to 13.6%. The EBITDA margin increased from 7.4% to 9.9% in 2015. Amortisation and depreciation The acquisition of Strypes Bulgaria was completed on 6 January of last year. On the basis of the Purchase Price Allocation, ICT has valued the company’s order backlog and customer relations; the latter to be amortised over a period of five years as from acquisition date. As a result, amortisation for 2015 amounted to € 1.2 million (a € 543,000 one-off on backlog and € 650,000 on customer relations). ICT completed the acquisition of Raster on 16 September 2015. The Preliminary Purchase Price Allocation valued the software and customer relations at € 4.2 million combined, to be amortised over a period of six and eight years respectively, resulting in an annual amortisation of € 620,000. As Raster was only acquired in September of last year, amortisation amounted to € 154,000 in 2015. Depreciation for the year 2015 amounted to € 0.5 million (2014: € 0.3 million). The operating profit amounted to € 5.3 million in 2015 (2014: € 3.2 million). The operating margin was 7.4%, compared to 5.0% in 2014. Result from Joint Ventures The result from joint venture InTraffic amounted to € 0.3 million. InTraffic performed well and in line with last year. Result from associates The result from associates, mainly ICT’s participation in LogicNets, was negative. Sales of the LogicNets software platform are lagging. ICT firmly believes in the strategic importance of the platform, but given the delay in the roll-out of the platform ICT revalued its stake in LogicNets. This resulted in a downward valuation of € 0.4 million in the last quarter of 2015, bringing the result from associates to a loss of € 0.6 million in 2015. Corporate income tax amounted to € 1.1 million in 2015. In 2014 taxes amounted to € 4.3 million positive mainly as a result of a deferred tax benefit of € 5.6 million in the Netherlands, related to the liquidation of the German subsidiary. Net profit for the year amounted to € 3.6 million, compared with € 7.8 million (or € 3.4 million adjusted for the € 5.6 million deferred tax benefit and € 1.2 million impairment charges) in 2014. This translates into earnings per ordinary share of € 0.41. The number of outstanding ordinary shares remained unchanged during the year at 8,747,544.

Q4 2015 results

Revenue in Q4 2015 increased 22% to € 20.1 million compared to the last quarter of 2014 (€ 16.5 million). The fourth quarter EBITDA showed, in line with the full year, 49% growth to € 2.3 million (2014: € 1.6 million).

Cash flow movement

The group cash (and cash equivalents) position amounted to € 6.7 million at year-end 2015, compared to € 11.3 million at year-end 2014. The net operational cash flow amounted to € 6.1 million positive in 2015 (2014: € 3.8 million positive). Cash flow from investment activities amounted to € 11.8 million negative, compared to € 0.3 million positive cash flow in 2014. The largest impact on the cash flow from investment activities in 2015 came from the net investments less cash acquired related to the acquisition of Strypes (€ 3.9 million) and Raster (€ 6.8 million). Dividends paid to shareholders of ICT N.V. amounted € 2.0 million (2014: € 1.3 million). The net cash flow amounted to € 4.7 million negative (2014: € 2.7 million positive).

Balance sheet structure

As a result of the net effect of dividend paid of € 2 million and net profit of € 3.6 million, shareholders’ equity increased to € 35.5 million. The balance sheet total increased to € 58.2 million at year-end 2015, from € 49.4 million at year-end 2014, as a result of the acquisitions made last year. Raster was partly financed through an acquisition financing facility of € 3.0 million, while the balance sheet total also includes an earn-out obligation of € 1.5 million for Strypes. Solvency (shareholders’ equity/total assets) stood at 61% at year-end 2015, compared with 69% at year-end 2014, which represents a very sound financial basis.

Renewed and extended credit facility

To create room for the execution of ICT’s buy and build strategy, ICT renewed and extended its credit facilities in the third quarter of 2015. The renewed facility consists of three credit facilities. The first facility of € 1.5 million is used for providing guarantees and securities. The second credit facility amounts to € 6 million; this is committed and can be used for working capital financing. The third credit facility also amounts to € 6 million and can be used to finance acquisitions. An amount of € 3 million of the acquisition facility was used for the acquisition of Raster in the third quarter of 2015.

Personnel

In the past year, ICT was able to hire 127 FTE. 81 of these were young professionals, while 46 were more experienced seniors. The total number of employees at year-end 2015 was 21% higher than at year-end 2014. This was due to acquisitions and increased recruitment efforts. Attrition of staff remained acceptable at 11 %.

Dividend proposal

ICT shall propose to the Annual General Meeting of Shareholders to be held on 11 May 2016 that a dividend be paid out for the 2015 financial year in the amount of € 0.24 per share in cash, based on the number of ordinary shares outstanding at year-end 2015. For the purpose of the calculation of the proposed dividend, the net profit is adjusted for the non-cash amortisation amounts and the downward valuation of LogicNets. This results in an adjusted net profit for the full year 2015 of € 5.3 million. The proposed dividend of € 0.24 per share represents a pay-out ratio of 40% of the adjusted net profit.

Significant events after the balance sheet date

On 5 February 2016, ICT acquired 51% of the shares of BMA (Bureau Medische Automatisering), a leading Dutch Healthcare software company based in Houten. The purchase consideration for 51% of the shares amounts to € 3.2 million in total and comprises a cash payment of € 2.4 million and an amount paid in (newly issued) ICT shares of € 0.8 million (97,707 shares).

Composition of the Supervisory Board

The term of Mr. Deepak Luthra expires in 2016. The General Meeting to be held on 11 May 2016, will be asked to reappoint Mr. Luthra for a second four-year term.

Outlook

ICT’s primary focus continues to be the execution of its strategy. ICT will further leverage the acquisitions of Strypes, Raster and BMA. ICT continues to aim for organic growth in combination with growth through acquisitions. ICT expects the capital expenditures and research & development expenditures for 2016 to be in line with those recorded in 2015. For 2016 we expect the growth in the number of FTE to be in line with our revenue development. Given the strategic progress made and its acquisitions, ICT expects a further improvement in revenue and EBITDA in 2016 compared with 2015, despite continued challenging conditions in various geographical markets and industries. Cautionary statement This press release contains forward-looking statements. Forward-looking statements are always based on assumptions and estimates relating to uncertain events over which ICT Automatisering N.V. has no control. They concern, for example, measures taken by the Dutch and other governments, currency movements, price fluctuations, changes in law and regulations, legal precedents and market developments. ICT Automatisering N.V. would like to stress that the contents of this press release are based on the information that is currently available. The reality can always deviate from expectations for the future. ICT Automatisering N.V. has no obligation to update the statements contained in this document, unless required by law. In this press release, where information has been presented in thousands or millions of units, amounts may have been rounded. Accordingly, totals of columns or rows of numbers in tables or charts may not be equal to the apparent sum of the individual items. Actual numbers may differ from those contained herein due to such rounding. 2015 financial information The 2015 financial information included in the Extracts from Consolidated Financial Statements attached to this press release are derived from the Annual Report 2015. This Annual Report has been authorized for issue. The Annual Report has not yet been published by law and still has to be adopted by the Annual General Meeting on 16 May, 2016. In accordance with section 393, title 9, book 2 of the Netherlands Civil Code, Deloitte Accountants B.V. has issued an unqualified auditor’s opinion on the Annual Report. Annexes: Extracts from Consolidated Financial Statements 2015 – Consolidated statement of total comprehensive income – Consolidated balance sheet – Consolidated statement of changes in equity – Consolidated statement of cash flows – Other financial information – Segment information Click here to download the Annex of the Annual Results of 2015

Announcement of home member state

Article 5:25a(2) of the Dutch Financial Supervision Act obliges all listed companies to publicly announce which country is their “home member state” for purposes of regulation of their disclosure obligations under the EU Transparency Directive. In fulfilment with this obligation ICT Automatisering N.V. hereby announces that its home member state is The Netherlands.

Press Release: ICT strengthens position in healthcare market

ICT signs letter of intent to acquire the leading software company BMA, specialised in obstetrics solutions

ICT Automatisering N.V. (ICT) announces that today it has signed a letter of intent to acquire the shares of BMA (Bureau Medische Automatisering), a leading Dutch Healthcare software company based in Houten. ICT plans to acquire 51% of the shares as per January 2016. The remaining 49% will be acquired after a period of three years. The purchase consideration comprises a cash payment and an amount paid in ICT shares. The intended acquisition of BMA marks another step in the growth strategy of ICT, as it enables ICT to further expand its position in the healthcare market.

BMA develops software products that are designed for electronic record-keeping and fetal monitoring, focusing on the optimisation of the working and decision-making processes at the maternity ward. Their own software called Mosos – the integral solution for Obstetrics – is developed by BMA in close cooperation with gynaecologists, midwives, universities and government agencies. BMA distinguishes itself by offering all necessary software modules in order to produce paperless synoptic reporting. Next to selling and implementing its software products, BMA is also an exclusive distributor of specific obstetrical hardware products. With some 40 highly skilled professionals, BMA is market leader in the Benelux with a market penetration of approximately 80%. Next to the Benelux market the company is active in the UK, France and Switzerland. In the past years, BMA realised consistent profitable revenues of more than EUR 5 million per annum.

Jos Blejie, CEO of ICT: Diagnostic software and tools are getting increasingly important in the Healthcare sector. This acquisition further enhances our position in the field of ‘Smart Health’. Moreover it fully fits ICT’s strategic objective to become a total solutions provider. BMA is a clear market leader in the field of Obstetrics and enriches the total Health portfolio of ICT.

Oscar Appeldoorn and Alex Holsbergen, Managing Directors of BMA: “Joining ICT, as a leading software integrator, is a next step in realizing our growth strategy. In combination with ICT we expect to accelerate in product development and further internationalization. Staying shareholders in BMA the coming three years, and at the same time becoming a shareholder in ICT underlines the trust we have in a long term relationship with ICT.”

BMA will remain an independent business unit residing in its current location and operating under its own label within the ICT Group.

 

ICT Group (ICT Automatisering N.V.) is an independent provider of industrial automation services. Our specific industry knowledge of various markets, enables us to realize innovative solutions. Over 700 passionate technical specialists are working for the ICT Group. The following subsidiaries are member of the ICT Group: ICT Netherlands (ICT Automatisering Nederland B.V.), Strypes Bulgaria (ICT Nearshoring B.V.), Raster, Improve Quality Services and InTraffic (50%).

www.ict.eu

www.bma-mosos.com

Press Release: Q3 Results 2015

Q3 2015: revenue growth and improvement of profitability 

Key developments:

  • Revenue in Q3 up 20% at € 17.1 million (Q3 2014: € 14.2 million), organic revenue growth 9%.
  • EBITDA from continuing operations in Q3 came in at € 1.7 million (Q3 2014: € 0.7 million).
  • Acquisition of Raster completed on 16 September 2015.
  • ICT raises its expectation of an improvement in EBITDA to a range of 40%-50% for the full year 2015 compared to 2014.

Key figures (*) tabel (*) In conformity with IFRS 5, ICT Germany classifies as “Discontinued operations” following the decision to divest the operations and is presented as a separate line item in the income statement, being the total loss post tax of the German operations for the period as ‘result from discontinued operations’ Financial developments Revenue in the third quarter of 2015 increased to € 17.1 million compared to € 14.2 million in the third quarter of 2014. Excluding Strypes Bulgaria, revenue grew 9 % (organic growth). All ICT subsidiaries contributed to revenue growth. During the third quarter, ICT Netherlands partly recovered from the slowdown in demand and postponements of projects in the industrial automation markets in the first half of 2015. ICT Netherlands managed to improve productivity rates of employees as a result of more demand of customers. Revenue over the first nine months of the year amounted to € 51.7 million compared to € 46.6 million over the first nine months of 2014. Organically revenue grew 2.2%. Intensive collaboration between ICT Netherlands and Strypes Bulgaria resulted in additional growth in Bulgaria. EBITDA from continuing operations came in at € 1.7 million in the third quarter, compared with € 0.7 million in the same period of 2014, all subsidiaries contributed to this improvement. In the first nine months of 2015 EBITDA improved to € 4.8 million (first nine months 2014: € 3.1 million). The acquisition of Strypes positively impacted the EBITDA margin. Improve Quality Services and ICT Poland also contributed to this improvement. The improvement was partly off-set by lower than expected results in the Netherlands due to postponement of projects in the first half of 2015. The operating result from continuing ordinary operations in the first nine months of 2015 amounted to € 3.5 million (first nine months 2014: € 2.9 million). The acquisition of Strypes Bulgaria was completed on January 6th 2015. In compliance with IFRS 3 order backlog and customer relations have been valued as a result of a Preliminary Purchase Price Allocation. As a result the total amortization for the first nine months of 2015 amounts to € 1.0 million. Depreciation amounts to € 0.3 million for the first nine months of 2015. Acquisition of Raster ICT has completed the purchase of 100% of the shares of Raster as of the 16 September. The acquisition of Raster will substantially enrich ICT’s Industrial Automation activities and will further improve ICT’s position as a total solutions provider and open up new markets and customers. The acquisition will have a direct positive impact on ICT’s earnings as of the closing date. Raster figures are included in the group’s results as from the 16 September. Renewed and extended credit facility To create room for the execution of ICT’s buy and build strategy, ICT renewed and extended its credit facilities in the third quarter of 2015. The renewed facility consist of three credit facilities. The first facility of € 1.5 million, is advised and is used for providing guarantees and securities. The second credit facility amounts to € 6 million, is committed and can be used for working capital financing. The third credit facility also amounts to € 6 million and can be used for financing of acquisitions. From the acquisition facility € 3 million has been used for the acquisition of Raster in the third quarter of 2015. Outlook ICT continues to execute its strategy offering innovative and effective product/market solutions, enriched with state-of-the-art technology, combining autonomous growth with growth through acquisitions. Based on the performance year to date September 2015 and barring unforeseen circumstances, ICT raises its full year 2015 expectation of an improvement in EBITDA (operating profit before depreciation and amortization from continuing operations) between 40%-50% compared to 2014.

Press Release: First electric car unveiled

Already in March we announced the partnership between ICT and InMotion about the development of the Electronic Control Units (ECU’s) for the complete IM/e race car. ICT provides its Motar platform consisting of the ECU’s hardware and platform software, while InMotion develops the control algorithms (application software) for these ECU’s. Last Saturday, InMotion revealed its first electric racing car: the KP&T IM/e during the opening of the Dutch Design Week (DDW) in Eindhoven. ICT was present and pleased to see the branded fastest electrical formula racer. With a top speed of 285 km/h the KP&T IM/e belongs to the absolute world top. During the remainder of the DDW the racing car is to admire in the so-called Klokgebouw at Strijp-S in Eindhoven. http://nos.nl/artikel/2063905-studenten-bouwen-snelste-elektrische-raceauto.html Press release from InMotion More information can be found at http://inmotion.tue.nl and at https://ict.eu/markets/automotive-mobility/motar/.

Press Release: LANXESS selected ICT for process control solution for China plant

World’s largest synthetic rubber plant enters production using advanced software from ICT

LANXESS commissioned ICT (ICT Automatisering Nederland B.V.) to supply a system to optimise operation of the production process. This will enable LANXESS both to realise its production targets and achieve high quality.

LANXESS, one of the largest specialty chemicals companies in the world, has realised a new synthetic rubber plant in Changzhou in the Chinese province of Jiangsu. The USD 235 million plant will be the largest in the world for the production of EPDM (ethylene propylene diene rubber). EPDM is primarily used in the automotive industry for sealing rubber and coolant hoses, with LANXESS estimating that every car contains around five kilogrammes of EPDM rubber. The new LANXESS EPDM plant in China is already fully operational.

The system supplied by ICT will enable LANXESS to realise its production targets whilst also achieving high quality. At the same time more efficient use of raw materials and energy will support the company’s ambitious sustainability targets.

The system performing these functions was developed by ICT based on AspenTech’s Advanced Process Control (APC) software. Having been a distributor and integrator of AspenTech for many years, ICT has in-depth knowledge of process optimisation. ICT previously successfully automated LANXESS’s synthetic rubber production in the Netherlands. It is because of this knowledge and the good collaboration that ICT was chosen to develop a similar advanced system for the new plant in China.

LANXESS project leader Jos Schmitz: “ICT’s system ensures a seamless transition when the plant’s production settings are changed. This allows us to increase our focus on quality and to manufacture several product variations. Thanks to the system we get a higher yield from raw materials, produce less waste and use less energy. The system started proving its worth right from the moment the plant came on stream.”

Martin Bijl, Business Development Manager for ICT Food, Chemicals & Pharma: “This contract is consistent with our strategy to help the chemical industry to optimise production processes using high-performance software such as MES and APC – not just in the Netherlands, but also for companies operating globally.”